Common use of Priorities of Distribution Clause in Contracts

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw will make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of Certificates and to the Class A-2 Certificate Insurer in the following order of priority: (A) to the Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates, the related Accrued Certificate GroupInterest Distribution Amount and any Unpaid Interest Amounts for such Distribution Date, and to the Class A-2 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-2 Certificates, in each case pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (F) the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a) before the related Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, Class or Classes of LIBOR Certificates and to the extent Class A-2 Certificate Insurer then entitled to distributions of principal as set forth below, from amounts remaining Available Funds from on deposit in the related Mortgage Pool;Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (iiia) to the Classes of Senior Class A-1, Class A-2 and Class A-3 Certificates of and the related Class A-2 Certificate GroupInsurer, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been are reduced to zero; (ivb) to the Class B-1 CertificatesA-2 Certificate Insurer, the amount of any remaining Reimbursement Amount then owing to the extent it on account of remaining Available Funds for the Mortgage Pools, but subject a prior drawing relating to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to principal on the Class B-2 A-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw will make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of Certificates in the following order of priority: (A) to the Class A-1 Certificates and Class A-2 Certificates, the related Accrued Certificate GroupInterest Distribution Amount and any Unpaid Interest Amounts for such Distribution Date, in each case pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such 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 (a) before the related Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A-1 and Class A-2 Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class II-A-1 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 Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date;as follows: (iiA) to the Classes of Senior Class PO Certificates an amount allocable to the PO Formula Principal Amount up to the Class Certificate Balance thereof; and (B) on each Distribution Date, the Non-PO Formula Principal Amount up to the amount of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Senior Principal Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date andwill be distributed, in sequentially, as follows: (a) to the case of the Group II Senior Class A-R Certificates, in until its Class Certificate Balance is reduced to zero; and (b) to the order of priority set forth below in Section 4.2(b)Class A-1 Certificates, until the respective its Class Certificate Balances thereof have been Balance is reduced to zero; (iv) to the Class B-1 PO Certificates, any Class PO Deferred Amount, up to an amount not to exceed the amount calculated pursuant to the extent definition of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon Subordinated Principal Distribution Amount actually received or advanced for such Distribution Date, Date (2with such amount to be allocated first from amounts calculated pursuant to (i) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3ii) such Class' Allocable Share for such and then (iii) of the definition of Subordinated Principal Distribution DateAmount; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such On each Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for remaining after making the Mortgage Pools, but subject to the prior payment of amounts distributions described under in Section 4.2(g), in the following order: (14.02(a)(i)-(iv) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Subordinated Certificates and the Class A-R Certificates, subject to paragraph 4.02(e) below, in the following order of priority: (iA) to the Class II-A-R B-1 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (B) to the Class B-1 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof has been is reduced to zero; and; (iiC) to the Class II-A-1 B-2 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (D) to the Class B-2 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof has been is reduced to zero; (E) to the Class B-3 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (F) to the Class B-3 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (G) to the Class B-4 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (H) to the Class B-4 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (I) to the Class B-5 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (J) to the Class B-5 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (K) to the Class B-6 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; and (L) to the Class B-6 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (vi) [reserved]; and (vii) to the Class A-R Certificates, any remaining funds; provided, that such amounts shall not include the $100 held in trust for the Class P Certificates. On each Distribution Date, all amounts representing Prepayment Charges received during the related Prepayment Period will be distributed to the holders of the Class P Certificates. On the Distribution Date immediately following the expiration of the latest prepayment penalty term of the Mortgage Loans, the $100 held in trust for the Class P Certificates will be distributed to the holders of the Class P Certificates. On any Distribution Date, amounts distributed in respect of Class PO Deferred Amounts will not reduce the Class Certificate Balance of the Class PO Certificates. On any Distribution Date, to the extent the Amount Available for Senior Principal is insufficient to make the full distribution required to be made pursuant to clause (a)(iii), (A) the amount distributable on the Class PO Certificate in respect of principal shall be equal to the product of (1) the Amount Available for Senior Principal and (2) a fraction, the numerator of which is the PO Formula Principal Amount and the denominator of which is the sum of such PO Formula Principal Amount and the Senior Principal Distribution Amount and (B) the amount distributable on the Senior Certificates other than the Class PO Certificates, in respect of principal shall be equal to the product of (1) the Amount Available for Senior Principal and (2) a fraction, the numerator of which is such Senior Principal Distribution Amount and the denominator of which is such Senior Principal Distribution Amount and the PO Formula Principal Amount. (b) [Reserved]. (c) [Reserved] (d) On each Distribution Date, the Trustee shall distribute amount referred to the Holders in clause (i) of the definition of Class II-A-R Optimal Interest Distribution Amount for each Class of Certificates any Available Funds remaining in the related REMIC for such Distribution Date shall be reduced by (i) the related Class' pro rata share of Net Prepayment Interest Shortfalls based on the related Class Optimal Interest Distribution Amount and (ii) the related Class' Allocable Share of (A) after the Special Hazard Coverage Termination Date, with respect to each Mortgage Loan that became a Special Hazard Mortgage Loan during the calendar month preceding the month of such Distribution Date, the excess of one month's interest at the Adjusted Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month, (B) after the Bankruptcy Coverage Termination Date, with respect to each Mortgage Loan that became subject to a Bankruptcy Loss during the calendar month preceding the month of such Distribution Date, the interest portion of the related Debt Service Reduction or Deficient Valuation, (C) each Relief Act Reduction for the Mortgage Loans incurred during the calendar month preceding the month of such Distribution Date and (D) after the Fraud Loss Coverage Termination Date, with respect to each Mortgage Loan that became a Fraud Loan during the calendar month preceding the month of such Distribution Date, the excess of one month's interest at the related Adjusted Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month. (e) Notwithstanding the priority and allocation contained in Section 4.02(a), if, with respect to any Class of Subordinated Certificates, on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all Classes of Subordinated Certificates that have a higher numerical Class designation than such Class (the "Applicable Credit Support Percentage") is less than the Original Applicable Credit Support Percentage for such Class, no distribution of Principal Prepayments on the Mortgage Loans will be made to any such Classes (the "Restricted Classes") and the amount of such Principal Prepayments otherwise distributable to the Restricted Classes shall be distributed to the Classes of Subordinated Certificates having lower numerical Class designations than such Class, pro rata, based on their respective Class Certificate Balances immediately prior to such Distribution Date and shall be distributed in the sequential order set forth in Section 4.02(a)(v). Notwithstanding the foregoing, the Class of Subordinated Certificates then outstanding with the lowest numerical class designation shall not be a Restricted Class. (f) If the amount of a Realized Loss on a Mortgage Loan has been reduced by application of all amounts described Subsequent Recoveries with respect to such Mortgage Loan, the amount of such Subsequent Recoveries will be applied sequentially, in clauses (a) and (b) the order of this payment priority, to increase the Class Certificate Balance of each Class of Certificates to which Realized Losses have been allocated, but in each case by not more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.24.05. Holders of such Certificates will not be entitled to any payment in respect of the Class Optimal Interest Distribution Amount on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Balance of each Certificate of such Class in accordance with its respective Percentage Interest.

Priorities of Distribution. (I) With respect to the Group 1 Certificates: (a) On each Distribution Date, the Trustee Trust Administrator shall withdraw distribute the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Remittance Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed date in the following order of priority: (i) to the Certificate Insurer, the Certificate Insurer Premium due in connection with the Policy; (ii) to Group 1 Senior Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for each such Class IIand such Distribution Date; (iii) to the Certificate Insurer, any unpaid Reimbursement Amount; (iv) to the Class 1-AM-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (v) to the Class 1-R M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vi) to the Class 1-M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vii) to the Class 1-M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) to the Class 1-M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) to the Class 1-B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (x) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.01(I)(d), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (ix) above for such Distribution Date. (b) On each Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event is in effect, the Trust Administrator shall distribute the Principal Payment Amount for Loan Group 1 for such date in the following order of priority: (i) to the Group 1 Senior Certificates, in the order set forth in Section 4.01(I)(e), until their respective Class Principal Balances are reduced to zero; (ii) to the Certificate Insurer, any Certificate Insurer Premium and Reimbursement Amounts not repaid to the Certificate Insurer pursuant to Section 4.01(I)(a) of this Agreement; (iii) to the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates, sequentially, in that order, until their respective Class Principal Balances of such Classes have been reduced to zero; and (iv) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.01(I)(d), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (iii) 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 Loan Group 1 for such date will be paid in the following order of priority: (i) to the Group 1 Senior Certificates, the Senior Principal Payment Amount, in the order set forth in Section 4.01(I)(e), until their respective Class Principal Balances are reduced to zero; (ii) to the Certificate Insurer, any Certificate Insurer Premium and Reimbursement Amounts not repaid to the Certificate Insurer pursuant to Section 4.01(I)(a) of this Agreement; (iii) to the Class 1-M-1 Certificates, the Class 1-M-1 Principal Payment Amount for such Distribution Date, until the Class Certificate Principal Balance thereof of such Class has been reduced to zero; (iv) to the Class 1-M-2 Certificates, the Class 1-M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class 1-M-3 Certificates, the Class 1-M-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class 1-M-4 Certificates, the Class 1-M-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class 1-M-5 Certificates, the Class 1-M-5 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class 1-B-1 Certificates, the Class 1-B-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (iiix) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each for application as part of Monthly Excess Cashflow for such Distribution Date, the Trustee shall distribute as provided in Section 4.01(I)(d), any such Principal Payment Amount remaining after application pursuant to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC clauses (i) through (viii) above, for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2Date.

Priorities of Distribution. (a1) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Loan Group 1 from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Group 1 Senior Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 1 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes of Senior Certificates in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall, provided that the amount otherwise distributable on the related Certificate Group, portion of the Accrued Certificate Interest on each such Class for such Distribution DateA-X-2 IO component shall be deposited in the Carryover Shortfall Reserve Fund to the extent required by Section 4.07; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool[reserved]; (iii) concurrently, to the Classes of Group 1 Senior Certificates as follows: (A) [reserved]; and (B) the Principal Amount for Loan Group 1, up to the amount of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Distribution Amount for such Distribution Date andwill be distributed, in the case of the Group II Senior Certificatessequentially, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, Class 1-A-1 Certificates and Class A-X-2 PO-1 Component, in that order, until the their respective Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 CertificatesBalances or Component Principal Balance, until the Class Certificate Balance thereof has been as applicable, are reduced to zero. (civ) [reserved]. (2) On each Distribution Date, the Trustee shall distribute withdraw the Available Funds for Loan Group 2 from the Distribution Account and apply such funds to distributions on the Group 2 Senior Certificates in the following order and priority and, in each case, to the Holders extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 2 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class II-Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall, provided that the amount otherwise distributable on the related portion of the Class A-R Certificates any Available Funds remaining X-2 IO component shall be deposited in the Carryover Shortfall Reserve Fund to the extent required by Section 4.07; (ii) [reserved]; (iii) concurrently, to the Classes of Group 2 Senior Certificates as follows: (A) [reserved]. (B) the Principal Amount for Loan Group 2, up to the amount of the related REMIC Senior Principal Distribution Amount for such Distribution Date will be distributed, sequentially, to the following Classes of Certificates and Component in the following order of priority: first, concurrently, to the Class 2-A-1, Class 2-A-2A and Class 2-A-2B Certificates, pro rata by outstanding Class Certificate Balance, until their respective Class Certificate Balances are reduced to zero; and second, to the Class A-X-2 PO-2 Component, until its Component Principal Balance is reduced to zero. (3) On each Distribution Date, after application of all amounts making the distributions described in clauses (aSection 4.02(a)(1) and Section 4.02(a)(2), to each Class of LIBOR Certificates, any Carryover Shortfall Amounts only to the extent of amounts in the Carryover Shortfall Reserve Fund, as described in Section 4.07 and, with respect to only the Class 1-A-1, Class 2-A-1, Class 2-A-2A and Class 2-A-2B Certificates, amounts on deposit in the related Yield Maintenance Reserve Fund, as described in Section 3.06. (b4) On each Distribution Date, after making the distributions described in Section 4.02(a)(1), Section 4.02(a)(2) and Section 4.02(a)(3), Available Funds from each Loan Group remaining will be distributed to the Senior Certificates to the extent provided in Section 4.03. (5) On each Distribution Date, Available Funds from both Loan Groups remaining after making the distributions described in Section 4.02(a)(1), Section 4.02(a)(2), Section 4.02(a)(3) and Section 4.02(a)(4) will be distributed to the Subordinated Certificates, the Class P Certificates and the Class A-R Certificates, subject to paragraph 4.02(e) below, in the following order of this Section 4.2priority:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw 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 for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates and to the Supplemental Interest Account in the following order of priority: (A) to the Supplemental Interest Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment (to the extent not previously received by the Swap Provider as a Replacement Swap Provider Payment), but not including any Defaulted Swap Termination Payment, owed to the Swap Provider for such Distribution Date; (B) from the Interest Remittance Amounts for both Loan Groups, to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and Unpaid Interest Amounts for such Distribution Date, allocated pursuant to clauses (iv) and (v) of this Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class 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 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 Class 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 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 Class 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 on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (J) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such 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 (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class II-A-1 M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Xxxxx X-0, Xxxss B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I and Group II Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b) and (c), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class I-A-1 and Class I-A-2 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently to the Class II-A-1 and Class II-A-2 Certificates, pro rata, until the their respective Class Certificate Balance thereof has Balances have each been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the Class Certificate Balance of the Class II-A-R Certificates. (e) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (f) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (g) In the event that in any calendar month the Master Servicer recovers an amount (an “Unanticipated Recovery”) in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (h) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Sections 4.2(b) and (c) until the total Class Certificate Balance of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pools not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of such other Certificate Group. In addition, the amount of any unpaid Accrued Certificate Interest with respect to any Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificates of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(h), no distribution of principal will be made to any Class of Subordinated Certificates until an Undercollateralized Group is no longer undercollateralized. If more than one Undercollateralized Group on any Distribution Date is entitled to an Undercollateralization Distribution, such Undercollateralization Distribution shall be allocated among the Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance of the related Senior Certificates is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Undercollateralized Groups. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Groups pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates, unless (a) the Aggregate Subordinated Percentage for such Distribution Date is at least two times the Aggregate Subordinated Percentage as of the Closing Date, (b) the aggregate Stated Principal Balance of all the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this purpose any Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%, and (c) the cumulative Realized Losses in the Mortgage Pools do not exceed (i) 20% of the Original Subordinated Principal Balance if such Distribution Date occurs between and including March 2006 and February 2009, and 30% of the Original Subordinated Principal Balance if such Distribution Date occurs on or after March 2009. Except as provided otherwise in this Section 4.2(h), all distributions described above will be made in accordance with the priorities set forth in Section 4.2(a), (b) and (c).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates in the following order of priority: (A) to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class B-1 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-2 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-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class II-A-1 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 Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw will make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of LIBOR Certificates in the following order of priority: (A) to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any Unpaid Interest Amounts for such Distribution Date, in each case pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such 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 (1) before the related Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate GroupClass A-1, to the extent of remaining Available Funds from the related Mortgage PoolClass A-2, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A-3 and Class A-4 Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class II-A-1 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 Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee Securities Administrator shall withdraw allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds for each Certificate Group from the applicable subaccount of the and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates and to the Swap Account in the following order of priority: (A) to the Swap Account, the sum of (x) all Net Swap Payments, and (y) any Swap Termination Payment, other than a Defaulted Swap Termination Payment, owed to the Swap Provider with respect to such Distribution Date (to the extent a Replacement Swap Provider Payment has not been made to the Swap Account); (B) from the Interest Remittance Amounts for both the Loan Groups, to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class 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 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 Class 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 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 Class 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 on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (J) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such 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 (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iii1) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (ii2) sequentially to the Class II-A-1 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 Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw distribute the Available Funds Interest Remittance Amount for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group date in the following order and priority and, in each case, to the extent of Available Funds remainingpriority: (i) A. to the Classes of Senior Certificates of the related Certificate GroupGEMICO, the Accrued Certificate Interest on each such Class GEMICO Premium for such Distribution Date; (ii) B. to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage PoolTrustee, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share Trustee Fee for such Distribution Date; (v) C. to FSA, the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share FSA Premium for such Distribution Date; (vi) D. to the Senior Certificates, pro rata, Current Interest and any Carryforward Interest for each such Class and such Distribution Date; E. to FSA, any FSA Reimbursement Amounts; F. to the Class B-3 M-1 Certificates, Current Interest and any Carryforward Interest for such class and such distribution date; G. to the extent of remaining Available Funds Class M-2 Certificates, Current Interest and any Carryforward Interest for the Mortgage Pools, but subject such class and such distribution date; H. to the prior payment Class B Certificates, Current Interest and any Carryforward Interest for such class and such distribution date; and I. for application as part of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon Monthly Excess Cashflow for such Distribution Date, (2) as provided in Section 4.02(d), any Accrued Certificate such Interest thereon Remittance Amount remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated On each Distribution Date (A) prior to the Group II Senior Certificates pursuant Stepdown Date or (B) with respect to Section 4.2(a)(iii) above will be distributed which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (i) A. first to the Class II-A-R AR Certificates, until the Class Certificate Principal Balance thereof is reduced to zero and then concurrently to the Class A-1 and Class A-2 Certificates, pro rata based on Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; B. to FSA, any FSA Reimbursement Amounts, to the extent not otherwise paid pursuant to Section 4.02(a); C. to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class B Certificates, until the Class Principal Balance of such Class has been reduced to zero; and F. for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(d), any Principal Payment Amount remaining for such Distribution Date. (iic) On each Distribution Date (A) on or after the Stepdown Date and (b) with respect to which a Trigger Event has not occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: A. concurrently, to the Class II-A-1 and Class A-2 Certificates, the Senior Principal Payment Amount for such Distribution Date, pro rata based on Class Principal Balances, until the Class Certificate Principal Balance thereof of each such Class has been reduced to zero; B. to FSA, any FSA Reimbursement Amounts, to the extent not otherwise paid pursuant to Section 4.02(a) and Section 4.02(b). C. to the Class M-1 Certificates, the M-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, the M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class B Certificates, the B Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and F. for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(d), any Principal Payment Amount remaining for such Distribution Date. (cd) On each Distribution Date, the Trustee shall distribute to the Holders Monthly Excess Cashflow for such date in the following order of priority: (I) beginning with the July 2001 Distribution Date, until the aggregate Class Principal Balance of the Class II-A-R Offered Certificates any Available Funds remaining in equals the related REMIC Aggregate Collateral Balance for such Distribution Date after application of all amounts described in clauses minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) and prior to the Stepdown Date or (b) with respect to which a Trigger Event has occurred in the following order of this Section 4.2priority:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw distribute the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Remittance Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed date in the following order of priority: (i) to the Class II-A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) to the Trustee, the Trustee Fee for such Distribution Date; (iii) to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) 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; (v) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vi) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xiv) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(d), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xiii) above for such Distribution Date. (b) On each Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (A) first to the Class A-5 Certificates, an amount equal to the A-5 Lockout Distribution Amout, until the Class Principal Balance of such Class has been reduced to zero; and (B) second, sequentially, first to (x) the Class R and Class R-II Certificates, pro rata based on Class Principal Balance, until their respective Class Principal Balance of such Classes has been reduced to zero and then, sequentially, to (y) the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates, in that order, until the respective Class Principal Balance of such Classes has been reduced to zero; (ii) to the Class M-1 Certificates, until the Class Certificate Principal Balance thereof 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 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; and (xi) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(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 has not occurred, the Principal Payment Amount for such date will be paid in the following order of priority: (A) first, to the Class A-5 Certificates, an amount equal to the A-5 Lockout Distribution Amount, until the Class Principal Balance of such Class has been reduced to zero; and (B) second, sequentially, to the Class X-0, Xxxxx X-0, Class A-3, Class A-4 and Class A-5 Certificates, in that order, the Senior Principal Payment Amount, until the respective Class Principal Balance of such Class has been reduced to zero; (ii) to the Class M-1 Certificates, the M-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, the M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (iv) to the Class M-3 Certificates, the M-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class M-4 Certificates, the M-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class M-5 Certificates, the M-5 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-6 Certificates, the M-6 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class M-7 Certificates, the M-7 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class B-1 Certificates, the B-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-2 Certificates, the B-2 Principal Payment Amount for such Distribution Date, 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 4.02(d), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (x) above, for such Distribution Date. (d) 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 has occurred, to the extent of Monthly Excess Interest for such Distribution Date, to the Offered Certificates, in the following order of priority: (aa) (i) first to the Class A-5 Certificates, an amount equal to the A-5 Lockout Distribution Amount, unitl the Class Principal Balance of such Class has been reduced to zero; and (ii) second, sequentially, to the Class II-A-1 X-0, Xxxxx X-0, Class A-3, Class A-4 and Class A-5 Certificates, in that order, until the respective Class Certificate Principal Balance thereof has been of such Classes is reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of Certificates and to the Swap Account in the following order of priority: (A) to the Swap 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) from the Interest Remittance Amounts, to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class 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 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 Class 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 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 Class on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class B-1 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-2 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-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class II-A-1 M-1, Class M-2, Class M-3, Class M-4, Class M-5, Claxx X-0, Xxxxx B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw will make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of LIBOR Certificates in the following order of priority: (A) from the Interest Remittance Amounts for both Loan Groups, to the Class A-1 Certificates and Class A-2 Certificates, the related Accrued Certificate GroupInterest Distribution Amount and any Unpaid Interest Amounts for such Distribution Date, in each case pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such 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 (1) before the related Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A-1 and Class A-2 Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class II-A-1 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 Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage PoolFunds; (iii) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupprincipal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently to the Class II-A-1 and Class A-2 Certificates, pro rata, until the their respective Class Certificate Balance thereof has Balances have each been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates Certificates, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the Class Certificate Balance of the Class A-R Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Senior Certificates pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (f) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”) in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of and the related Certificate Group Excess Master Servicing Fee in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date[Reserved]; (ii) concurrently, to each interest-bearing Class of Senior Certificates, an amount allocable to interest equal to the Classes of Senior Certificates related Class Optimal Interest Distribution Amount and to payment to the Master Servicer of the related Certificate GroupExcess Master Servicing Fee for such Distribution Date, any Accrued shortfall being allocated among such Classes and the Excess Master Servicing Fee in proportion to the amount of the Class Optimal Interest Distribution Amount and the Excess Master Servicing Fee that would have been distributed in the absence of such shortfall; provided, however, that prior to and including the Accrual Termination Date, the amount otherwise distributable as interest on the Class A-5 Certificates on such Distribution Date shall be added to their respective Class Certificate Interest thereon remaining undistributed from previous Balances; provided, further, that if a successor to Countrywide Home Loans, Inc. shall be appointed as Master Servicer for any reason, the Excess Master Servicing Fee for each Distribution DatesDate following such appointment shall be paid pursuant to this Section 4.02(a)(ii), to Countrywide Home Loans, Inc., and not to such successor to the extent of remaining Available Funds from the related Mortgage PoolMaster Servicer; (iii) to the Classes of Senior Certificates of Class A-5 Accrual Amount will be distributed as principal in accordance with the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zeroapplicable Accretion Direction Rule; (iv) to the each Class B-1 of Senior Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priorityconcurrently as follows: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(i) but will instead be added to the Class Certificate Balances thereof and distributed in accordance with Section 4.2(d) below; (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(ii) but will instead be added to the Class Certificate Balances thereof, to the extent not previously added pursuant to Section 4.2(a)(i) above, and distributed in accordance with Section 4.2(d) below; (iii1) to the Classes of Senior Certificates of the related Certificate Group, other than the Class I- A-PO Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b4.2(d), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates corresponding to Pool I, from the Available Funds for such Mortgage Pool, to the Class I-A-PO Certificates, the Class I-A-PO Principal Distribution Amount for such Distribution Date; (iv) to the Class I-A-PO Certificates, to the extent of remaining Available Funds, the Class I-A-PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the aggregate Subordinated Optimal Principal Amount for both Mortgage Pools on such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balance of the Class I-A-PO Certificates, and (3) no distribution will be made in respect of the Class I-A-PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) pro rata, to the Class III-A-R RU and Class I-A-RL Certificates, until their respective Class Certificate Balances have each been reduced to zero; (ii) to the Class I-A-7 Certificates, an amount up to the NAS Principal Distribution Amount for such date, until the Class Certificate Balance thereof has been reduced to zero; (iii) concurrently, to the Class I-A-1 and Class I-A-8 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero; (iv) sequentially, to the Class I-A-3, Class I-A-12 and Class I-A-4 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; (v) concurrently, to the Class I-A-5 and Class I-A-10 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero; (vi) sequentially, to the Class I-A-11 and Class I-A-6 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; and (iivii) the remaining Senior Optimal Principal Amount for Pool I to the Class III-A-1 A-7 Certificates, without taking into consideration the NAS Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) and (c), as applicable, until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Group I Senior Certificates, from the Available Funds for Pool I, to the Class I-A-PO Certificates, and concurrently with the Group II Senior Certificates, from the available Funds for Pool II, to the Class II-A-PO Certificates, the applicable Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date;: (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed sequentially, in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) concurrently, to the Class I-A-1, Class I-A-2, Class I-A-6 and Class I-A-7 Certificates, pro rata, in an amount up to $100 for such Distribution Date, until the Class Certificate Balances thereof have each been reduced to zero; (iii) concurrently, to the Class I-A-4A and Class I-A-4B Certificates, pro rata, in an amount up to the NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (iv) to the Class I-A-5 Certificates in an amount up to $1,190,000 for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (v) concurrently, to the Class I-A-1, Class I-A-2, Class I-A-6 and Class I-A-7 Certificates, pro rata, until the Class Certificate Balances thereof have each been reduced to zero; (vi) to the Class I-A-5 Certificates until the Class Certificate Balance thereof has been reduced to zero; (vii) concurrently, to the Class I-A-3A and Class I-A-3B Certificates, pro rata, until the Class Certificate Balances thereof have each been reduced to zero; and (iiviii) concurrently, to the Class I-A-4A and Class I-A-4B Certificates, pro rata, without regard to the NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest, RM Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and through (bc) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II I Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) concurrently, to the Class III-A-R RU and Class I-A-RL Certificates, pro rata, until the their respective Class Certificate Balance thereof has Balances have each been reduced to zero; and (ii) to the Class III-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R RU and Class I-A-RL Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the respective Class Certificate Balances of the Class I-A-RU and Class I-A-RL Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (e) If (i) on any Distribution Date the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class' remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates in order of priority, such that no such distribution shall be made to any Class of Subordinated Certificates while a Class of Subordinated Certificates having a distribution priority higher than such Class is outstanding; and (ii) notwithstanding the priorities and allocations contained in Section 4.2(a) and (b), with respect to any Certificate Group, the Two Times Test is not satisfied, each Class of Subordinated Certificates will be entitled to receive, in respect of clauses (2), (3) and (5) of the definition of Subordinated Optimal Principal Amount for each Mortgage Pool, an amount equal to the product of (x) their Allocable Share and (y) the percentages set forth in the following table: Distribution Date occurring in Percentage ------------------------------ ------------ July 2004 through June 2011 0% July 2011 through June 2012 30% July 2012 through June 2013 40% July 2013 through June 2014 60% July 2014 through June 2015 80% July 2015 and thereafter 100% (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of such Realized Loss previously allocated to such Class, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement.. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (g) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Section

Priorities of Distribution. (a) On each Distribution Date, prior to making distributions to the holders of the Certificates, the Trustee first, shall pay itself the Trustee's Fee for such Distribution Date and second, shall pay the Credit Risk Manager the Credit Risk Manager Fee for such Distribution Date. (b) With respect to the Available Funds, on each Distribution Date, the Trustee shall withdraw the such Available Funds for each Certificate Group from the applicable subaccount of the Distribution Certificate Account and based on the information provided to it by the Servicer, apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of such Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount for such date in the following order of priority: A. to the Holders of Class X-S Certificates, the aggregate Excess Servicing Fee for such Distribution Date; B. to the Senior Certificates, pro rata, Current Interest and any Carryforward Interest, as applicable, for each such Class and such Distribution Date; C. to the Class II-M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; D. to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; E. to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; F. to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; G. to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; H. to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; I. to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; J. to the Class M-8 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; K. to the Class M-9 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; L. to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; M. to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; N. on the Distribution Dates occurring in March 2005, April 2005 and May 2005, to the Depositor an amount equal to the amount received during the related Due Period which constitutes Subsequent Mortgage Loan Interest; and O. for application in the same manner as the Monthly Excess Cashflow for such Distribution Date as provided in clause (iv) of this Section 4.02(b), any Interest Remittance Amount remaining after application pursuant to clauses A. through N. above. (ii) On each Distribution Date (a) prior to the Stepdown Date or (b) 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. commencing on the Distribution Date in May 2010, to the Class P Certificates, until the Class Principal Balance of such class has been reduced to zero; B. first to the Class A-R Certificates any Available Funds remaining and Class A-RL Certificates, concurrently on a pro rata basis, based on their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero, and then to the Class A-1 Certificates until the Class Principal Balance thereof has been reduced to zero; C. to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; F. to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; G. to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; H. to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; I. to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; J. to the Class M-8 Certificates, until the Class Principal Balance of such Class has been reduced to zero; K. to the Class M-9 Certificates, until the Class Principal Balance of such Class has been reduced to zero; L. to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; M. to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and N. for application in the same manner as the Monthly Excess Cashflow for such Distribution Date, as provided in clause (iv) of this Section 4.02(b), any Principal Payment Amount remaining after application pursuant to clauses A. through M. above. (iii) On each Distribution Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event has not occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: A. commencing on the Distribution Date in May 2010 or thereafter, to the Class P Certificates, until the Class Principal Balance of such Class has been reduced to zero; B. to the Class A-1 Certificates, the Senior Principal Payment Amount for such Distribution Date, until the Class Principal Balance thereof has been reduced to zero; C. to the Class M-1 Certificates, the Class M-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, the Class M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class M-3 Certificates, the Class M-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; F. to the Class M-4 Certificates, the Class M-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; G. to the Class M-5 Certificates, the Class M-5 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; H. to the Class M-6 Certificates, the Class M-6 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; I. to the Class M-7 Certificates, the Class M-7 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; J. to the Class M-8 Certificates, the Class M-8 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; K. to the Class M-9 Certificates, the Class M-9 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; L. to the Class B-1 Certificates, the Class B-1 Principal Payment Amount for such distribution date, until the Class Principal Balance of such class has been reduced to zero; M. to the Class B-2 Certificates, the Class B-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; N. for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in clause (iv) of this Section 4.02(b), any Principal Payment Amount remaining after application pursuant to clauses A. through M. above. (iv) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: A. an amount equal to the aggregate Realized Losses on the Mortgage Loans incurred during the related REMIC Collection Period, such amount to be added to the Principal Payment Amount and distributed as set forth above in Section 4.02(b)(ii) and (iii) (any such amount, an "Excess Cashflow Loss Payment"); B. on the Distribution Date in March 2005, an amount equal to the Monthly Excess Cashflow for such Distribution Date remaining after application of all amounts described the distribution in clauses clause (iv)A. above to the Class X-1 Certificates; C. except for the first Distribution Date, until the Overcollateralization Amount equals the Targeted Overcollateralization Amount for such date, on each Distribution Date (I) (a) and prior to the Stepdown Date or (b) with respect to which a Trigger Event has occurred, to the extent of this Section 4.2Monthly Excess Interest for such Distribution Date, to fund any principal distributions to the Class A-1, Class A-R, Class A-RL, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates required to be made on such Distribution Date set forth above in clause (ii) above, after giving effect to the distribution of the Principal Payment Amount for such Distribution Date, in accordance with the priorities set forth therein. (II) on each Distribution Date on or after the Stepdown Date and with respect to which a Trigger Event has not occurred, to fund any principal distributions to the Class A-1, Class A-R, Class A-RL, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates required to be made on such Distribution Date set forth above in clause (iii) above, after giving effect to the distribution of the Principal Payment Amount for such Distribution Date, in accordance with the priorities set forth therein; D. to the Class M-1 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; E. to the Class M-2 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; F. to the Class M-3 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; G. to the Class M-4 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; H. to the Class M-5 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; I. to the Class M-6 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; J. to the Class M-7 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; K. to the Class M-8 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; L. to the Class M-9 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; M. to the Class B-1 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; N. to the Class B-2 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each all of the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, Certificates until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I, Group II and Group III Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), (c) and (d), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently to the Class I-A-1 and Class I-A-2 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates, Certificates until the Class Certificate Balance thereof has been reduced to zero. (cd) Amounts allocated to the Group III Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class III-A-1 and Class III-A-2 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero. (e) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b), (c) and (bd) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the Class Certificate Balance of the Class I-A-R Certificates. (f) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (g) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (h) In the event that in any calendar month the Master Servicer recovers an amount (an “Unanticipated Recovery”) in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (h). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (i) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Sections 4.2(b), (c) and (d) until the total Class Certificate Balance of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pools not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of such other Certificate Group. In addition, the amount of any unpaid Accrued Certificate Interest with respect to any Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificates of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(i), no distribution of principal will be made to any Class of Subordinated Certificates until an Undercollateralized Group is no longer undercollateralized. If more than one Undercollateralized Group on any Distribution Date is entitled to an Undercollateralization Distribution, such Undercollateralization Distribution shall be allocated among the Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance of the related Senior Certificates is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Undercollateralized Groups. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Groups pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates, unless (a) the Aggregate Subordinated Percentage for such Distribution Date is at least two times the Aggregate Subordinated Percentage as of the Closing Date, (b) the aggregate Stated Principal Balance of all the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this purpose any Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%, and (c) the cumulative Realized Losses in the Mortgage Pools do not exceed (i) 20% of the Original Subordinated Principal Balance if such Distribution Date occurs between and including January 2006 and December 2008, and 30% of the Original Subordinated Principal Balance if such Distribution Date occurs on or after January 2009. Except as provided otherwise in this Section 4.2(i), all distributions described above will be made in accordance with the priorities set forth in Section 4.2(a), (b), (c) and (d).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I Senior Certificates and Group II Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b) and (c), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for both of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for both of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for both of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for both of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for both of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both of the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently to the Class III-A-1 and Class I-A-2 Certificates, pro rata, until the Class Certificate Balance Balances thereof has have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class II-A-1 and Class II-A-2 Certificates, pro rata, until the Class Certificate Balances thereof have each been reduced to zero. (d) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2. Any distributions pursuant to this subsection (c) shall not reduce the Class Certificate Balance of the Class I-A-R Certificates. (e) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (f) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (g) In the event that in any calendar month the Master Servicer recovers an amount (an “Unanticipated Recovery”) in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (h) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Section 4.2(b) in the case of the Group I Senior Certificates, until the total Class Certificate Balance of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pool not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of such other Certificate Group. In addition, the amount of any unpaid Accrued Certificate Interest with respect to any Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificates of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(h), no distribution of principal will be made to any Class of Subordinated Certificates until an Undercollateralized Group is no longer undercollateralized. If more than one Undercollateralized Group on any Distribution Date is entitled to an Undercollateralization Distribution, such Undercollateralization Distribution shall be allocated among the Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance of the related Senior Certificates is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Undercollateralized Groups. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Group pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates, unless (a) the weighted average of the Subordinated Percentages for the Mortgage Pools, weighted on the basis of the Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool, is at least two times the weighted average of the initial Subordinate Percentage for the Mortgage Pools (calculated on such basis) and (b) the aggregate Stated Principal Balance of all of the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%. Except as provided otherwise in this Section 4.2(h), all distributions described above will be made in accordance with the priorities set forth in Section 4.2(a), (b) and (c).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I and Group II Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b) and (c), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class III-A-1 Certificates, Certificates until the Class Certificate Balance thereof has been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates until the Class Certificate Balance thereof has been reduced to zero. (d) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.24.

Priorities of Distribution. (a1) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Loan Group 1 from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Group 1 Senior Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 1 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to each Class of Group 1 Senior Certificates as follows: (A) [reserved]; and (B) on each Distribution Date, the Principal Amount for Loan Group 1, up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed, sequentially: (a) to the Class A-R Certificates until its Class Certificate GroupBalance is reduced to zero; (b) concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero; (iv) [reserved]; (2) On each Distribution Date, the Accrued Certificate Trustee shall withdraw the Available Funds for Loan Group 2 from the Distribution Account and apply such funds to distributions on the Group 2 Senior Certificates in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 2 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to each Class of Group 2 Senior Certificates as follows: (A) [reserved]; (B) on each Distribution Date, the Principal Amount for Loan Group 2, up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed, concurrently, to the Class 2-A-1 and Class 2-A-2 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero; (3) On each Distribution Date, the Trustee shall withdraw the Available Funds for Loan Group 3 from the Distribution Account and apply such funds to distributions on the Group 3 Senior Certificates in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 3 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to each Class of Group 3 Senior Certificates as follows: (A) [reserved]; (B) on each Distribution Date, the Principal Amount for Loan Group 3, up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed, concurrently, to the Class 3-A-1 and Class 3-A-2 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero; (4) On each Distribution Date, the Trustee shall withdraw the Available Funds for Loan Group 4 from the Distribution Account and apply such funds to distributions on the Group 4 Senior Certificates in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 4 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to each Class of Group 4 Senior Certificates as follows: (A) [reserved]; (B) on each Distribution Date, the Principal Amount for Loan Group 4, up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed, concurrently, to the Class 4-A-1 and Class 4-A-2 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero; (5) On each Distribution Date, the Trustee shall withdraw the Available Funds for Loan Group 5 from the Distribution Account and apply such funds to distributions on the Group 5 Senior Certificates in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 5 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to each Class of Group 5 Senior Certificates as follows: (A) [reserved]; (B) on each Distribution Date, the Principal Amount for Loan Group 5, up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed, concurrently, to the Class 5-A-1 and Class 5-A-2 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero; (6) On each Distribution Date, after making the distributions described in Section 4.02(a)(1), Section 4.02(a)(2), Section 4.02(a)(3), Section 4.02(a)(4) and Section 4.02(a)(5), Available Funds from each Loan Group remaining will be distributed to the Senior Certificates to the extent provided in Section 4.03. (7) On each Distribution Date, Available Funds from all Loan Groups remaining after making the distributions described in Sections 4.02(a)(1), Section 4.02(a)(2), Section 4.02(a)(3), Section 4.02(a)(4), Section 4.02(a)(5) and Section 4.02(a)(6) will be distributed to the Subordinated Certificates, subject to paragraph 4.02(e) below, in the following order of priority: (A) to the Class B-1 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (ivB) to the Class B-1 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (C) to the Class B-2 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (vD) to the Class B-2 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (E) to the Class B-3 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (viF) to the Class B-3 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (G) to the Class B-4 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (viiH) to the Class B-4 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (I) to the Class B-5 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (viiiJ) to the Class B-5 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (K) to the Class B-6 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; and (ixL) to the Class B-6 Certificates, an amount allocable to the extent of remaining Available Funds for each Mortgage Pool, but subject principal equal to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable its Pro Rata Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, Date until the Class Certificate Balance thereof has been is reduced to zero; (8) [reserved]; and (ii9) to the Class IIA-A-1 R Certificates, until any remaining funds; provided, that such amounts shall not include the $200 held in trust for the Class Certificate Balance thereof has been reduced P-1 and Class P-2 Certificates. On each Distribution Date, all amounts representing Hard Prepayment Charges and Soft Prepayment Charges received during the related Prepayment Period will be distributed to zerothe holders of the Class P-1 and Class P-2 Certificates, respectively. On the Distribution Date immediately following the expiration of the latest Prepayment Charge Period of the Mortgage Loans, the $100 held in trust for each Class of Class P Certificates will be distributed to the holders of the related Class of Class P Certificates. (b) [reserved]. (c) [reserved]. (d) On each Distribution Date, the Trustee shall distribute amount referred to the Holders in clause (i) of the definition of Class II-A-R Optimal Interest Distribution Amount for each Class of Certificates any Available Funds remaining in the related REMIC for such Distribution Date shall be reduced by (i) the related Class' pro rata share of Net Prepayment Interest Shortfalls based on (x) with respect to a Class of Senior Certificates, the related Class Optimal Interest Distribution Amount and (y) with respect to a Class of Subordinated Certificates on and prior to the fourth Senior Termination Date, the related Assumed Interest Amount for such Distribution Date or after the fourth Senior Termination Date, the Class Optimal Interest Distribution Amount for such Distribution Date, in each case in the absence of such Net Prepayment Interest Shortfalls and (ii) the related Class' Allocable Share of (A) after the Special Hazard Coverage Termination Date, with respect to each Mortgage Loan in the related Loan Group (or, after the Senior Credit Support Depletion Date, any Mortgage Loan) that became a Special Hazard Mortgage Loan during the calendar month preceding the month of such Distribution Date, the excess of one month's interest at the Adjusted Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month, (B) after the Bankruptcy Coverage Termination Date, with respect to each Mortgage Loan that became subject to a Bankruptcy Loss during the calendar month preceding the month of such Distribution Date, the interest portion of the related Debt Service Reduction or Deficient Valuation, (C) each Relief Act Reduction for the Mortgage Loans in the related Loan Group (or, after the Senior Credit Support Depletion Date, any Mortgage Loan) incurred during the calendar month preceding the month of such Distribution Date and (D) after the Fraud Loss Coverage Termination Date, with respect to each Mortgage Loan in the related Loan Group (or, after the Senior Credit Support Depletion Date, any Mortgage Loan) that became a Fraud Loan during the calendar month preceding the month of such Distribution Date, the excess of one month's interest at the related Adjusted Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month. (e) Notwithstanding the priority and allocation contained in Section 4.02(a), if, with respect to any Class of Subordinated Certificates, on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all Classes of Subordinated Certificates that have a higher numerical Class designation than such Class (the "Applicable Credit Support Percentage") is less than the Original Applicable Credit Support Percentage for such Class, no distribution of Principal Prepayments on the Mortgage Loans will be made to any such Classes (the "Restricted Classes") and the amount of such Principal Prepayments otherwise distributable to the Restricted Classes shall be distributed to the Classes of Subordinated Certificates having lower numerical Class designations than such Class, pro rata, based on their respective Class Certificate Balances immediately prior to such Distribution Date and shall be distributed in the sequential order set forth in Section 4.02(a)(7). Notwithstanding the foregoing, the Class of Subordinated Certificates then outstanding with the lowest numerical class designation shall not be a Restricted Class. (f) If the amount of a Realized Loss on a Mortgage Loan in a Loan Group has been reduced by application of all amounts described Subsequent Recoveries with respect to such Mortgage Loan, the amount of such Subsequent Recoveries will be applied sequentially, in clauses (a) and (b) the order of this payment priority, to increase the Class Certificate Balance of each related Class of Certificates to which Realized Losses have been allocated, but in each case by not more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.24.05. Holders of such Certificates will not be entitled to any payment in respect of the Class Optimal Interest Distribution Amount on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Balance of each Certificate of such Class in accordance with its respective Percentage Interest.

Priorities of Distribution. (a) On each Distribution Date, prior to making distributions to the holders of the Certificates, the Trustee first, shall pay itself the Trustee’s Fee for such Distribution Date and second, shall pay the Credit Risk Manager the Credit Risk Manager Fee for such Distribution Date. (b) With respect to the Available Funds, on each Distribution Date, the Trustee shall withdraw the such Available Funds for each Certificate Group from the applicable subaccount of the Distribution Certificate Account and based on the information provided to it by the Servicers, apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of such Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount for such date in the following order of priority: A. to the Holders of Class X-S Certificates, the aggregate Excess Servicing Fee for such Distribution Date; B. to the Class IIA-1A, Class A-1F1, Class A-1F2, Class A-2A, Class A-2F, Class A-R, Class A-RL and Class P Certificates, concurrently and pro rata, Current Interest and any Carryforward Interest, as applicable, for each such Class and such Distribution Date; C. to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; D. to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; E. to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; F. to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; G. to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; H. to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; I. to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; J. to the Class M-8 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; K. to the Class M-9 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; L. to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; M. on the Distribution Dates occurring in January 2006, February 2006 and March 2006, to the Depositor an amount equal to the amount received during the related Due Period which constitutes Subsequent Mortgage Loan Interest; and N. for application in the same manner as the Monthly Excess Cashflow for such Distribution Date as provided in clause (iv) of this Section 4.02(b), any Interest Remittance Amount remaining after application pursuant to clauses A. through M. above. (ii) On each Distribution Date (a) prior to the Stepdown Date or (b) 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. commencing on the Distribution Date in March 2011, to the Class P Certificates, until the Class Principal Balance of such class has been reduced to zero; B. first to the Class A-R Certificates any Available Funds remaining and Class A-RL Certificates, concurrently on a pro rata basis, based on their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero, and then sequentially as follows: (I) first, concurrently on a pro rata basis, as follows, (a) to the Class A-1A Certificates, until the Class Principal Balance thereof has been reduced to zero and (b) to the Class A-1F1 Certificates and the Class A-1F2 Certificates, with the total under this clause (ii)B.(I)(b) distributed sequentially to the Class A-1F1 Certificates and Class A-1F2 Certificates, in that order, in each case until the Class Principal Balance thereof has been reduced to zero, and (II) concurrently on a pro rata basis, to the Class A-2A Certificates and Class A-2F Certificates in each case until the Class Principal Balance thereof has been reduced to zero; C. to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; F. to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; G. to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; H. to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; I. to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; J. to the Class M-8 Certificates, until the Class Principal Balance of such Class has been reduced to zero; K. to the Class M-9 Certificates, until the Class Principal Balance of such Class has been reduced to zero; L. to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and M. for application in the same manner as the Monthly Excess Cashflow for such Distribution Date, as provided in clause (iv) of this Section 4.02(b), any Principal Payment Amount remaining after application pursuant to clauses A. through L. above. (iii) On each Distribution Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event has not occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: A. commencing on the Distribution Date in March 2011 or thereafter, to the Class P Certificates, until the Class Principal Balance of such Class has been reduced to zero; B. to the Class A-1A, Class A-1F1, Class A-1F2, Class A-2A and Class A-2F Certificates , the Senior Principal Payment Amount for such Distribution Date, allocated sequentially as follows: first (I) concurrently on a pro rata basis, as follows: (a) to the Class A-1A Certificates, until the Class Principal Balance thereof has been reduced to zero and (b) to the Class A-1F1 Certificates and the Class A-1F2 Certificates, with the total amount under this clause (iii)B.(I)(b) distributed sequentially to the Class A-1F1 Certificates and Class A-1F2 Certificates, in that order, in each case until the Class Principal Balance thereof has been reduced to zero, and (II) concurrently on a pro rata basis, to the Class A-2A Certificates and Class A-2F Certificate in each case until the Class Principal Balance thereof has been reduced to zero; C. to the Class M-1 Certificates, the Class M-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, the Class M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class M-3 Certificates, the Class M-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; F. to the Class M-4 Certificates, the Class M-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; G. to the Class M-5 Certificates, the Class M-5 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; H. to the Class M-6 Certificates, the Class M-6 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; I. to the Class M-7 Certificates, the Class M-7 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; J. to the Class M-8 Certificates, the Class M-8 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; K. to the Class M-9 Certificates, the Class M-9 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; L. to the Class B-1 Certificates, the Class B-1 Principal Payment Amount for such distribution date, until the Class Principal Balance of such class has been reduced to zero; and M. for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in clause (iv) of this Section 4.02(b), any Principal Payment Amount remaining after application pursuant to clauses A. through L. above. (iv) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: A. an amount equal to the aggregate Realized Losses on the Mortgage Loans incurred during the related REMIC Collection Period, such amount to be added to the Principal Payment Amount and distributed as set forth above in Section 4.02(b)(ii) and (iii) (any such amount, an “Excess Cashflow Loss Payment”); B. on the first Distribution Date, an amount equal to the Monthly Excess Cashflow for such Distribution Date remaining after application of all amounts described the distribution in clauses clause (iv)A. above to the Class X-1 Certificates; C. except for the two Distribution Dates, until the Overcollateralization Amount equals the Targeted Overcollateralization Amount for such date, on each Distribution Date (I) (a) and prior to the Stepdown Date or (b) with respect to which a Trigger Event has occurred, to the extent of this Section 4.2Monthly Excess Interest for such Distribution Date, to fund any principal distributions to the Class A-1A, Class A-1F1, Class A-1F2, Class A-2A, Class A-2F, Class A-R, Class A-RL, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates required to be made on such Distribution Date set forth above in clause (ii) above, after giving effect to the distribution of the Principal Payment Amount for such Distribution Date, in accordance with the priorities set forth therein. (II) on each Distribution Date on or after the Stepdown Date and with respect to which a Trigger Event has not occurred, to fund any principal distributions to the Class A-1A, Class A-1F1, Class A-1F2, Class A-2A, Class A-2F, Class A-R, Class A-RL, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates required to be made on such Distribution Date set forth above in clause (iii) above, after giving effect to the distribution of the Principal Payment Amount for such Distribution Date, in accordance with the priorities set forth therein; D. to the Class M-1 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; E. to the Class M-2 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; F. to the Class M-3 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; G. to the Class M-4 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; H. to the Class M-5 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; I. to the Class M-6 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; J. to the Class M-7 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; K. to the Class M-8 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; L. to the Class M-9 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; M. to the Class B-1 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; N. to the Class A-1A, Class A-1F1, Class A-1F2, Class A-2A and Class A-2F Certificates, pro rata, any applicable Basis Risk Shortfall for each such Class, to the extent not paid from amounts in the Swap Account; O. to the Class M-1 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; P. to the Class M-2 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; Q. to the Class M-3 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; R. to the Class M-4 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; S. to the Class M-5 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; T. to the Class M-6 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; U. to the Class M-7 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II I, Group II, and Group III Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), (c) and (d), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each all of the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class III-A-1 Certificates, Certificates until the Class Certificate Balance thereof has been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class II-A-1 and Class II-A-2 Certificates, pro rata, until the Class Certificate Balances thereof have each been reduced to zero. (d) Amounts allocated to the Group III Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class III-A-1 and Class III-A-2 Certificates, pro rata, until the Class Certificate Balances thereof have each been reduced to zero. (e) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b), (c) and (bd) of this Section 4.24.

Priorities of Distribution. (a1) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Loan Group 1 from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Group 1 Senior Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 1 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to each Class of Group 1 Senior Certificates as follows: (A) [reserved]; and (B) on each Distribution Date, the Principal Amount for Loan Group 1, up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed in the following priority: (a) to the Class A-R Certificates, until its Class Certificate GroupBalance is reduced to zero; and (b) concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero; (iv) [reserved]; (2) On each Distribution Date, the Accrued Certificate Trustee shall withdraw the Available Funds for Loan Group 2 from the Distribution Account and apply such funds to distributions on the Group 2 Senior Certificates in the following priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 2 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to each Class of Group 2 Senior Certificates as follows: (A) [reserved]; (B) on each Distribution Date, the Principal Amount for Loan Group 2, up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed to the Class 2-A-1 Certificates, until its Class Certificate Balance is reduced to zero; (3) On each Distribution Date, after making the distributions described in Section 4.02(a)(1) and Section 4.02(a)(2), Available Funds from each Loan Group remaining will be distributed to the Senior Certificates to the extent provided in Section 4.03; (4) On each Distribution Date, Available Funds from each Loan Group remaining after making the distributions described in Section 4.02(a)(1), Section 4.02(a)(2) and Section 4.02(a)(3) will be distributed to the Subordinated Certificates, subject to paragraph 4.02(e) below, in the following order of priority: (A) to the Class B-1 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (ivB) to the Class B-1 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (C) to the Class B-2 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (vD) to the Class B-2 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (E) to the Class B-3 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (viF) to the Class B-3 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (G) to the Class B-4 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (viiH) to the Class B-4 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (I) to the Class B-5 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (viiiJ) to the Class B-5 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (K) to the Class B-6 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; and (ixL) to the Class B-6 Certificates, an amount allocable to the extent of remaining Available Funds for each Mortgage Pool, but subject principal equal to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable its Pro Rata Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, Date until the Class Certificate Balance thereof has been is reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon (or added to the balance thereof); provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this priority (i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with the priorities described below in subsection (c); (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts being allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this priority (ii) but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to priority first above, and distributed in accordance with the priorities described below in subsection (c); (iii1) to the Classes of Senior Certificates entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date andDate, in the case of the Group II Senior Certificates, (in the order of priority set forth below in Section 4.2(b)), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates, from the Available Funds, to the Class PO Certificates, in reduction of the Class Certificate Balance thereof, the Class PO Principal Distribution Amount for such Distribution Date until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the Subordinated Optimal Principal Amount for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vvi) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vivii) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiviii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiiix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date.; (b) Amounts allocated to the Group II Senior Certificates pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed sequentially, in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) concurrently, to the Class A-4 and Class A-5 Certificates, pro rata, in an amount up to the NAS Principal Distribution Amount for such Distribution Date, until the respective Class Certificate Balances of each have been reduced to zero; (iii) to the Class A-1, Class A-2, Class A-6 and Class A-7 Certificates, pro rata, in an amount up to $3,900,000 for such Distribution Date, until the respective Class Certificate Balances of each have been reduced to zero; (iv) to the Class A-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (v) to the Class A-1, Class A-2, Class A-6 and Class A-7 Certificates, pro rata, until the respective Class Certificate Balances of each have been reduced to zero; and (vi) concurrently, to the Class A-4 and Class A-5 Certificates, pro rata, without regard to the NAS Principal Distribution Amount, until the respective Class Certificate Balances of each have been reduced to zero. (c) On each Distribution Date prior to the Accretion Termination Date for the Class A-3 Certificates, the Accrual Amount related to the Class A-3 Certificates on such date will be distributed (prior to giving effect to the distributions above), in the following order of priority: (i) to the Class A-1, Class A-2, Class A-6 and Class A-7 Certificates, pro rata, until the respective Class Certificate Balances of each have been reduced to zero; and (ii) to the Class II-A-1 A-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates Certificates, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) through (c) and (be). Any distributions pursuant to this subsection (d) shall not reduce the Class Certificate Balance of the Class A-R Certificates. (e) On and after the Cross-Over Date, the amount distributable to the Senior Certificates pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the Classes of Senior Certificates (other than the Principal Only Certificates), pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Sections 4.2(a) through (c) above. (f) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (v) through (x) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in clauses (v) through (x) of Section 4.2(a) . (g) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”), in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.24.2(a)(iii). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be (i) with respect to the Principal Only Certificates, based on the applicable PO Percentage of the principal portion of the Realized Loss previously allocated thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes of the next to last sentence of the preceding paragraph), and (ii) with respect to any other Class of Certificates, based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the applicable Non-PO Percentage of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans); provided however, that (i) the share of an Unanticipated Recovery allocable to a Principal Only Certificate with respect to any Mortgage Loan (or Loans) shall be reduced by the applicable PO Percentage of the aggregate amount previously distributed to such Class in respect of such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to the Principal Only Certificates have been so reduced shall be distributed to the Classes of Certificates described in clause (ii) of the preceding paragraph in the same proportion as described in such clause (ii). For purposes of the preceding sentence, any Class PO Deferred Amount distributable to a Principal Only Certificate on previous Distribution Dates shall be deemed to have been allocated in respect of the Mortgage Loans as to which the applicable PO Percentage of the principal portion of Realized Losses has previously been allocated to such Class on a pro rata basis (based on the amount of Realized Losses so allocated).

Priorities of Distribution. (a1) On With respect to the Available Funds for Loan Group 1, on each Distribution Date, the Trustee shall withdraw the such Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the specified Classes of Group 1 Senior Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of such funds remaining: (i) concurrently, to each interest-bearing Class of Group 1 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount for such Distribution Date, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall, provided, however, that the amount of interest otherwise distributable to the Class I-A-IO Certificates shall be deposited into the Carryover Reserve Fund and shall be distributed in accordance with Section 4.02(a)(10); and (ii) to each Class of Group 1 Senior Certificates, concurrently as follows: the related Principal Amount, up to the amount of the Senior Principal Distribution Amount for Loan Group 1 for such Distribution Date, will be distributed sequentially, to the Class A-R and Class I-A Certificates, in that order, until their respective Class Certificate Balances are reduced to zero. (2) With respect to the Available Funds for Loan Group 2, on each Distribution Date, the Trustee shall withdraw such Available Funds from the Distribution Account and apply such funds to distributions on the Class II-A-1 Certificates in the following order and priority and, in each case, to the extent of such funds remaining: (i) an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount for such Distribution Date; and (ii) the related Principal Amount, up to the amount of the Senior Principal Distribution Amount for Loan Group 2 for such Distribution Date, will be distributed to the Class II-A-1 Certificates until its Class Certificate Balance is reduced to zero. (3) With respect to the Available Funds for Loan Group 3, on each Distribution Date, the Trustee shall withdraw such Available Funds from the Distribution Account and apply such funds to distributions on the specified Classes of Group 3 Senior Certificates in the following order and priority and, in each case, to the extent of such funds remaining: (i) concurrently, to each Class of Group 3 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount for such Distribution Date, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; and (ii) to the Class II-A-2 Certificates, the related Principal Amount, up to the amount of the Senior Principal Distribution Amount for Loan Group 3 for such Distribution Date until its Class Certificate Balance is reduced to zero. (4) With respect to the Available Funds for Loan Group 4, on each Distribution Date, the Trustee shall withdraw such Available Funds from the Distribution Account and apply such funds to distributions on the Class II-A-3 Certificates in the following order and priority and, in each case, to the extent of such funds remaining: (i) an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount for such Distribution Date; and (ii) the related Principal Amount, up to the amount of the Senior Principal Distribution Amount for Loan Group 4 for such Distribution Date, until the Class Certificate Balance of the Class II-A-3 Certificates is reduced to zero. (5) With respect to the Available Funds for Loan Group 5, on each Distribution Date, the Trustee shall withdraw such Available Funds from the Distribution Account and apply such funds to distributions on the specified Classes of Group 5 Senior Certificates in the following order and priority and, in each case, to the extent of such funds remaining: (i) concurrently, to each Class of Group 5 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount for such Distribution Date, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; and (ii) to the Class II-A-4 Certificates, the related Principal Amount, up to the amount of the Senior Principal Distribution Amount for Loan Group 5 for such Distribution Date, until the Class Certificate Balance of the Class II-A-4 Certificates is reduced to zero. (6) With respect to the Available Funds for Loan Group 6, on each Distribution Date, the Trustee shall withdraw such Available Funds from the Distribution Account and apply such funds to distributions on the Class II-A-5 Certificates in the following order and priority and, in each case, to the extent of such funds remaining: (i) an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount for such Distribution Date; (ii) the related Principal Amount, up to the amount of the Senior Principal Distribution Amount for Loan Group 6 for such Distribution Date, until the Class Certificate Balance of the Class II-A-5 Certificates is reduced to zero. (7) On each Distribution Date, Available Funds from all Loan Groups in Aggregate Loan Group II remaining after making the distributions described in Section 4.02(a)(2) through Section 4.02(a)(6), will be distributed to the Group II Senior Certificates to the extent provided in Section 4.05. (8) On each Distribution Date, Available Funds from Aggregate Loan Group I remaining after making the distributions described in Section 4.02(a)(1) above, will be distributed to the Group I Subordinated Certificates and the Class A-R Certificates in the following order and priority and, in each case, to the extent of such funds remaining: (i) to the Classes of Senior Certificates of Class I-M Certificates, an amount allocable to interest equal to the related Certificate Group, the Accrued Certificate Class Optimal Interest on each Distribution Amount for such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of Class I-M Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the related Class Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, Balance thereof is reduced to the extent of remaining Available Funds from the related Mortgage Poolzero; (iii) to the Classes of Senior Certificates of the related Certificate GroupClass I-B-1 Certificates, an amount allocable to interest equal to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Class Optimal Principal Interest Distribution Amount for such Class for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zeroDate; (iv) to the Class I-B-1 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (v) to the Class I-B-2 Certificates, an amount allocable to interest equal to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Class Optimal Interest thereon Distribution Amount for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share Class for such Distribution Date; (vi) to the Class B-3 I-B-2 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (vii) to the Class B-4 I-B-3 Certificates, an amount allocable to interest equal to the extent amount of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Class Optimal Interest thereon Distribution Amount for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share Class for such Distribution Date; (viii) to the Class B-5 I-B-3 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (ix) to the extent of remaining Available Funds for the Mortgage PoolsClass I-B-4 Certificates, but subject an amount allocable to interest equal to the prior payment amount of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Class Optimal Interest thereon Distribution Amount for such Class for such Distribution Date; (x) to the Class I-B-4 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (2xi) any Accrued Certificate to the Class I-B-5 Certificates, an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; and (ixxii) to the Class B-6 I-B-5 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; and (xiii) to the Class A-R Certificates, any remaining funds with respect to Aggregate Loan Group I. (9) On each Distribution Date, Available Funds from all Loan Groups in Aggregate Loan Group II remaining after making the distributions described in Section 4.02(a)(2) through Section 4.02(a)(7) above, will be distributed to the Group II Subordinated Certificates and the Class A-R Certificates in the following order and priority and, in each case, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priorityfunds remaining: (i) to the Class II-A-R M Certificates, until an amount allocable to interest equal to the Class Certificate Balance thereof has been reduced to zero; andOptimal Interest Distribution Amount for such Class for such Distribution Date; (ii) to the Class II-A-1 M Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof has been is reduced to zero.; (ciii) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-AB-1 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (iv) to the Class II-R Certificates any Available Funds remaining in the related REMIC B-1 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date after application until the Class Certificate Balance thereof is reduced to zero; (v) to the Class II-B-2 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (vi) to the Class II-B-2 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (vii) to the Class II-B-3 Certificates, an amount allocable to interest equal to the amount of all amounts described in clauses the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; —(aviii) and (b) of this Section 4.2to the Class II-B-3 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of LIBOR Certificates in the following order of priority: (A) to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amount and any Unpaid Interest Amounts for such Distribution Date, allocated in accordance with clauses (iv), (v) and (vi) of this Section 4.02(a); (B) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such 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 (a) before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been are reduced to zero; (ivb) sequentially to the Class B-1 CertificatesM-1, to the extent of remaining Available Funds for the Mortgage PoolsClass M-2, but subject to the prior payment of amounts described under Section 4.2(g)Class M-3, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution DateClass B-1, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 CertificatesB-2, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following that order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the respective Class Certificate Balance thereof has been Balances are reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw make the Available following distributions from the Distribution Account of an amount equal to the Interest Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingpriority: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Interest Funds for each Group, to the extent of remaining Available Funds from related Class A Certificates and the related Mortgage PoolClass A-IO Certificate, the related Senior Optimal Principal Current Interest and any Interest Carry Forward Amount for the such Distribution Date andClass A Certificates (or, in the case of the Class A-IO Certificates, the applicable Allocable Portion thereof); provided, however, that any Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) Interest Funds distributable to the Class B-1 CertificatesAV-1 Certificates shall be derived solely from the Subgroup IIA Mortgage Loans, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for and any such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) funds distributable to the Class B-2 AV-2 Certificates shall be derived solely from the Subgroup IIB Mortgage Loans; provided further, that any shortfall in available amounts in respect of the Group I Class A Certificates shall be applied, pro rata, among the Group I Class A Certificates, to . (ii) any remaining amounts from both the extent of remaining Available Interest Funds for the Mortgage Pools, but subject Group I and Group II shall be combined and distributed pursuant to the prior payment of amounts described under Section 4.2(g), in the following order: (14.1(b) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Datehereof. (b) Amounts allocated to On each Distribution Date, the Group II Senior Certificates Trustee shall apply all amounts remaining pursuant to Section 4.2(a)(iii4.1(a)(ii) above will be distributed in the following order of priority: (i) to the Class II-A-R M-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero; andCurrent Interest thereon; (ii) to the Class II-A-1 M-2 Certificates, until Current Interest thereon; (iii) to the Class Certificate Balance thereof has been reduced B-1 Certificates, Current Interest thereon; (iv) to zerothe Class X-IO Certificates, Current Interest thereon; and (v) any remaining amounts pursuant to Section 4.1(f) hereof. (c) On each Distribution Date, the Trustee shall distribute make the following distributions from the Distribution Account of an amount equal to the Holders Principal Distribution Amount for each Group as follows: o From the Principal Distribution Amount for Group I, in an amount up to the Group I Class A Principal Distribution Amount as follows: (x) the Class AF-6 Principal Distribution Amount to the Class AF-6 Certificates until the Certificate Principal Balance thereof has been reduced to zero, and (y) the balance of the Group I Class A Principal Distribution Amount sequentially to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Certificates, in that order, so that no such distribution pursuant to this clause (y) will be made to any such Class until the Certificate Principal Balances of all Group I Class A Certificates with a lower numeral designation shall have been reduced to zero; provided, however, that, on any Distribution Date on or after the Credit Support Depletion Date, the Group I Class A Principal Distribution Amount will be distributed pro rata and not sequentially to the Group I Class A Certificates; o From the Principal Distribution Amount for Group II-A-R , in an amount up to the Group II Class A Principal Distribution Amount as follows: (x) amounts constituting Principal Funds for the Subgroup IIA Mortgage Loan will be distributed to the Class AV-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and (y) amounts constituting Principal Funds for the Subgroup IIB Mortgage Loans will be distributed to the Class AV-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; provided that any Available Funds remaining excess interest (representing the allocable portion of the Extra Principal Distribution Amount) included in the related REMIC Group II Class A Principal Distribution Amount will be distributed to the Class AV-1 and Class AV-2 Certificate pro rata, based on the Principal Funds received for such each Subgroup; o In the event the Certificate Principal Balance of one or more of the (A) Group I Class A Certificates, (B) the Class AV-1 Certificates or (C) the Class AV-2 Certificates has been reduced to zero, on each Distribution Date after application thereafter principal distributions otherwise distributable to such retired Certificates will be applied to such remaining Classes, pro rata, on the basis of all amounts described their Certificate Principal Balances. Any such distributions in clauses (a) and (b) respect of the Group I Class A Certificates will be distributed to such Classes in the manner provided in the first subparagraph of this Section 4.2Section.

Priorities of Distribution. (a1) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Loan Group 1 from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Group 1 Senior Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 1 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes of Senior Certificates in proportion to the amount of the related Certificate Group, Class Optimal Interest Distribution Amount that would have been distributed in the Accrued Certificate Interest on each absence of such Class for such Distribution Dateshortfall; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool[reserved]; (iii) concurrently, to each Class of Group 1 Senior Certificates as follows: (A) [reserved]; and (B) on each Distribution Date, the Principal Amount for Loan Group 1, up to the Classes of Senior Certificates amount of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Distribution Amount for such Distribution Date and, in will be distributed to the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), Class 1-A-1 Certificates until the respective its Class Certificate Balances thereof have been Balance is reduced to zero; (iv) [reserved]; (2) On each Distribution Date, the Trustee shall withdraw the Available Funds for Loan Group 2 from the Distribution Account and apply such funds to distributions on the Class B-1 CertificatesGroup 2 Senior Certificates in the following order and priority and, in each case, to the extent of remaining Available Funds for the Mortgage Poolsremaining: (i) concurrently, but subject to each interest-bearing Class of Group 2 Senior Certificates, an amount allocable to interest equal to the prior payment related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of amounts described under Section 4.2(g)the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to each Class of Group 2 Senior Certificates as follows: (A) [reserved]; (B) on each Distribution Date, the Principal Amount for Loan Group 2, up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date;order of priority: (va) to the Class B-2 A-R Certificates until its Class Certificate Balance is reduced to zero; and (b) concurrently, to the Class 2-A-1 and Class 2-A-2 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero; (3) On each Distribution Date, the Trustee shall withdraw the Available Funds for Loan Group 3 from the Distribution Account and apply such funds to distributions on the Group 3 Senior Certificates in the following order and priority and, in each case, to the extent of remaining Available Funds for the Mortgage Poolsremaining: (i) concurrently, but subject to each interest-bearing Class of Group 3 Senior Certificates, an amount allocable to interest equal to the prior payment related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of amounts described under the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall, provided that the amount otherwise distributable on the Class 3-X Certificates, up to the amount of the Required Reserve Fund Deposit, shall be deposited in the Class 3-A-2 Carryover Reserve Fund to txx xxxxxx xxxxxxxx xx Section 4.2(g)4.07; (ii) [reserved]; (iii) concurrently, to each Class of Group 3 Senior Certificates as follows: (A) [reserved]; (B) on each Distribution Date, the Principal Amount for Loan Group 3, up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date;order of priority: (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(ga) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) an amount up to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds $1,000 for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed Date in the following order of priority: (i) to the Class II3-A-R Certificates, A-2 Certificates until the its Class Certificate Balance thereof has been is reduced to zero; (ii) to the Class 3-A-3 Certificates, the Priority Amount until its Class Certificate Balance is reduced to zero; (iii) to the Class 3-A-4 Certificates until its Class Certificate Balance is reduced to zero; and (iiiv) to the Class II3-A-1 A-3 Certificates, without regard to the Priority Amount, until the its Class Certificate Balance thereof has been is reduced to zero.; (b) in an amount up to $2,250,000 for each Distribution Date, to the Class 3-A-1 Certificates until its Class Certificate Balance is reduced to zero; (c) to the Class 3-A-2 Certificates until its Class Certificate Balance is reduced to zero; (d) to the Class 3-A-3 Certificates, the Priority Amount until its Class Certificate Balance is reduced to zero; (e) to the Class 3-A-4 Certificates until its Class Certificate Balance is reduced to zero; (f) to the Class 3-A-3 Certificates, without regard to the Priority Amount, until its Class Certificate Balance is reduced to zero; and (g) to the Class 3-A-1 Certificates until its Class Certificate Balance is reduced to zero; (4) On each Distribution Date, the Trustee shall distribute withdraw the Available Funds for Loan Group 4 from the Distribution Account and apply such funds to distributions on the Group 4 Senior Certificates in the following order and priority and, in each case, to the Holders extent of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2remaining:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts being allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) (1) to the Classes of Senior Certificates entitled to distributions of principal, other than the Class PO Certificates, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date andDate, in the case of the Group II Senior Certificates, (in the order of priority set forth below in Section 4.2(b)), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates, from the Available Funds, to the Class PO Certificates, in reduction of the Class Certificate Balance thereof, the Class PO Principal Distribution Amount for such Distribution Date until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class PO Certificates, the Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the Subordinated Optimal Principal Amount for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vvi) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vivii) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiviii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiiix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed sequentially, in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) concurrently, as follows: (A) 25.0000000000% of the remaining Senior Optimal Principal Amount for such Distribution Date, to the Class A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (B) 26.2008733624% of the remaining Senior Optimal Principal Amount for such Distribution Date, in the following order of priority; i. to the Class A-9 and Class A-10 Certificates, pro rata, the NAS I Principal Distribution Amount for such Distribution Date, until the respective Class Certificate Balances of each have each been reduced to zero; ii. to the Class A-5 Certificates, until an amount of $1,000 has been paid on each Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; iii. to the Class A-7 Certificates, until an amount of $382,360 has been paid on each Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; iv. sequentially, to the Class A-5 and Class A-7 Certificates, in that order, until the respective Class Certificate Balances of each have been reduced to zero; and v. to the Class A-9 and Class A-10 Certificates, pro rata, without regard to the NAS I Principal Distribution Amount for such Distribution Date, until the respective Class Certificate Balances of each have each been reduced to zero; and (iiC) 48.7991266376% of the remaining Senior Optimal Principal Amount for such Distribution Date, in the following order of priority; i. to the Class II-A-1 A-8 Certificates, the NAS II Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; ii. sequentially, to the Class A-3 and Class A-4 Certificates, in that order, until the respective Class Certificate Balances of each have been reduced to zero; and iii. to the Class A-8 Certificates, without regard to the NAS II Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and through (b) and (d). Any distributions pursuant to this subsection (c) shall not reduce the Class Certificate Balance of the Class A-R Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Senior Certificates pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the Classes of Senior Certificates (other than the Class PO Certificates), pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Sections 4.2(a) through (b) above. (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (v) through (x) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in clauses (v) through (x) of Section 4.2(a) . (f) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”), in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.24.2(a)(iii). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be (i) with respect to the Class PO Certificates, based on the PO Percentage of the principal portion of the Realized Loss previously allocated thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes of the next to last sentence of the preceding paragraph), and (ii) with respect to any other Class of Certificates, based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the Non-PO Percentage of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans); provided however, that (i) the share of an Unanticipated Recovery allocable to a Principal Only Certificate with respect to any Mortgage Loan (or Loans) shall be reduced by the PO Percentage of the aggregate amount previously distributed to such Class in respect of such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to the Class PO Certificates have been so reduced shall be distributed to the Classes of Certificates described in clause (ii) of the preceding paragraph in the same proportion as described in such clause (ii). For purposes of the preceding sentence, any Class PO Deferred Amount distributable to a Principal Only Certificate on previous Distribution Dates shall be deemed to have been allocated in respect of the Mortgage Loans as to which the PO Percentage of the principal portion of Realized Losses has previously been allocated to such Class on a pro rata basis (based on the amount of Realized Losses so allocated).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage PoolFunds; (iii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, and in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of and the related Certificate Group Excess Master Servicing fee in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date[Reserved]; (ii) concurrently, to each interest-bearing Class of Senior Certificates, an amount allocable to interest equal to the Classes of Senior Certificates related Class Optimal Interest Distribution Amount and to payment to the Master Servicer of the related Certificate GroupExcess Master Servicing Fee for such Distribution Date, any Accrued shortfall being allocated among such Classes and to payment of the Excess Master Servicing Fee in proportion to the amount of the Class Optimal Interest Distribution Amount and the Excess Master Servicing Fee that would have been distributed in the absence of such shortfall; provided, however, that prior to and including the Accrual Termination Date, the amount otherwise distributable as interest on the Class A-4 Certificates on such Distribution Date shall be added to their respective Class Certificate Interest thereon remaining undistributed from previous Balances, provided, further, that if a successor to Countrywide Home Loans, Inc. shall be appointed as Master for any reason, the Excess Master Servicing Fee for each Distribution DatesDate following such appointment shall be paid, pursuant to this Section 4.02(a)(ii), to Countrywide Home Loans, Inc., and not to such successor to the extent of remaining Available Funds from the related Mortgage PoolMaster Servicer; (iii) to the Classes of Senior Certificates of Class A-4 Accrual Amount will be distributed as principal in accordance with the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zeroapplicable Accretion Direction Rule; (iv) to the each Class B-1 of Senior Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priorityconcurrently as follows: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2

Priorities of Distribution. (a1) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Loan Group 1 from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Group 1 Senior Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 1 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes of Senior Certificates in proportion to the amount of the related Certificate Group, Class Optimal Interest Distribution Amount that would have been distributed in the Accrued Certificate Interest on each absence of such Class for such Distribution Dateshortfall; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool[reserved]; (iii) concurrently, to each Class of Group 1 Senior Certificates as follows: (A) [reserved]; (B) on each Distribution Date, the Principal Amount for Loan Group 1, up to the Classes of Senior Certificates amount of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Distribution Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, Certificates until the its Class Certificate Balance thereof has been is reduced to zero; and (ii) concurrently, to the Class II1-A-1 and Class 1-A-2 Certificates, pro rata, until the their respective Class Certificate Balance thereof has been Balances are reduced to zero.; and (civ) [reserved]; (2) On each Distribution Date, the Trustee shall distribute withdraw the Available Funds for Loan Group 2 from the Distribution Account and apply such funds to distributions on the Group 2 Senior Certificates in the following order and priority and, in each case, to the Holders extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 2 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class II-A-R Certificates any Available Funds remaining Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to each Class of Group 2 Senior Certificates as follows: (A) [reserved]; (B) on each Distribution Date, the Principal Amount for Loan Group 2, up to the amount of the related REMIC Senior Principal Distribution Amount for such Distribution Date will be distributed, concurrently, to the Class 2-A-1, and Class 2-A-2 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero; (3) On each Distribution Date, the Trustee shall withdraw the Available Funds for Loan Group 3 from the Distribution Account and apply such funds to distributions on the Group 3 Senior Certificates in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 3 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to each Class of Group 3 Senior Certificates as follows: (A) [reserved]; (B) on each Distribution Date, the Principal Amount for Loan Group 3, up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed, concurrently, to the Class 3-A-1, and Class 3-A-2 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero; (4) On each Distribution Date, the Trustee shall withdraw the Available Funds for Loan Group 4 from the Distribution Account and apply such funds to distributions on the Group 4 Senior Certificates in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 4 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to each Class of Group 4 Senior Certificates as follows: (A) [reserved]; (B) on each Distribution Date, the Principal Amount for Loan Group 4, up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed, concurrently, to the Class 4-A-1 and Class 4-A-2 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero; (5) On each Distribution Date, after application making the distributions described in Section 4.02(a)(1), Section 4.02(a)(2), Section 4.02(a)(3) and Section 4.02(a)(4), Available Funds from each Loan Group remaining will be distributed to the Senior Certificates to the extent provided in Section 4.03. (6) On each Distribution Date, Available Funds from all Loan Groups remaining after making the distributions described in Section 4.02(a)(1), Section 4.02(a)(2), Section 4.02(a)(3), Section 4.02(a)(4) and Section 4.02(a)(5) will be distributed to the Subordinated Certificates, subject to paragraph 4.02(e) below, in the following order of priority: (A) to the Class B-1 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (B) to the Class B-1 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (C) to the Class B-2 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (D) to the Class B-2 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (E) to the Class B-3 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (F) to the Class B-3 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (G) to the Class B-4 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (H) to the Class B-4 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (I) to the Class B-5 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (J) to the Class B-5 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (K) to the Class B-6 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; and (L) to the Class B-6 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (7) [reserved]; and (8) to the Class A-R Certificates, any remaining funds; provided, that such amounts shall not include the $100 held in trust for the Class P Certificates. On each Distribution Date, all amounts described representing Prepayment Charges received during the related Prepayment Period will be distributed to the holders of the Class P Certificates. On the Distribution Date immediately following the expiration of the latest Prepayment Charge Period of the Mortgage Loans, the $100 held in clauses (a) and trust for the Class P Certificates will be distributed to the holders of the Class P Certificates. (b) [reserved]. (c) [reserved]. (d) On each Distribution Date, the amount referred to in clause (i) of this the definition of Class Optimal Interest Distribution Amount for each Class of Certificates for such Distribution Date shall be reduced by (i) the related Class' pro rata share of Net Prepayment Interest Shortfalls based on (x) with respect to a Class of Senior Certificates, the related Class Optimal Interest Distribution Amount and (y) with respect to a Class of Subordinated Certificates on or prior to the third Senior Termination Date, the related Assumed Interest Amount for such Distribution Date or after the third Senior Termination Date, the Class Optimal Interest Distribution Amount for such Distribution Date, in each case in the absence of such Net Prepayment Interest Shortfalls and (ii) the related Class' Allocable Share of (A) after the Special Hazard Coverage Termination Date, with respect to each Mortgage Loan in the related Loan Group (or, after the Senior Credit Support Depletion Date, any Mortgage Loan) that became a Special Hazard Mortgage Loan during the calendar month preceding the month of such Distribution Date, the excess of one month's interest at the Adjusted Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month, (B) after the Bankruptcy Coverage Termination Date, with respect to each Mortgage Loan in the related Loan Group (or, after the Senior Credit Support Depletion Date, any Mortgage Loan) that became subject to a Bankruptcy Loss during the calendar month preceding the month of such Distribution Date, the interest portion of the related Debt Service Reduction or Deficient Valuation, (C) each Relief Act Reduction for the Mortgage Loans in the related Loan Group (or, after the Senior Credit Support Depletion Date, any Mortgage Loan) incurred during the calendar month preceding the month of such Distribution Date and (D) after the Fraud Loss Coverage Termination Date, with respect to each Mortgage Loan in the related Loan Group (or, after the Senior Credit Support Depletion Date, any Mortgage Loan) that became a Fraud Loan during the calendar month preceding the month of such Distribution Date, the excess of one month's interest at the related Adjusted Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month. (e) Notwithstanding the priority and allocation contained in Section 4.24.02(a), if, with respect to any Class of Subordinated Certificates, on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all Classes of Subordinated Certificates that have a higher numerical Class designation than such Class (the "Applicable Credit Support Percentage") is less than the Original Applicable Credit Support Percentage for such Class, no distribution of Principal Prepayments on the Mortgage Loans will be made to any such Classes (the "Restricted Classes") and the amount of such Principal Prepayments otherwise distributable to the Restricted Classes shall be distributed to the Classes of Subordinated Certificates having lower numerical Class designations than such Class, pro rata, based on their respective Class Certificate Balances immediately prior to such Distribution Date and shall be distributed in the sequential order set forth in Section 4.02(a)(6). Notwithstanding the foregoing, the Class of Subordinated Certificates then outstanding with the lowest numerical class designation shall not be a Restricted Class. (f) If the amount of a Realized Loss on a Mortgage Loan in a Loan Group has been reduced by application of Subsequent Recoveries with respect to such Mortgage Loan, the amount of such Subsequent Recoveries will be applied sequentially, in the order of payment priority, to increase the Class Certificate Balance of each related Class of Certificates to which Realized Losses have been allocated, but in each case by not more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. Holders of such Certificates will not be entitled to any payment in respect of the Class Optimal Interest Distribution Amount on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Balance of each Certificate of such Class in accordance with its respective Percentage Interest.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw Securities Administrator 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 for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) holders of each Class of Offered Certificates and to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Supplemental Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed Account in the following order of priority: (A) from the Interest Remittance Amount, to the Supplemental Interest Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider (to the extent not previously received by the Swap Provider as a Replacement Swap Provider Payment), other than a Defaulted Swap Termination Payment, if any; (B) concurrently, on a pro rata basis based upon their respective entitlements, to the Holders of the A Certificates and any related Accrued Certificate Interest and any Unpaid Interest Amounts for each such Class, as applicable, on such Distribution Date; (C) from any remaining Interest Remittance Amount, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amount, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amount, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amount, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (G) from any remaining Interest Remittance Amount, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (I) prior to the Stepdown Date or (II) with respect to which a Trigger Event is in effect, to the Supplemental Interest Account and to the Holders of the related Class or Classes of Offered Certificates then entitled to distributions of principal, 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: (1) to the extent unpaid after the distributions pursuant to clause (i)(A) above, to the Supplemental Interest Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment (to the extent not previously received by the Swap Provider as a Replacement Swap Provider Payment), other than a Defaulted Swap Termination Payment, owed to the Swap Provider, if any; (2) (a) to the Class II-A-R A-1, Class A-2 and Class A-3 Certificates, until the pro rata, based on their respective Class Certificate Balance thereof has been Balances until their respective Class Certificate Balances are reduced to zero; and (ii3) sequentially to the Class II-A-1 CertificatesM-1, Class M-2, Class M-3, Class M-4 and Class M-5 Cexxxxxxxxxx, xx that order, until the their respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with Section 4.2(b)(i) below; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts shall be allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(ii) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with Section 4.2(b)(i) below; (iii) to the Classes of Senior Certificates Certificates, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b4.2(b)(ii), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date. (bi) On each Distribution Date, before distributions are made pursuant to the following paragraph, an amount equal to the Accrual Amount for the Class A-4 Certificates will be distributed in the following order of priority to the following Classes in reduction of their Class Certificate Balances: (1) to the Class A-2 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (2) concurrently, to the Class A-3 and Class A-6 Certificates, pro rata, until their respective Class Certificate Balances have been reduced to zero; (3) to the Class A-5 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (4) to the Class A-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (ii) Amounts allocated to the Group II Senior Certificates senior certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i1) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (2) to the Class A-1 Certificates, in an amount equal to the Class A-1 Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (3) to the Class A-2 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (4) concurrently, to the Class A-3 and Class A-6 Certificates, pro rata, until their respective Class Certificate Balances have been reduced to zero; (5) to the Class A-5 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (6) to the Class A-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii7) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. On each Distribution Date prior to the Accretion Termination Date, the Accrual Amount for the Accrual Certificates will be added to the Class Certificate Balance thereof. On each Distribution Date after the Cross-over Date, distributions of principal on the outstanding Senior Certificates entitled to principal distributions will be made pro rata among all such Certificates, regardless of the allocation, or sequential nature, of principal payments described above. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.24.2 on such Distribution Date. Any distributions pursuant to this subsection (c) shall not reduce the Class Certificate Balance of the Class A-R Certificates. (d) If on any Distribution Date the Class Certificate Balances of the Subordinated Certificates have each been reduced to zero, the amount distributable to the Senior Certificates pursuant to Section 4.2(a)(iii) for such Distribution Date and each succeeding Distribution Date shall be allocated among such Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2(a)(iii). (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Class B Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class of Class B Certificates pursuant to clauses (2), (3) and (5) of the Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates in order of priority, such that no such distribution shall be made to any Class of Certificates while a prior such Class is outstanding. (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month the Trustee shall withdraw from the Distribution Account and distribute to the Holders of each outstanding Class to which such Realized Loss had previously been allocated its share (determined as described in the succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute to the Holders of all outstanding Classes of the related Certificates to which Realized Losses had previously been allocated and not reimbursed their pro rata share (determined as described below) of such excess in an amount not to exceed the aggregate amount of any Realized Loss previously allocated to such Class with respect to any other Mortgage Loan that has not been recovered in accordance with this subsection (f). Any distributions made pursuant to this subsection (f) shall not reduce the Class Certificate Balance of the related Certificate. For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of LIBOR Certificates in the following order of priority: (A) concurrently, from the Interest Remittance Amount, to the Class A-1, Class A-2 and Class A-3 Certificates, the related Accrued Certificate GroupInterest Distribution Amount and any Unpaid Interest Amounts for such Distribution Date, allocated pro rata based on their respective entitlements to those amounts; (B) from any remaining Interest Remittance Amount, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) from any remaining Interest Remittance Amount, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amount, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amount, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amount, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (G) 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) before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been are reduced to zero; (ivb) sequentially to the Class B-1 CertificatesM-1, to the extent of remaining Available Funds for the Mortgage PoolsClass M-2, but subject to the prior payment of amounts described under Section 4.2(g)Class M-3, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution DateClass B-1, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 CertificatesB-2, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following that order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the respective Class Certificate Balance thereof has been Balances are reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I, Group II and Group III Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), (c) and (d), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently to the Class I-A-1 and Class I-A-2 Certificates, pro rata, until the Class Certificate Balance thereof has been reduced to zero (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates, Certificates until the Class Certificate Balance thereof has been reduced to zero. (cd) Amounts allocated to the Group III Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class III-A-1 and Class III-A-2 Certificates, pro rata, until the Class Certificate Balances thereof have each been reduced to zero. (e) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b), (c) and (bd) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw will make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of LIBOR Certificates in the following order of priority: (A) to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, in each case pursuant to the allocation set forth in clauses (iv), (v) and (vi) of this Section 4.02(a); (B) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class B-1 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-2 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-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (1) before the related Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class II-A-1 M-1, Class M-2, Class M-3, Class M-4, Class M-5, Xxxxx X-0, Xxass B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee Securities Administrator shall withdraw make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to from the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution DatesRemittance Amount, to the extent holders of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes each Class of Senior Principal Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed sequentially in the following order of priority: (iA) to the Class II-A-R A Certificates, until their respective Accrued Certificate Interest Distribution Amount and Unpaid Interest Amounts (allocated pro rata based on their entitlement to those amounts); (B) to the Class M-1 Certificates, their Accrued Certificate Balance thereof has Interest Distribution Amount; (C) to the Class M-2 Certificates, their Accrued Certificate Interest Distribution Amount; (D) to the Class M-3 Certificates, their Accrued Certificate Interest Distribution Amount; (E) to the Class M-4 Certificates, their Accrued Certificate Interest Distribution Amount; (F) to the Class B-1 Certificates, their Accrued Certificate Interest Distribution Amount; (G) to the Class B-2 Certificates, their Accrued Certificate Interest Distribution Amount; (H) to the Class B-3 Certificates, their Accrued Certificate Interest Distribution Amount; and (I) to the Class B-4 Certificates, their Accrued Certificate Interest Distribution Amount; (ii) (A) on each Distribution Date (x) before the Stepdown Date or (y) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of Principal Certificates and Residual 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) first concurrently to the Class R-1 and Class R-2 certificates, until their respective Class Certificate Balances have been reduced to zero; and; (iib) sequentially, to the Class II-A-1 A-1, Class A-2 and Class A-3 Certificates, in that order, until the their respective Class Certificate Balance thereof has Balances have been reduced to zero.; (cII) On each the portion of the available Principal Distribution DateAmount remaining after making the distributions set forth in clause (a)(ii)(A)(I)(b) above, the Trustee shall distribute sequentially to the Holders of the Class II-A-R Certificates any Available Funds remaining M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2that order, until their respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii1) to the Classes of Senior Certificates of the related Certificate Group, other than the Class I- A-PO Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates corresponding to Pool I, from the Available Funds for such Mortgage Pool, to the Class I-A-PO Certificates, the Class I-A-PO Principal Distribution Amount for such Distribution Date; (iv) to the Class I-A-PO Certificates, to the extent of remaining Available Funds, the Class I-A-PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the aggregate Subordinated Optimal Principal Amount for both Mortgage Pools on such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balance of the Class I-A-PO Certificates, and (3) no distribution will be made in respect of the Class I-A-PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date;: (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) to the Class I-A-1 Certificates, an amount up to the NAS Principal Distribution Amount for such date, until the Class Certificate Balance thereof has been reduced to zero; (iii) sequentially as follows: (1) concurrently, to the Class I-A-2, Class I-A-4 and Class I-A-5 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero; (2) concurrently, to the Class I-A-3 and Class I- A-6 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero; and (iiiv) to the Class I-A-1 Certificates, without regard to the NAS Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II I Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class III-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (c) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the Class Certificate Balances of the Class I-A-R Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class' remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of such Realized Loss previously allocated to such Class, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement.. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (g) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Section 4.2(b), as applicable, until the total Class Certificate Balance of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an "Undercollateralization Distribution"). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pool not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of such other Certificate Group. In addition, the amount of any unpaid Accrued Certificate Interest with respect to any Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificates of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(g), no distribution of principal will be made to any Class of Subordinated Certificates until an Undercollateralized Group is no longer undercollateralized. If more than one Undercollateralized Group on any Distribution Date is entitled to an Undercollateralization Distribution, such Undercollateralization Distribution shall be allocated among the Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance of the related Senior Certificates is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Undercollateralized Groups. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Group pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates, unless (a) the weighted average of the Subordinated Percentages for the Mortgage Pools, weighted on the basis of the Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool, is at least two times the weighted average of the initial Subordinate Percentage for the Mortgage Pools (calculated on such basis) and (b) the aggregate Stated Principal Balance of all of the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%. Except as provided otherwise in this Section 4.24.2(g), all distributions described above will be made in accordance with the priorities set forth in Section 4.2(a) and (b).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group and to MBIA in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) to the Classes of Senior Certificates of the related Certificate Group, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) and (c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to MBIA, any reimbursement amounts due to MBIA under the Insurance Agreement; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date;: (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. To the extent that the amounts available for distribution for such Distribution Date are insufficient so as to require an MBIA Insurance Payment with respect to the Insured Retail Certificates, the Trustee shall (A) in the case of such MBIA Insurance Payments relating to Net Interest Shortfalls (other than any interest shortfalls resulting from Relief Act Reductions and Net Prepayment Interest Shortfalls), first, make a Reserve Fund Withdrawal in accordance with Section 4.7 and then, to the extent required, make a claim under the MBIA Policy in accordance with Section 10.1 and (B) in the case of all other MBIA Insurance Payments, make a claim under the MBIA Policy in accordance with Section 10.1. Any amounts received by the Trustee with respect to a Reserve Account Withdrawal and from MBIA with respect to a claim on the MBIA Policy, shall be paid to the Insured Retail Certificates pursuant to this Section. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) concurrently, to the Class III-A-R RU and Class I-A-RL Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero; (ii) concurrently, to the Class I-A-4 and Class I-A-5 Certificates, pro rata, in an amount up to their NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (iii) to the Class I-A-3 Certificates, on each Distribution Date commencing after the Distribution Date in April 2007, an amount up to approximately $16,000 on such Distribution Date, until their Class Certificate Balance thereof has been reduced to zero; (iv) sequentially, to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; and (iiv) concurrently, to the Class I-A-4 and Class I-A-5 Certificates, pro rata, without regard to their NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R RU and Class I-A-RL Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (c) of this Section 4.2 and the reimbursement of amounts due to MBIA as the insurer of the Insured Retail Certificates are paid to MBIA on such Distribution Date. Any distributions pursuant to this subsection (d) shall not reduce the respective Class Certificate Balances of the Class I-A-RU and Class I-A-RL Certificates. (e) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (f) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (v) through (x) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class' remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (g) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee, subject to MBIA's subrogation rights, shall withdraw from the Distribution Account and sequentially increase the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated, in the order of payment priority described in this Agreement, by the amount of Unscheduled Recoveries in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (h) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Sections 4.2(b) and (c), until the total Class Certificate Balance of such Senior Certificates equals the Pool Principal Balance of the related Mortgage Pool, and then to MBIA any reimbursement amounts due MBIA (such distribution, an "Undercollateralization Distribution"). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the other Mortgage Pool remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of the other Certificate Group and to MBIA with respect to the Group I Senior Certificates. In addition, the amount of any unpaid Net Interest Shortfalls with respect to an Undercollateralized Group on any Distribution Date (including any Net Interest Shortfalls for the related Distribution Date) will be distributed to the Senior Certificates of the Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Group, and then to MBIA any reimbursement amounts due MBIA unless (a) the weighted average of the Subordinated Percentages for both Mortgage Pools, weighted on the basis of the Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool, is at least two times the weighted average of the initial Subordinate Percentage for both Mortgage Pools (calculated on such basis) and (b) the aggregate Stated Principal Balance of all of the Mortgage Loans in both Mortgage Pools delinquent 60 days or more (including for this Section 4.2purpose any such Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%. All distributions described above will be made in accordance with the priorities set forth in Sections 4.2(b) and (c) and to MBIA any reimbursement amounts due to MBIA.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this clause (i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with the priorities set forth below in Section 4.2(d) and (e); (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this clause (ii) but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to clause (i) above, and distributed in accordance with the priorities set forth below in Sections 4.2(d) and (e); (iii1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) and (c), as applicable, until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Group I Senior Certificates, from the Available Funds for Pool I, to the Class I-A-PO Certificates, and concurrently with the Group II Senior Certificates, from the available Funds for Pool II, to the Class II-A-PO Certificates, the applicable Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii4.2(a)(iii)(1) above will be distributed in the following order of priority: (i) to the Class III-A-1 Certificates, in an amount up to the NAS Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (ii) to the Class I-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (iii) to the Class I-A-2, Class I-A-3, Class I-A-4 and Class I-A-5 Certificates, concurrently, as follows: (1) 66.0323162156% of txx xxxxxxxxx xxxxxxd Senior Optimal Principal Amount for such Distribution Date to the Class I-A-2 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii2) 33.9676837844% of txx xxxxxxxxx xxxxxxd Senior Optimal Principal Amount for such Distribution Date sequentially, in the following order of priority: (A) concurrently, to the Class I-A-3 and Class I-A-4 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero; and (B) to the Class III-A-5 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class I-A-6, Class I-A-7 and Class I-A-8 Certificates, sequentially, in the following order of priority: (1) sequentially, to the Class I-A-6 and Class I-A-7 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; and (2) to the Class I-A-8 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (v) to the Class I-A-9, Class I-A-10 and Class I-A-11 Certificates, sequentially, in the following order of priority: (1) sequentially, to the Class I-A-9 and Class I-A-10 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; and (2) to the Class I-A-11 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (vi) to the Class I-A-1 Certificates, without regard to the NAS Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii)(1) above will be distributed to the Class II-A-1 Certificates until the Class Certificate Balance thereof has been reduced to zero. (d) On each Distribution Date prior to the applicable Accretion Termination Date for the Class I-A-8 Certificates, an amount equal to the Accrual Amount for the Class I-A-8 Certificates on such date will be distributed (prior to giving effect to the distributions above), sequentially, as follows: (i) sequentially, to the Class I-A-6 and Class I-A-7 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; and (ii) to the Class I-A-8 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (e) On each Distribution Date prior to the applicable Accretion Termination Date for the Class I-A-11 Certificates, an amount equal to the Accrual Amount for the Class I-A-11 Certificates on such date will be distributed (prior to giving effect to the distributions above), sequentially. as follows: (i) sequentially, to the Class I-A-9 and Class I-A-10 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; and (ii) to the Class I-A-11 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (f) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and through (be) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2 on such Distribution Date. Any distributions pursuant to this subsection (c) shall not reduce the Class Certificate Balance of the Class II-A-R Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (e) If (i) on any Distribution Date the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and amounts distributable to such Class of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class' remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates in order of priority, such that no such distribution shall be made to any Class of Subordinated Certificates while a Class of Subordinated Certificates having a distribution priority higher than such Class is outstanding; and (ii) notwithstanding the priorities and allocations contained in Section 4.2(a) and (b), with respect to any Certificate Group, the Two Times Test is not satisfied, each class of Subordinated Certificates will be entitled to receive, in respect of clauses (2), (3) and (5) of the definition of Subordinated Optimal Principal Amount for each Mortgage Pool, an amount equal to the product of (x) their Allocable Share and (y) the percentages set forth in the following table: DISTRIBUTION DATE OCCURRING IN PERCENTAGE March 2003 through February 2008............................... 0% March 2008 through February 2009............................... 30% March 2009 through February 2010............................... 40% March 2010 through February 2011............................... 60% March 2011 through February 2012............................... 80%

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage PoolFunds; (iii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, and in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until their Class Certificate Balance has been reduced to zero; and (ii) concurrently, to the Class A-1, Class A-2 and Class A-3 Certificates: (1) 58.8108448600% xx xxx xxxxxxxng Senior Optimal Principal Amount to the Class A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii2) 41.1891551300% xx xxx xxxxxxxng Senior Optimal Principal Amount, sequentially, to the Class II-A-1 A-2 and Class A-3 Certificates, in that order, until the respective Class Certificate Balance Balances thereof has have each been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses clauses (a) (b) and (bc) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw 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 for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates and to the Supplemental Interest Account in the following order of priority: (A) to the related Certificate GroupSupplemental Interest Account, the Accrued Certificate Interest on each such Class sum of (x) all Net Swap Payments and (y) any Swap Termination Payment (to the extent not previously received by the Swap Provider as a Replacement Swap Provider Payment), but not including any Defaulted Swap Termination Payment, owed to the Swap Provider for such Distribution Date; (B) from the Interest Remittance Amounts for both Loan Groups, to the Class A Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for such Distribution Date, allocated pursuant to clauses (iv) and (v) of this 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 Class 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 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 Class 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 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 Class 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 on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (J) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such 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 (1) before the Stepdown Date or (2) 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) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class II-A-1 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 Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon (or added to the balance thereof); (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest remaining undistributed for that Class for that Distribution Date; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I, Group II and Group III Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), (c) and (d), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class I-A-R, Class I-A-1 and Class I-A-2 Certificates, sequentially in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently, to the Class I-A-1 and Class I-A-2 Certificates, pro rata, until the respective Class Certificate Balances thereof have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates, Certificates until the Class Certificate Balance thereof has been reduced to zero (d) Amounts allocated to the Group III Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class III-A-1 Certificates until the Class Certificate Balance thereof has been reduced to zero. (ce) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates Certificates, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b), (c), (d) and (bf) of this Section 4.2. Any distributions pursuant to this subsection (e) shall not reduce the Class Certificate Balance of the Class I-A-R Certificates. (f) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances, as applicable, immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (g) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (h) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”), in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (h). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances) thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (i) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Sections 4.2(b) through (d) until the total Class Certificate Balance of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pools not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of such other Certificate Groups. In addition, the amount of any unpaid Accrued Certificate Interest with respect to any Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificates of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(i), no distribution of principal will be made to any Class of Subordinated Certificates until an Undercollateralized Group is no longer undercollateralized. If more than one Undercollateralized Group on any Distribution Date is entitled to an Undercollateralization Distribution, such Undercollateralization Distribution shall be allocated among the Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance of the related Senior Certificates is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Undercollateralized Groups. If amounts in respect of more than one Certificate Group on any Distribution Date are required to make an Undercollateralization Distribution to an Undercollateralized Group, the payment of such Undercollateralized Distributions shall be allocated among such Certificate Groups, pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates with respect to such Certificate Group, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Groups pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates, unless (a) the Aggregate Subordinated Percentage for such Distribution Date is at least two times the Aggregate Subordinated Percentage as of the Closing Date, (b) the aggregate Stated Principal Balance of all the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this purpose any Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%, and (c) the cumulative Realized Losses in the Mortgage Pools do not exceed (i) 20% of the Original Subordinated Principal Balance if such Distribution Date occurs between and including October 2006 and September 2009, and 30% of the Original Subordinated Principal Balance if such Distribution Date occurs on or after October 2009. Except as provided otherwise in this Section 4.2(i), all distributions described above will be made in accordance with the priorities set forth in Section 4.2(a) through (d).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates Insurer, the Premium for the Policy for such Distribution Date and any previously unpaid Premiums, with interest thereon as provided in the Insurance Agreement; (ii) to the Holders of the related Certificate GroupClass A Certificates, pro rata, to the extent of remaining Available Funds, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (iiiii) to the Classes of Senior Certificates Holders of the related Class A Certificates, in reduction of the Class Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution DatesBalances thereof, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Class A Principal Distribution Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Holders of the Class B-1 A Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds Funds, the Liquidation Loss Distribution Amount for the Mortgage Pools, but subject such Distribution Date (excluding Liquidation Loss Amounts that have been allocated to the prior payment reduction of amounts described under the Class Certificate Balance of the Class A Certificates pursuant to Section 4.2(g4.2(c)(ii) below), in the following order: (1) order of priority set forth below in Section 4.2(b), until the Accrued respective Class Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution DateBalances thereof have been reduced to zero; (v) to the Insurer, to reimburse it for prior draws made on the Policy, plus any other amount due and owing under the Insurance Agreement, with interest thereon as provided in the Insurance Agreement; (vi) on each Distribution Date occurring on or after the Distribution Date in February 2005, to the Holders of the Class B-2 A Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds for Funds, the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon Overcollateralization Increase Amount for such Distribution Date, (2) any Accrued if any, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution DateBalances thereof have been reduced to zero; (vivii) to the Holders of the Class B-3 A Certificates, pro rata, to the extent of remaining Available Funds for Funds, the Mortgage Pools, but subject to the prior payment amount of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate any Prepayment Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share Shortfalls for such Distribution Date; (viii) to the Holders of the Class B-5 A-1 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate any Class A-1 Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution DateCarry Forward Amount; and (ix) to the Holder of the Class B-6 CertificatesC Certificate, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) any amount remaining on deposit in the following order: (1) the Accrued Certificate Interest thereon for Distribution Account on such Distribution Date; provided, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to however, that on the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Final Scheduled Distribution Date, the Trustee amount to be distributed pursuant to clause (iii) above shall distribute be equal to the Holders aggregate Class Certificate Balances of the Class II-A-R A Certificates any Available Funds remaining in immediately prior to such Distribution Date. For purposes of the related REMIC foregoing, required distributions of principal on the Class A Certificates on each Distribution Date will include the portion allocable to the Class A Certificates of all Liquidation Loss Amounts for such Distribution Date after application of and for all amounts described previous Due Periods until paid or covered in clauses full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount, any Overcollateralization Reduction Amount, or a draw on the Policy (a) and (b) of this Section 4.2up to the outstanding Class Certificate Balance).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Class PO Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) and (c), as applicable, until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates corresponding to Pool I, from the Available Funds for such pool, to the Class I-A-PO Certificates, and concurrently with the Senior Certificates corresponding to Pool II, from the Available Funds for such pool, to the Class II-A-PO Certificates, the applicable Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this clause (iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date;: (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: the (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to item (1) of Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) concurrently, to the Class III-A-1 and Class I-A-2 Certificates, pro rata, in an amount up to the NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (ii) to the Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12 and Class I-A-R Certificates, concurrently, as follows: (0) 00.0000000000% of the remaining Senior Optimal Principal Amount for such Distribution Date in the following order of priority: A. to the Class I-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and; (ii) B. concurrently, to the Class III-A-1 A-3, Class I-A-4 and Class I-A-5 Certificates, pro rata, until the their respective Class Certificate Balance thereof has Balances have each been reduced to zero.; and (c) On each Distribution DateC. concurrently, the Trustee shall distribute to the Holders of the Class III-AA-6 and Class I-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2A-7 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw distribute the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Remittance Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed date in the following order of priority: (i) to the Trustee, the Trustee Fee for such Distribution Date; (ii) to the Senior Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class IIand such Distribution Date; (iii) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (iv) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (v) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vi) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vii) to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) to the Class B-4 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(d), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xii) above for such Distribution Date. (b) On each Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (A) first, to the Class A-5 Certificates, an amount equal to the A-5 Lockout Distribution Amount, until the Class Principal Balance of such Class has been reduced to zero; and (B) second, sequentially, first (x) to the Class R and Class R-A-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 (y) on the Distribution Date in February 2007, to the Class P Certificates, until the Class Certificate Principal Balance thereof of such Class has been reduced to zero, and third (z) sequentially, to the Class X-0, Xxxxx X-0, Class A-3, Class A-4 and Class A-5 Certificates, in that order, until the respective Class Principal Balance of such Classes 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 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(d), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) 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 has not occurred, the Principal Payment Amount for such date will be paid in the following order of priority: (A) first, to the Class A-5 Certificates, an amount equal to the A-5 Lockout Distribution Amount, until the Class Principal Balance of such Class has been reduced to zero; and (B) second, sequentially, to the Class X-0, Xxxxx X-0, Class A-3, Class A-4 and Class A-5 Certificates, in that order, the Senior Principal Payment Amount (net of the amounts distributed pursuant to Section 4.02(c)(i)(A) above), until the respective Class Principal Balance of such Classes have been reduced to zero; (ii) to the Class M-1 Certificates, the M-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, the M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (iv) to the Class M-3 Certificates, the M-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class M-4 Certificates, the M-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class M-5 Certificates, the M-5 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-6 Certificates, the M-6 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class B-1 Certificates, the B-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class B-2 Certificates, the B-2 Principal Payment Amount for such Distribution 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(d), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) above, for such Distribution Date. (d) 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 Distribution Date in June 2005, until the aggregate Class Principal Balance of the Certificates equals the Aggregate Loan Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event has occurred, to the extent of Monthly Excess Interest for such Distribution Date, to the Certificates, in the following order of priority: (aa) (i) first, to the Class A-5 Certificates, an amount equal to the A-5 Lockout Distribution Amount, until the Class Principal Balance of such Class has been reduced to zero; and (ii) second, sequentially, to the Class II-A-1 X-0, Xxxxx X-0, Class A-3, Class A-4 and Class A-5 Certificates, in that order, until the respective Class Certificate Principal Balance thereof of such Classes has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage PoolFunds; (iii) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupprincipal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed sequentially in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently to the Class II-A-1 A-1, Class A-2 and Class A-3 Certificates, pro rata, until the respective Class Certificate Balance Balances thereof has have each been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates Certificates, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bd) of this Section 4.2. Any distributions pursuant to this subsection (c) shall not reduce the Class Certificate Balance of the Class A-R Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Senior Certificates pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in clauses (iv) through (ix) of Section 4.2(a). (f) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”), in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a)(iii). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II I Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each all of the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class III-A-1 Certificates, Certificates until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (c) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the Class Certificate Balances of the Class I-A-R Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class' remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (g) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Section 4.2(b), until the total Class Certificate Balance of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an "Undercollateralization Distribution"). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pool not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of such other Certificate Group. In addition, the amount of any unpaid Accrued Certificate Interest with respect to any Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificates of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(g), no distribution of principal will be made to any Class of Subordinated Certificates until an Undercollateralized Group is no longer undercollateralized. If more than one Undercollateralized Group on any Distribution Date is entitled to an Undercollateralization Distribution, such Undercollateralization Distribution shall be allocated among the Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance of the related Senior Certificates is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Undercollateralized Groups. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Group pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates, unless (a) the weighted average of the Subordinated Percentages for the Mortgage Pools, weighted on the basis of the Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool, is at least two times the weighted average of the initial Subordinate Percentage for the Mortgage Pools (calculated on such basis) and (b) the aggregate Stated Principal Balance of all of the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%. Except as provided otherwise in this Section 4.24.2(g), all distributions described above will be made in accordance with the priorities set forth in Section 4.2(a) and (b).

Priorities of Distribution. (a) On each Distribution Date, the Trustee Securities Administrator shall withdraw allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds for each Certificate Group from the applicable subaccount of the and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates and to the Swap Account in the following order of priority: (A) to the Swap Account, the sum of (x) all Net Swap Payments, and (y) any Swap Termination Payment, other than a Defaulted Swap Termination Payment, owed to the Swap Provider with respect to such Distribution Date (to the extent a Replacement Swap Provider Payment has not been made to the Swap Account); (B) from the Interest Remittance Amounts for both the Loan Groups, to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class 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 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 Class 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 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 Class 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 on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (J) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such 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 each Distribution Date (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iii1) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (ii2) sequentially to the Class II-A-1 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 Certificates and Class B-4 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage PoolFunds; (iii) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupprincipal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed sequentially in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently to the Class II-A-1 and Class A-2 Certificates, pro rata, until the respective Class Certificate Balance Balances thereof has have each been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates Certificates, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bf) of this Section 4.2. Any distributions pursuant to this subsection (c) shall not reduce the Class Certificate Balance of the Class A-R Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Senior Certificates pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in clauses (iv) through (ix) of Section 4.2(a). (f) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”) in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a)(iii). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions (after giving effect to any distributions pursuant to Sections 4.02(f) and 4.02(g)(i)) on the Certificates of the related Certificate Group in the following order and priority and, in each case, case to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of Swap Reserve Fund, any Net Swap Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) payable to the related Certificate Group, the Accrued Certificate Interest on each such Class for Swap Counterparty with respect to such Distribution Date; (ii) concurrently, (x) to the Classes Certificate Insurer the monthly premium (and any monthly premium from prior Distribution Dates that remains unpaid with interest at the Late Payment Rate) for the Policy, and (y) to each interest-bearing Class and Component of Senior Certificates Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, pro rata, based on their respective entitlements; provided that the amount otherwise distributable on the IO Component (after giving effect to any reduction in respect of Net Deferred Interest allocated to the IO Component on such Distribution Date), up to the amount of the related Certificate GroupRequired Reserve Fund Deposit, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, shall be deposited in the Carryover Shortfall Reserve Fund to the extent of remaining Available Funds from the related Mortgage Poolrequired by Section 4.07; (iii) [reserved]; (iv) concurrently, to the Classes and Component of Senior Certificates as follows: (A) [reserved]; and (B) on each Distribution Date, the Principal Amount, up to the amount of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Distribution Amount for such Distribution Date andwill be distributed, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificatessequentially, to the extent following Classes and Component of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to 1. the Class II-A-R Certificates, until the its Class Certificate Balance thereof has been is reduced to zero; and; 2. concurrently, (iiA) to the Class II-A-1 Certificates85.0001123082%, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2as follows:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts being allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii1) to the Classes of Senior Certificates entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates, from the Available Funds, to the Principal Only Certificates, the Class A-PO Principal Distribution Amount for such Distribution Date until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class A-PO Certificates, the Class A-PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this subsection shall not exceed the Subordinated Optimal Principal Amount for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Principal Only Certificates and (3) no distribution will be made in respect of the Class A-PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii4.2(a)(iii)(1) above will be distributed sequentially, in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and; (ii) to the Class II-A-1 Certificates, in an amount up to $100 for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero (iii) concurrently, to the Class A-4A and Class A-4B Certificates, pro rata, in an amount up to the NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (iv) to the Class A-5 Certificates, in an amount up to $1,345,198 for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (v) sequentially, to the Class A-1, Class A-5 and Class A-3 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; and (vi) concurrently, to the Class A-4A and Class A-4B Certificates, pro rata, without regard to the NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.24.

Priorities of Distribution. (a1) On each Distribution Date, the Trustee Securities Administrator shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account the Available Distribution Amount (to the extent that such amount is then on deposit in the Distribution Account) and apply shall distribute such funds amount to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingpriority: (iA) With respect to the Classes of Senior Certificates portion of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Available Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case consisting of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon Remittance Amount for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such on each Distribution Date, (2) any Accrued Certificate the Securities Administration shall withdraw the Interest thereon remaining undistributed Remittance Amount from previous the Available Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), Amount on deposit in the following order: (1) the Accrued Certificate Interest thereon Distribution Account for such that Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) distribute such Class' Allocable Share for such Distribution Date; (vii) funds to the specified Class B-4 Certificatesof Certificates that have outstanding Class Principal Balances, to the extent of remaining Available Funds for the Mortgage Poolssequentially, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class IIA-R Certificates, their Senior Interest Distribution Amount for such Distribution Date; (ii) concurrently, 1. from the portion of the Interest Remittance Amount relating to Loan Group 1, to the Group 1 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 2. from the portion of the Interest Remittance Amount relating to Loan Group 2, concurrently, to the 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 (iii) concurrently, 1. from the portion of the Interest Remittance Amount relating to Loan Group 2, to the Group 1 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)(1) hereof on that Distribution Date, pro rata, based on their respective Senior Interest Distribution Amounts for such Distribution Date, and 2. from the 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 (iv) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class X-0, Xxxxx X-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 (v) any remaining Interest Remittance Amount on any Distribution Date will be distributed pursuant to Section 5.02(a)(1)(C) hereof. (1) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Holders of each Class of Certificates shall be entitled to receive distributions in respect of principal from the Principal Distribution Amount, sequentially, in the following order of priority: (i) 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 Certificates and the Group 2 Senior Certificates pursuant to Section 5.03 hereof, until their respective Class Principal Balances are reduced to zero; (ii) sequentially, to the holders of the Class Certificate M-1, Class M-2, Class M-3, Class M-4, Class X-0, Xxxxx X-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 (iii) 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 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 holders of the Group 1 Senior Certificates and the Group 2 Senior Certificates pursuant to Section 5.03(a) hereof, in an amount up to the Senior Principal Distribution Amount, until their respective Class Principal Balances are reduced to zero; (ii) 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; (iii) 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; (iv) 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; (v) 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; (vi) 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; (vii) 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; (viii) 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; (ix) 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; (x) 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 (xi) 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 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 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, 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 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, 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 (ii) and second, to the Class II-A-1 Certificates, until holders of the Class Certificate Balance thereof has been reduced A-R Certificates. For the avoidance of doubt, Section 5.02(a)(1)(C) is intended to zerocause 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. (cD) On each Distribution Date, the Trustee shall distribute Class P Distribution Amount received during the related Prepayment Period will be distributed to the Holders holders of the Class II-A-R Certificates any Available Funds remaining in P Certificates. On the related REMIC for such Distribution Date after application in April 2012, the $1,000 held in trust for the Class P Certificates will be distributed to the holders of all amounts described in clauses (a) and (b) of this Section 4.2the Class P Certificates.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the specified Classes of Senior Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds such funds remaining: (i) concurrently, to each interest-bearing Class of Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) concurrently, to the Classes of Senior Certificates as follows: (A) to the Class PO Certificates an amount allocable to the PO Formula Principal Amount up to the Outstanding Class Certificate Balance thereof; and (B) on each Distribution Date prior to the Senior Credit Support Depletion Date, the Non-PO Formula Principal Amount up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed, sequentially, as follows: (a) to the Class A-R Certificates until its Class Certificate GroupBalance is reduced to zero; (b) to the Class A-3 Certificates, the Accrued Priority Amount, until its Class Certificate Balance is reduced to zero; (c) sequentially, to the Class A-1 and Class A-2 Certificates, in that order, until their respective Class Certificate Balances are reduced to zero; (d) to the Class A-3 Certificates, without regard to the Priority Amount, until its Class Certificate Balance is reduced to zero. (iii) to the Class PO Certificates, any Class PO Deferred Amount, up to an amount not to exceed the amount calculated pursuant to clause (A) of the definition of Subordinated Principal Distribution Amount actually received or advanced for such Distribution Date (with such amount to be allocated first from amounts calculated pursuant to (A)(i) and (ii) and then (iii) of the definition of Subordinated Principal Distribution Amount; (iv) On each Distribution Date, Available Funds remaining after making the distributions described in Section 4.02(a)(i)-(iii) will be distributed to the Subordinated Certificates, the Class P Certificates and the Class A-R Certificates, subject to paragraph 4.02(e) below, in the following order of priority: (A) to the Class B-1 Certificates, an amount allocable to interest equal to the Class Optimal Interest on each Distribution Amount for such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (ivB) to the Class B-1 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (C) to the Class B-2 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (vD) to the Class B-2 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (E) to the Class B-3 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (viF) to the Class B-3 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (G) to the Class B-4 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (viiH) to the Class B-4 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (I) to the Class B-5 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (viiiJ) to the Class B-5 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable its Pro Rata Share for such Distribution Date; andDate until the Class Certificate Balance thereof is reduced to zero; (ixK) to the Class B-6 Certificates, an amount allocable to interest equal to the extent of remaining Available Funds Class Optimal Interest Distribution Amount for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon such Class for such Distribution Date; (L) to the Class B-6 Certificates, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable an amount allocable to principal equal to its Pro Rata Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, Date until the Class Certificate Balance thereof has been is reduced to zero; and; (iiM) to the Class IIA-A-1 R Certificates, until any remaining funds. On each Distribution Date, all amounts representing Prepayment Charges received during the related Prepayment Period will be distributed to the holders of the Class P Certificates. On the Distribution Date immediately following the expiration of the latest prepayment penalty term of the Mortgage Loans, the $100 held in trust for the Class P Certificates will be distributed to the holders of the Class P Certificates. On any Distribution Date, amounts distributed in respect of Class PO Deferred Amounts will not reduce the Class Certificate Balance thereof has been reduced of the Class PO Certificates. On any Distribution Date, to zerothe extent the Amount Available for Senior Principal is insufficient to make the full distribution required to be made pursuant to clause (a)(ii), (A) the amount distributable on the Class PO Certificate in respect of principal shall be equal to the product of (1) the related Amount Available for Senior Principal and (2) a fraction, the numerator of which is the PO Formula Principal Amount and the denominator of which is the sum of such PO Formula Principal Amount and the Senior Principal Distribution Amount and (B) the amount distributable on the Senior Certificates other than the Class PO Certificate, in respect of principal shall be equal to the product of (1) the Amount Available for Senior Principal and (2) a fraction, the numerator of which is such Senior Principal Distribution Amount and the denominator of which is such Senior Principal Distribution Amount and the PO Formula Principal Amount. (b) [Reserved]; (c) [Reserved]; (d) On each Distribution Date, the Trustee shall distribute amount referred to the Holders in clause (i) of the definition of Class II-A-R Optimal Interest Distribution Amount for each Class of Certificates any Available Funds remaining in the related REMIC for such Distribution Date shall be reduced by (i) the related Class' pro rata share of Net Prepayment Interest Shortfalls based on the related Optimal Interest Distribution Amount and (ii) the related Class' Allocable Share of (A) after application the Special Hazard Coverage Termination Date, with respect to each Mortgage Loan that became a Special Hazard Mortgage Loan during the calendar month preceding the month of such Distribution Date, the excess of one month's interest at the related Adjusted Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month, (B) after the Bankruptcy Coverage Termination Date, with respect to each Mortgage Loan that became subject to a Bankruptcy Loss during the calendar month preceding the month of such Distribution Date, the interest portion of the related Debt Service Reduction or Deficient Valuation, (C) each Relief Act Reduction for the Mortgage Loans incurred during the calendar month preceding the month of such Distribution Date and (D) after the Fraud Loss Coverage Termination Date, with respect to each Mortgage Loan that became a Fraud Loan during the calendar month preceding the month of such Distribution Date, the excess of one month's interest at the related Adjusted Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month. (e) Notwithstanding the priority and allocation contained in Section 4.02(a), if, with respect to any Class of Subordinated Certificates, on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all amounts described in clauses Classes of Subordinated Certificates that have a higher numerical Class designation than such Class (athe "Applicable Credit Support Percentage") is less than the Original Applicable Credit Support Percentage for such Class, no distribution of Principal Prepayments on the Mortgage Loans will be made to any such Classes (the "Restricted Classes") and (b) the amount of this such Principal Prepayments otherwise distributable to the Restricted Classes shall be distributed to the Classes of Subordinated Certificates having lower numerical Class designations than such Class, pro rata, based on their respective Class Certificate Balances immediately prior to such Distribution Date and shall be distributed in the sequential order set forth in Section 4.24.02(a)(iv).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw make the Available following distributions from the Distribution Account, net of the Trustee Fee and the Trustee’s expenses, of an amount equal to the Interest Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingpriority: (i) from the Interest Funds for each Group, to the Classes of related Senior Certificates and the related Component of the related Certificate GroupClass A-IO Certificates, the Accrued Certificate Current Interest on and any Interest Carry Forward Amount for the such Certificates; provided, however, that any shortfall in available amounts in respect of each Group shall be applied, pro rata, among the Senior Certificates and Components of the Class A-IO Certificates of such Class for such Distribution Date;Group; and (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds amounts from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Interest Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I and Group II Senior Certificates, in the order of priority set forth below in shall be combined and distributed pursuant to Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv4.1(b) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Datehereof. (b) Amounts allocated to On each Distribution Date, the Group II Senior Certificates Trustee shall apply all amounts remaining pursuant to Section 4.2(a)(iii4.1(a)(ii) above will be distributed in the following order of priority: (i) to the Class M-1 Certificates, the Current Interest thereon; (ii) to the Class M-2 Certificates, Current Interest thereon; (iii) to the Class B Certificates, Current Interest thereon; and (iv) any remaining amounts pursuant to Section 4.1(g) hereof. (c) On each Distribution Date, the Trustee shall make the following distributions from the Distribution Account of an amount equal to the Principal Distribution Amount for each Group as follows: (i) From the Principal Distribution Amount for Group I, in an amount up to the Senior Principal Distribution Amount for such Group as follows: (x) the Priority Principal Distribution Amount to the Class AF-6 Certificates until the Class Certificate Balance thereof has been reduced to zero, and (y) the balance of the Senior Principal Distribution Amount for Group I sequentially to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Certificates, in that order, so that no such distribution pursuant to this clause (y) will be made to any such Class until the Certificate Principal Balances of all Group I Class A Certificates with a lower numeral designation shall have been reduced to zero; provided, however, that, on any Distribution Date on or after the Credit Support Depletion Date, the Senior Principal Distribution Amount for Group I will be distributed pro rata and not sequentially to the Group I Class A Certificates; (ii) From the Principal Distribution Amount for Group II-, an amount up to the Senior Principal Distribution Amount for such Group shall be distributed to the Class AV Certificates until the Class Certificate Balance thereof has been reduced to zero; and (iii) In the event the Certificate Principal Balance of the (A-R ) Group I Class A Certificates or (B) the Group II Class A Certificates has been reduced to zero, on such Distribution Date and each Distribution Date thereafter principal distributions otherwise distributable to such retired Certificates will be applied to the remaining Senior Certificates related to the other Mortgage Loan Group (after giving effect to the distributions described in this Section 4.1(c)). Any such distributions in respect of the Group I Class A Certificates will be distributed to such Classes in the manner provided in the first subparagraph of this subsection. (d) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount for all Groups remaining after distributions pursuant to Section 4.1(c) in the following order of priority: (i) to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (ii) to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; and (iiiii) to the Class II-A-1 B Certificates, the Class B Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero. (ce) Notwithstanding Section 4.1(c) and (d) hereof, before the Stepdown Date or if a Trigger Event is in effect on any Distribution Date each Principal Distribution Amount shall be distributed in the following order of priority: (i) to the related Class A Certificates (in the case of Group I, in the manner described in Section 4.1(c)) until the Certificate Principal Balance of such Class A Certificates has been reduced to zero; (ii) after the Certificate Principal Balance of the Class A Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class M-1 Certificates until the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero; (iii) after the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class M-2 Certificates until the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, and (iv) after the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class B Certificates until the Class Certificate Balance of the Class B Certificates has been reduced to zero. (f) On each Distribution Date, the Trustee shall distribute Pledged Prepayment Penalties for such Distribution Date in accordance with the priorities set forth in clauses (xiv) through (xvii) of Section 4.1(g) hereof (without regard to references to the Basis Risk Reserve Fund). (g) On each Distribution Date, the Trustee shall make the following distributions from the Distribution Account of any remaining amounts pursuant to Sections 4.1(b)(iv) hereof, together with any Net Pledged Prepayment Penalties for such Distribution Date, in the following order of priority: (i) on each of the first four Distribution Dates only, to the Basis Risk Reserve Fund, any Basis Risk Payment for such date; (ii) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class A Certificates, on a pro rata basis any applicable Cap Carryover Amount; (iii) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-1 Certificates, any applicable Cap Carryover Amount; (iv) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-2 Certificates, any applicable Cap Carryover Amount; (v) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class B Certificates, any applicable Cap Carryover Amount; (vi) the related Principal Percentage of the Extra Principal Distribution Amount will be added to the Principal Distribution Amount for Group I and the related Principal Percentage for Group II of the Extra Principal Distribution Amount will be added to the Principal Distribution Amount for Group II; (vii) to the Class M-1 Certificates, any related Interest Carry Forward Amount; (viii) to the Class M-1 Certificates, any related Unpaid Realized Loss Amount; (ix) to the Class M-2 Certificates, any related Interest Carry Forward Amount; (x) to the Class M-2 Certificates, any related Unpaid Realized Loss Amount; (xi) to the Class B Certificates, any related Interest Carry Forward Amount; (xii) to the Class B Certificates, any related Unpaid Realized Loss Amount; (xiii) to the Basis Risk Reserve Fund, any Basis Risk Payment for such date; (xiv) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance thereof has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class A Certificates, on a pro rata basis any applicable Cap Carryover Amount; (xv) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class M-1 Certificates, any applicable Cap Carryover Amount; (xvi) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class M-2 Certificates, any applicable Cap Carryover Amount; (xvii) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class B Certificates has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class B Certificates, any applicable Cap Carryover Amount; (xviii) to the other Certificates to the extent of any Unpaid Realized Loss Amount; and (xix) the remainder pursuant to Section 4.1(i) hereof. (h) On each Distribution Date, the Trustee shall distribute an amount equal to the Class P Prepayment Amount for such Distribution Date to the Class P Certificates. (i) On each Distribution Date, the Trustee shall distribute to the Holders Class C Certificates any remaining amounts pursuant to Section 4.1(g)(xix) hereof, to the extent of the Class II-A-R Certificates any Available Funds remaining sum of the interest accrued thereon at the rate described in Schedule III and that has not been distributed thereon on prior Distribution Dates (amounts deposited in the Basis Risk Reserve Fund under Section 4.1(g)(xiii) are treated as distributed for this purpose), amounts representing earnings on the Basis Risk Reserve Fund, and any amounts released from the Basis Risk Reserve Fund. (j) On each Distribution Date, to the extent the Servicer or Master Servicer shall have collected any Subsequent Recoveries during the related REMIC Prepayment Period, the Trustee shall apply such amounts as follows: first, sequentially, in order of priority, to each Class of Subordinate Certificates then outstanding, in reduction of any amounts previously applied to such Class to reduce the Class Certificate Balance thereof pursuant to Section 4.3 hereof (provided, however, that any such amounts distributed pursuant to this clause first to a Class of Subordinate Certificates shall not reduce the Class Certificate Balance thereof); and second, as part of the related Interest Funds for such Distribution Date after for application of all pursuant to Section 4.1(a). (k) On each Distribution Date the Trustee shall distribute to the Class R Certificates any remaining amounts described in clauses (a) and (b) of this Section 4.2the Distribution Account.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall, from funds on deposit in the Distribution Account, pay the Credit Risk Manager the Credit Risk Manager Fee for such Distribution Date and shall withdraw make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of Certificates in the following order of priority: (A) to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amount and any Unpaid Interest Amounts for such Distribution Date, allocated in accordance with classes (iv) and (v) of this Section 4.02(a); (B) to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (F) 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) before the related Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of Offered Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been are reduced to zero; (ivb) sequentially to the Class B-1 CertificatesM-1, to the extent of remaining Available Funds for the Mortgage PoolsClass M-2, but subject to the prior payment of amounts described under Section 4.2(g)Class B-1, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following that order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the respective Class Certificate Balance thereof has been Balances are reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) (1) to the Classes of Senior Certificates of the related Certificate Group, other than the Class II-A-PO Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates corresponding to Pool II, from the Available Funds for such Mortgage Pool, to the Class II-A-PO Certificates, the Class II-A-PO Principal Distribution Amount for such Distribution Date; (iv) to the Class II-A-PO Certificates, to the extent of remaining Available Funds, the Class II-A-PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the aggregate Subordinated Optimal Principal Amount for both Mortgage Pools on such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balance of the Class II-A-PO Certificates, and (3) no distribution will be made in respect of the Class II-A-PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-3 Certificates, to the extent of remaining Available Funds for both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viiiix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates corresponding to Pool I pursuant to the priority described above in Section 4.2(a)(iii) will be distributed to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, pro rata, until their respective Class Certificate Balances have been reduced to zero. Amounts allocated to the Senior Certificates corresponding to Pool II pursuant to the priority described above in Section 4.2(a)(iii) will be distributed in the following order of priority: (i) pro rata, to the Class II-A-R RU and Class II-A-RL Certificates until the respective Class Certificate Balances thereof have each been reduced to zero, and (ii) concurrently, to the remaining Classes of Senior Certificates corresponding to Pool II (other than the Class II-A-PO Certificates), as follows: (A) 59.9442424838% of the remaining Senior Optimal Principal Amount for Pool II for such Distribution Date in the following order of priority: (I) to the Class II-A-3 Certificates, an amount up to the Class II-A-3 Principal Distribution Amount for such date, until the Class Certificate Balance thereof has been reduced to zero; (II) sequentially, to the Class II-A-1 and Class II-A-2 Certificates, in that order, until the respective Class Certificate Balances thereof have each been reduced to zero; and (III) to the Class II-A-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (iiB) 40.0557575162% of the remaining Senior Optical Principal Amount for Pool II for such Distribution Date in the following order of priority: (I) until the Class Certificate Balance of the Class II-A-15 Certificates has been reduced to zero (x) 00.0000000000% of the amount specified in clause (B), above, will be distributed to the Class II-A-4 Certificates until the Class Certificate Balance thereof has been reduced to its Planned Balance for such Distribution Date; and (y) 66.0000000000% of the amount specified in such clause will be distributed to the Class II-A-15 Certificates until the Class Certificate Balance thereof has been reduced to its Planned Balance for such Distribution Date; (II) until the respective Class Certificate Balances of the Class II-A-4 and Class II-A-16 Certificates have been reduced to zero (x) 00.0000000000% of the amount specified in Section 4(b)(B), above, will be distributed to the Class II-A-4 Certificates until the Class Certificate Balance thereof has been reduced to its Planned Balance for such Distribution Date; and (y) 88.888888889% of the amount specified in such clause will be distributed to the Class II-A-16 Certificate until the Class Certificate Balance thereof has been reduced to its Planned Balance for such Distribution Date; (III) pro rata, to the Class II-A-17 and Class II-A-18 Certificates, until the Class Certificate Balances thereof have been reduced to their Planned Balances for such Distribution Date; (IV) to the Class II-A-1 A-6 Certificates, until the Class Certificate Balance thereof has been reduced to zero.its Planned Balance for such Distribution Date; (cV) On each Distribution Dateconcurrently, (i) 66.0000000000% of the Trustee shall distribute Senior Optimal Principal Amount for Pool II remaining after distribution of amounts specified in clause (B)(IV), above, sequentially to the Holders of the Class II-AA-7, Class II-R Certificates any Available Funds A-8, and Class II-A-9 Certificates, in that order, until the respective Class Certificate Balances thereof have each been reduced to zero; and (ii) 33.3333333333% of such remaining amount, to the following classes in the related REMIC for such Distribution Date after application following order of all amounts described in clauses (a) and (b) of this Section 4.2priority;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw 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 for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates and to the Supplemental Interest Account in the following order of priority: (A) to the Supplemental Interest Account, 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 as a Replacement Swap Provider Payment) but not including any Defaulted Swap Termination Payment; (B) from the Interest Remittance Amount, to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and Unpaid Interest Amounts for such Distribution Date, allocated pro rata based on their respective entitlements to those amounts; (C) from any remaining Interest Remittance Amount, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class for on such Distribution Date; (D) from any remaining Interest Remittance Amount, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amount, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amount, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (G) from any remaining Interest Remittance Amount, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (H) from any remaining Interest Remittance Amount, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (I) from any remaining Interest Remittance Amount, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (J) 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; and (K) from any remaining Interest Remittance Amount, 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 (1) before the Stepdown Date or (2) 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) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class II-A-1 M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class B-1, Xxxxx X-0, Xxass B-3 and Class B-4 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group allocate from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupInterest Remittance Amount, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (iA) to the holders of the Class II-A Certificates, pro rata, the Accrued Certificate Interest and any Unpaid Interest Amount for each class of Class A Certificates (B) payable from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (C) payable from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest for such class on such Distribution Date; (D) payable from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (E) payable from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (F) payable from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (G) payable from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (H) payable from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (I) payable from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (J) payable from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; and (K) payable from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (ii) (x) on each Distribution Date (A-R ) 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 Certificates then entitled to distributions of principal as set forth below from the amounts remaining on deposit in the Distribution Account after making allocations pursuant to clause (i) above, in an amount equal to the Principal Distribution Amount in the following order of priority: (A) concurrently, with equal priority of payment: (1) to the Holders of the Class A-1 Certificates, until the Class Certificate Balance thereof of the Class A-1 Certificates has been reduced to zero; and (ii2) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof Certificates has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute and third, to the Holders Class A-4 Certificates until the Certificate Balance of the Class II-A-R A-4 Certificates any Available Funds remaining in has been reduced to zero; provided, however, that on and after the related REMIC for such Distribution Date after application on which the aggregate Class Certificate Balances of all amounts described the Subordinated Certificates and the principal balance of the Class X Certificates have been reduced to zero, any principal distributions allocated to the Class A Sequential Certificates shall be allocated pro rata among the Class A-2, Class A-3 and Class A-4 Certificates, based on their respective Class Certificate Balances, and distributed concurrently to the Class A-2, Class A-3 and Class A-4 Certificates; (B) 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, Class B-3 and Class B-4 Certificates, in clauses (a) and (b) of this Section 4.2that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this clause (i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with the priorities set forth below in Section 4.2(d); (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this clause (ii) but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to clause (i) above, and distributed in accordance with the priorities set forth below in Sections 4.2(d); (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) and (c), as applicable, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and; (ii) concurrently, to the Class III-A-1 A-4 and Class I-A-6 Certificates, pro rata, in an amount up to the NAS Principal Distribution Amount for such Distribution Date, until the their respective Class Certificate Balance thereof has Balances have each been reduced to zero.; (ciii) On each Distribution Dateconcurrently, the Trustee shall distribute to the Holders of the Class III-AA-1 and Class I-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses A-2 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero; (aiv) and (b) of this Section 4.2concurrently, as follows:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II I, Group II, Group III and Group IV Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), (c), (d) and (e), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each all of the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class I-A-1 and Class I-A-2 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed distributed, sequentially, in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently to the Class II-A-1 and Class II-A-2 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero. (d) Amounts allocated to the Group III Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class III-A-1 and Class III-A-2 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero. (e) Amounts allocated to the Group IV Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class IV-A-1 Certificates until the Class Certificate Balance thereof has been reduced to zero. (cf) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b), (c), (d) and (be) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon (or added to the balance thereof); provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this priority (i) but will instead be added to the Class Certificate Balance thereof and distributed in the manner described below in subsections (d) and (e); (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this priority (ii) but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to priority first above, and distributed in the manner described below in subsections (d) and (e); (iii) (1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Class PO Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) through (f), as applicable, until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Group I Senior Certificates, from the Available Funds for Pool I, to the Class PO Certificates, the Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Class PO Certificates, the Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vvi) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vivii) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiviii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiiix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed sequentially, in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) concurrently, to the Class I-A-3 Certificates and Class I-A- 4(1) Component, pro rata, in an amount up to the NAS Principal Distribution Amount for such Distribution Date, until the respective Class Certificate Balance and Component Balance thereof have each been reduced to zero; (iii) to the Class I-A-1, Class I-A-2, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9 and Class I-A-13 Certificates and the Class I-A-4(2) Component, until the aggregate Class Certificate Balance and Component Balance thereof has been reduced to the Planned Balance as set forth in the PAC Schedule for such classes and such Distribution Date, in the following order of priority: (A) while the Class I-A-5 Certificates or Class I-A- 13(1) Component is still outstanding on such Distribution Date, to the Class I-A-5 and Class I-A- 6 Certificates and the Class I-A-13(1) and Class I- A-13(2) Components, concurrently, as follows: (0) 00.000000000000000% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, concurrently, to the Class I-A-5 Certificates and Class I-A- 13(1) Component, pro rata, until the respective Class Certificate Balance and Component Balance thereof have each been reduced to zero; and (ii0) 00.000000000000000% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, concurrently, to the Class I-A-6 Certificates and Class I-A- 13(2) Component, pro rata, until the respective Class Certificate Balance and Component Balance thereof have each been reduced to zero; (B) concurrently, to the Class I-A-6 Certificates and the Class I-A-13(2) Component, pro rata, until the respective Class Certificate Balance and Component Balance thereof have each been reduced to zero; (C) to the Class III-A-1 A-7 Certificates, until the Class Certificate Balance thereof has been reduced to zero.; (cD) On concurrently, to the Class I-A-1 and Class I-A-2 Certificates, pro rata, until the respective Class Certificate Balances thereof have each been reduced to zero; (E) concurrently, to the Class I-A-8 Certificates and Class I-A-4(2) Component, pro rata, until the respective Class Certificate Balance and Component Balance thereof have each been reduced to zero; and (F) to the Class I-A-9 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class I-A-11, Class I-A-15 and Class I-A-16 Certificates, until the aggregate Class Certificate Balance thereof has been reduced to the Targeted Balance as set forth in the TAC Schedule for such classes and such Distribution Date, in the Trustee shall distribute following order of priority: (A) concurrently, to the Holders of Class I-A-15 and Class I-A-16 Certificates, pro rata, until the respective Class Certificate Balances thereof have each been reduced to zero; and (B) to the Class III-AA-11 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (v) to the Class I-R Certificates any Available Funds remaining in A-12 Certificates, until the related REMIC for such Distribution Date after application of all amounts Class Certificate Balance thereof has been reduced to zero; (vi) to the Class I-A-11, Class I-A-15 and Class I-A-16 Certificates, as described in clauses (aiv)(A) and (bB) of this Section 4.2above, without regard to the Targeted Balance as set forth in the TAC Schedule for such classes and such Distribution Date until the respective Class Certificate Balances thereof have each been reduced to zero; and (vii) to the Class I-A-1, Class I-A-2, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9 and Class I-A-13 Certificates and the Class I-A-4(2) Component, as described in clauses (iii)(A) through (F) above, without regard to the Planned Balance as set forth in the PAC Schedule for such classes and such Distribution Date until the respective Class Certificate Balances and Component Balance thereof have each been reduced to zero; and (viii) concurrently, to the Class I-A-3 Certificates and Class I-A- 4(1) Component, pro rata, without regard to the NAS Principal Distribution Amount for such Distribution Date, until the respective Class Certificate Balance and Component Balance thereof have each been reduced to zero.

Priorities of Distribution. (a1) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Loan Group 1 from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Group 1 Senior Certificates of the related Certificate Group in the following order and priority andpriority, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 1 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to each Class of Group 1 Senior Certificates as follows: (A) [reserved]; and (B) on each Distribution Date, the Principal Amount for Loan Group 1, up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed in the following priority: (a) to the Class A-R Certificates, until its Class Certificate GroupBalance is reduced to zero; and (b) concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero; (iv) [reserved]; (2) On each Distribution Date, the Accrued Certificate Trustee shall withdraw the Available Funds for Loan Group 2 from the Distribution Account and apply such funds to distributions on the Group 2 Senior Certificates in the following priority, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 2 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to each Class of Group 2 Senior Certificates as follows: (A) [reserved]; (B) on each Distribution Date, the Principal Amount for Loan Group 2, up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed, concurrently, to the Class 2-A-1 and Class 2-A-2 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero; (3) On each Distribution Date, the Trustee shall withdraw the Available Funds for Loan Group 3 from the Distribution Account and apply such funds to distributions on the Group 3 Senior Certificates in the following priority, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 3 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to each Class of Group 3 Senior Certificates as follows: (A) [reserved]; (B) on each Distribution Date, the Principal Amount for Loan Group 3, up to the amount of the related Senior Principal Distribution Amount for such Distribution Date will be distributed, concurrently, to the Class 3-A-1 and Class 3-A-2 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero; (4) On each Distribution Date, after making the distributions described in Section 4.02(a)(1), Section 4.02(a)(2) and Section 4.02(a)(3), Available Funds from each Loan Group remaining will be distributed to the Senior Certificates to the extent provided in Section 4.03; (5) On each Distribution Date, Available Funds from each Loan Group remaining after making the distributions described in Section 4.02(a)(1), Section 4.02(a)(2), Section 4.02(a)(3) and Section 4.02(a)(4) will be distributed to the Subordinated Certificates, subject to paragraph 4.02(e) below, in the following order of priority: (A) to the Class B-1 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (ivB) to the Class B-1 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (C) to the Class B-2 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (vD) to the Class B-2 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (E) to the Class B-3 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (viF) to the Class B-3 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (G) to the Class B-4 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (viiH) to the Class B-4 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (I) to the Class B-5 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (viiiJ) to the Class B-5 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Certificate Balance thereof is reduced to zero; (K) to the Class B-6 Certificates, (2) any Accrued Certificate an amount allocable to interest equal to the Class Optimal Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; and (ixL) to the Class B-6 Certificates, an amount allocable to the extent of remaining Available Funds for each Mortgage Pool, but subject principal equal to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable its Pro Rata Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, Date until the Class Certificate Balance thereof has been is reduced to zero; (6) [reserved]; and (ii7) to the Class IIA-A-1 R Certificates, until any remaining funds; provided, that such amounts shall not include the $100 held in trust for the Class P Certificates. On each Distribution Date, all amounts representing Prepayment Charges received during the related Prepayment Period (and amounts paid by the Servicer for waiving them) will be distributed to the holders of the Class P Certificates. On the Distribution Date immediately following the expiration of the latest Prepayment Charge Period of the Mortgage Loans, the $100 held in trust for the Class P Certificates shall be withdrawn from the Certificate Balance thereof has been reduced Account and distributed to zerothe Class P Certificates. On each Distribution Date, all amounts representing Late Payment Fees assessable during the related Prepayment Period (and amounts paid by the Servicer for waiving them less any such amounts not deposited into the Distribution Account by the preceding Distribution Account Deposit date plus any such amounts deposited into the Distribution Account with respect to prior Prepayment Periods) will be distributed to the Holders of the Class L Certificates. (b) [reserved]. (c) [reserved]. (d) On each Distribution Date, the Trustee shall distribute amount referred to the Holders in clause (i) of the definition of Class II-A-R Optimal Interest Distribution Amount for each Class of Certificates any Available Funds remaining in the related REMIC for such Distribution Date shall be reduced by (i) the related Class’ pro rata share of Net Prepayment Interest Shortfalls based on (x) with respect to a Class of Senior Certificates, the related Class Optimal Interest Distribution Amount and (y) with respect to a Class of Subordinated Certificates on and prior to the second Senior Termination Date, the related Assumed Interest Amount for such Distribution Date or after the second Senior Termination Date, the Class Optimal Interest Distribution Amount for such Distribution Date, in each case in the absence of such Net Prepayment Interest Shortfalls and (ii) the related Class’ Allocable Share of (A) after the Special Hazard Coverage Termination Date, with respect to each Mortgage Loan in the related Loan Group (or, after the Senior Credit Support Depletion Date, any Mortgage Loan) that became a Special Hazard Mortgage Loan during the calendar month preceding the month of such Distribution Date, the excess of one month’s interest at the Adjusted Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month, (B) after the Bankruptcy Coverage Termination Date, with respect to each Mortgage Loan that became subject to a Bankruptcy Loss during the calendar month preceding the month of such Distribution Date, the interest portion of the related Debt Service Reduction or Deficient Valuation, (C) each Relief Act Reduction for the Mortgage Loans in the related Loan Group (or, after the Senior Credit Support Depletion Date, any Mortgage Loan) incurred during the calendar month preceding the month of such Distribution Date and (D) after the Fraud Loss Coverage Termination Date, with respect to each Mortgage Loan in the related Loan Group (or, after the Senior Credit Support Depletion Date, any Mortgage Loan) that became a Fraud Loan during the calendar month preceding the month of such Distribution Date, the excess of one month’s interest at the related Adjusted Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month. (e) Notwithstanding the priority and allocation contained in Section 4.02(a)(5), if, with respect to any Class of Subordinated Certificates, on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all Classes of Subordinated Certificates that have a higher numerical Class designation than such Class (the “Applicable Credit Support Percentage”) is less than the Original Applicable Credit Support Percentage for such Class, no distribution of Principal Prepayments on the Mortgage Loans will be made to any such Classes (the “Restricted Classes”) and the amount of such Principal Prepayments otherwise distributable to the Restricted Classes shall be distributed to the Classes of Subordinated Certificates having lower numerical Class designations than such Class, pro rata, based on their respective Class Certificate Balances immediately prior to such Distribution Date and shall be distributed in the sequential order set forth in Section 4.02(a)(5). Notwithstanding the foregoing, the Class of Subordinated Certificates then outstanding with the lowest numerical class designation shall not be a Restricted Class. (f) If the amount of a Realized Loss on a Mortgage Loan in a Loan Group has been reduced by application of all amounts described Subsequent Recoveries with respect to such Mortgage Loan, the amount of such Subsequent Recoveries will be applied sequentially, in clauses (a) and (b) the order of this payment priority, to increase the Class Certificate Balance of each related Class of Certificates to which Realized Losses have been allocated, but in each case by not more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.24.05. Holders of such Certificates will not be entitled to any payment in respect of the Class Optimal Interest Distribution Amount on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Balance of each Certificate of such Class in accordance with its respective Percentage Interest.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this clause (i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with the priorities set forth below in Section 4.2(b); (ii) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts being allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this clause (ii) but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to clause (i) above, and distributed in accordance with the priorities set forth below in Section 4.2(b); (iii1) to the Classes of Senior Certificates entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b4.2(c), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates, from the Available Funds, to the Principal Only Certificates, the Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Principal Only Certificates, the Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this clause (iv) shall not exceed the Subordinated Optimal Principal Amount for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Principal Only Certificates and (3) no distribution will be made in respect of the Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated On each Distribution Date prior to the Group II Senior Certificates Accretion Termination Date for the Accrual Certificates, before distributions are made pursuant to Section 4.2(a)(iii) above the following paragraphs, an amount equal to the Accrual Amount for the Accrual Certificates on such date will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, Accretion Directed Certificates until the their Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2

Priorities of Distribution. (a1) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Loan Group 1 from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Group 1 Senior Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 1 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes of Senior Certificates in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall, provided that the amount otherwise distributable on the related Certificate Group, portion of the Accrued Certificate Interest on each such Class for such Distribution DateA-X-2 IO component shall be deposited in the Carryover Shortfall Reserve Fund to the extent required by Section 4.07; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool[reserved]; (iii) concurrently, to the Classes of Group 1 Senior Certificates as follows: (A) [reserved]; and (B) the Principal Amount for Loan Group 1, up to the amount of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Distribution Amount for such Distribution Date andwill be distributed, in the case of the Group II Senior Certificatessequentially, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, Class 1-A-1 Certificates and Class A-X-2 PO-1 Component, in that order, until the their respective Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 CertificatesBalances or Component Principal Balance, until the Class Certificate Balance thereof has been as applicable, are reduced to zero. (civ) [reserved]. (2) On each Distribution Date, the Trustee shall distribute withdraw the Available Funds for Loan Group 2 from the Distribution Account and apply such funds to distributions on the Group 2 Senior Certificates in the following order and priority and, in each case, to the Holders extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Group 2 Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class II-Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall, provided that the amount otherwise distributable on the related portion of the Class A-R Certificates any Available Funds remaining X-2 IO component shall be deposited in the Carryover Shortfall Reserve Fund to the extent required by Section 4.07; (ii) [reserved]; (iii) concurrently, to the Classes of Group 2 Senior Certificates as follows: (A) [reserved]. (B) the Principal Amount for Loan Group 2, up to the amount of the related REMIC Senior Principal Distribution Amount for such Distribution Date will be distributed, sequentially, to the following Classes of Certificates and Component in the following order of priority: first, concurrently, to the Class 2-A-1A, Class 2-A-1B and Class 2-A-2 Certificates, pro rata by outstanding Class Certificate Balance, until their respective Class Certificate Balances are reduced to zero; and second, to the Class A-X-2 PO-2 Component, until its Component Principal Balance is reduced to zero. (3) On each Distribution Date, after application of all amounts making the distributions described in clauses (aSection 4.02(a)(1) and Section 4.02(a)(2), to each Class of LIBOR Certificates, any Carryover Shortfall Amounts only to the extent of amounts in the Carryover Shortfall Reserve Fund, as described in Section 4.07 and, with respect to only the Class 1-A-1, Class 2-A-1A, Class 2-A-1B and Class 2-A-2 Certificates, amounts on deposit in the related Yield Maintenance Reserve Fund, as described in Section 3.06. (b4) On each Distribution Date, after making the distributions described in Section 4.02(a)(1), Section 4.02(a)(2) and Section 4.02(a)(3), Available Funds from each Loan Group remaining will be distributed to the Senior Certificates to the extent provided in Section 4.03. (5) On each Distribution Date, Available Funds from both Loan Groups remaining after making the distributions described in Section 4.02(a)(1), Section 4.02(a)(2), Section 4.02(a)(3) and Section 4.02(a)(4) will be distributed to the Subordinated Certificates, the Class P Certificates and the Class A-R Certificates, subject to paragraph 4.02(e) below, in the following order of this Section 4.2priority:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I Senior Certificates and Group II Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b) and (c), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class III-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) sequentially, a pro rata portion based on the aggregate of the Class II-A-1 and Class II-A-2 Certificate Balances, to the Class II-A-1 and Class II-A-2 Certificates, in that order, until their respective Class Certificate Balances have been reduced to zero; (ii) to the Class II-A-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (iii) to the Class II-A-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (d) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, prior to the Trustee Credit Support Depletion Date, the Securities Administrator shall withdraw make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds Distribution Amounts for each Collateral Group remaining: (i) to the Classes each Class of Senior Certificates of (other than the Principal Only Certificates) related Certificate to such Collateral Group, the Accrued Certificate Interest on thereon, pro rata in proportion to the amount of Accrued Certificate Interest owing to each such Class for such Distribution DateClass; (ii) to the Classes of Senior Certificates of (other than the Interest Only Certificates) related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate such Collateral Group, to the extent of the remaining Available Funds Distribution Amounts for such Collateral Group, as follows: (A) to the Residual Certificates, in reduction of their Class Principal Balance, from the related Mortgage PoolAvailable Distribution Amount for Collateral Group 1, until the Class Principal Balance of each such class is reduced to zero; (B) to the Class A1A and Class A1B Certificates, in reduction of their Class Principal Balance, from the Available Distribution Amounts for Collateral Group 1 in an amount up to the Senior Principal Distribution Amount for Collateral Group 1 for such Distribution Date, pro rata, in proportion to the Class Principal Balance of each such class, until the Class Principal Balance thereof is reduced to zero; (C) to the Class A2A and Class A2B Certificates, in reduction of their respective Class Principal Balances, from the Available Distribution Amounts for Collateral Group 2 in an amount up to the Senior Principal Distribution Amount for Collateral Group 2 for such Distribution Date, pro rata, in proportion to the Class Principal Balance of each such class, until the Class Principal Balance thereof is reduced to zero; (D) to the Class A-PO Certificates, in reduction of their Class Principal Balance, from the Available Distribution Amounts for Collateral Group 1 in an amount up to the A-PO Principal Distribution Amount for Collateral Group 1 for such Distribution Date, until the Class Principal Balance thereof is reduced to zero; and (iii) from amounts otherwise payable to the Subordinate Certificates, to the Class A-PO Certificates, the related Senior Optimal principal portion of Current Realized Losses and the Deferred Principal Amount for such Class A-PO Certificates and such Distribution Date; provided, however, that, if necessary, the aggregate of all such amounts distributed on such Distribution Date shall not exceed the aggregate Subordinate Principal Distribution Amount (without regard to the proviso of such definition) for the Subordinate Certificates and, in provided further, that such amounts will not reduce the case Class Principal Balance of the Group II Senior such Class A-PO Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of the remaining Available Funds Distribution Amounts for the Mortgage Pools, but Collateral Group 1 and Collateral Group 2 and subject to the prior payment distribution of amounts described under Section 4.2(g)4.01(d) below, to the Subordinate Certificates, in their order of seniority the following order: sum of (1i) the Accrued Certificate Interest thereon pro rata on the basis of the amount owing to each such class, and (ii) their pro rata shares, based on their outstanding Certificate Balances, of the Subordinate Principal Distribution Amount for each such Collateral Group, as applicable; provided, however, that on any Distribution Date on which the Subordination Level for any class of Subordinate Certificates is less than its Subordination Level as of the Closing Date, the portion of the Subordinate Principal Prepayment Amount otherwise allocable to the class or classes of Subordinate Certificates junior to such class will be allocated pro rata to the most senior class of Subordinate Certificates for which the Subordination Level on such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates Date is less than the Subordination Level as of the Closing Date and (3) such Class' Allocable Share for such Distribution Dateall classes of Subordinate Certificates senior thereto; (v) to the Class B-2 Certificates, to the extent each related class of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)certificates, in the following order: (1) order of their seniority, the Accrued Certificate Interest thereon for amount of any unreimbursed Realized Losses previously allocated to such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date;certificates; and (vi) after all of the other Classes of Certificates have been paid in full, the remainder, if any, which is expected to be zero, of the Class B-3 Certificates, to Available Distribution Amounts for all Collateral Groups (other than any Fair Market Value Excess remaining after an optional termination of the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viiTrust Fund) to the Class B-4 Residual Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated 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 Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order holders of priority: (i) to the Class II-A-R P Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date on or after the Credit Support Depletion Date, the Trustee shall distribute to the Holders extent of the Available Distribution Amount allocable to each Collateral Group on such Distribution Date, distributions shall be made to the Senior Certificates related to each such Collateral Group (other than the Class A-IO Certificates), in respect of interest (pro rata according to Accrued Certificate Interest for such Distribution Date) and then with respect to principal (pro rata according to their outstanding principal balances); and the remainder (other than any Fair Market Value Excess remaining after the optional termination of the Trust Fund), if any, which is expected to be zero, of the Available Distribution Amounts for each such Collateral Group shall be distributed to the holder of the Class II-R Certificates. (d) On each Distribution Date prior to the Credit Support Depletion Date, but after the date on which the total Certificate Balance of the Senior Certificates of a Certificate Group (other than the Class A-R PO Certificates) has been reduced to zero, amounts otherwise distributable as principal on each class of Subordinate Certificates, in respect of such class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount for the Collateral Group relating to such retired Senior Certificates, will be distributed as principal to all other Senior Certificates (other than any related Class A-PO or Class A-IO Certificates), until the Class Principal Balances thereof have been reduced to zero. In addition, on any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts with respect to the related Mortgage Loans otherwise distributable as principal on the related Subordinate Certificates, in reverse order of priority (other than amounts necessary to pay Deferred Principal Amounts or unpaid Current Shortfalls) (or, following the related Credit Support Depletion Date, such other amounts described in the immediately following sentence), shall be distributed as principal to the Senior Certificates (other than any Interest Only Certificates and the Class A-PO Certificates) of such Undercollateralized Group, until the aggregate Certificate Principal Balance of such Senior Certificates equals the Non-AP Pool Balance of the related Collateral Group (such distribution, an “Undercollateralization Distribution”). In the event that any Certificate Group constitutes an Undercollateralized Group on any Distribution Date following the related Credit Support Depletion Date, Undercollateralization Distributions shall be made from any Available Funds Distribution Amounts for each related Collateral Group that does not constitute an Undercollateralized Group remaining in after all required amounts have been distributed to the related REMIC Senior Certificates (other than the Class A-PO Certificates and Class A-IO Certificates) of such other Certificate Group. In addition, the amount of any unpaid interest shortfalls with respect to an Undercollateralized Group on any Distribution Date (including any Current Shortfalls for such Distribution Date after application of all amounts described in clauses Date) shall be distributed to the Senior Certificates (a) and (bother than the Class A-PO Certificates) of this such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the related Subordinate Certificates, in reverse order of priority (or, following the Credit Support Depletion Date, as provided in the preceding sentence). On each Distribution Date on which any Fair Market Value Excess is on deposit in the Certificate Account and such Fair Market Value Excess has not been previously distributed in accordance with Section 4.24.01(c), the Securities Administrator shall withdraw such Fair Market Value Excess, from the Certificate Account, and shall distribute it to the Holder of the Class RC Certificates.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I, Group II and Group III Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), (c) and (d), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently to the Class I-A-1 and Class I-A-2 Certificates, pro rata,until their respective Class Certificate Balances have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates, Certificates until the Class Certificate Balance thereof has been reduced to zero. (cd) Amounts allocated to the Group III Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class III-A-1 and Class III-A-2 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero. (e) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b), (c) and (bd) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the Class Certificate Balance of the Class I-A-R Certificates. (f) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (g) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (h) In the event that in any calendar month the Master Servicer recovers an amount (an “Unanticipated Recovery”) in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (h). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (i) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Sections 4.2(b), (c) and (d) until the total Class Certificate Balance of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pools not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of such other Certificate Group. In addition, the amount of any unpaid Accrued Certificate Interest with respect to any Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificates of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(i), no distribution of principal will be made to any Class of Subordinated Certificates until an Undercollateralized Group is no longer undercollateralized. If more than one Undercollateralized Group on any Distribution Date is entitled to an Undercollateralization Distribution, such Undercollateralization Distribution shall be allocated among the Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance of the related Senior Certificates is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Undercollateralized Groups. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Groups pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates, unless (a) the Aggregate Subordinated Percentage for such Distribution Date is at least two times the Aggregate Subordinated Percentage as of the Closing Date, (b) the aggregate Stated Principal Balance of all the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this purpose any Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%, and (c) the cumulative Realized Losses in the Mortgage Pools do not exceed (i) 20% of the Original Subordinated Principal Balance if such Distribution Date occurs between and including January 2006 and December 2008, and 30% of the Original Subordinated Principal Balance if such Distribution Date occurs on or after January 2009. Except as provided otherwise in this Section 4.2(i), all distributions described above will be made in accordance with the priorities set forth in Section 4.2(a), (b), (c) and (d).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class thereon for such Distribution Date and to FSA, concurrently with the interest distribution to the Class A-3 Certificates, the FSA Premium due on such Distribution Date; provided that any shortfall in available amounts shall be allocated among such Classes in proportion to the amount of Accrued Certificate Interest that would otherwise be distributable thereto; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts shall be allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) to the Classes of Senior Certificates entitled to principal distributions, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in clauses (i) and (ii) of Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date. To the extent that the Available Funds for such Distribution Date are insufficient to make the Guaranteed Distribution to the Class A-3 Certificates in accordance with the foregoing, the Trustee shall make a Reserve Fund Withdrawal in accordance with Section 4.7 and/or a claim under the FSA Policy in accordance with Section 10.2. The Class A-3 Certificateholders shall be entitled to receive the amounts, if any, distributed to the Class A-3 Certificates pursuant to Sections 4.7 and 10.2 on such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to the priority described above in Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) commencing on the Distribution Date in September 2006, to the Class II-A-4 Certificates, in an amount up to the Class A-4 Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (ii) to the remaining Classes of Senior Certificates, less the Class A-4 Principal Distribution Amount, in the following order of priority: (1) concurrently to the Class A-R RU and Class A-RL Certificates, until the respective Class Certificate Balances thereof have been reduced to zero; (2) commencing on the Distribution Date in September 2004, an amount equal to $25,000 on each Distribution Date to the Class A-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and; (ii3) concurrently as follows: first, 29.1063017604% of the remaining Senior Optimal Principal Amount sequentially to the Class II-A-1 and Class A-2 Certificates, in that order, until the respective Class Certificate Balance Balances thereof has have been reduced to zero. (c) On each Distribution Date; and second, the Trustee shall distribute to the Holders 70.8936982396% of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2Senior Optimal Principal Amount as follows:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently, to the Class II-A-1 A-1, Class II-A-2, Class II-A-3, Class II-A-4 and Class II-A-5 Certificates as follows: (0) 00.0000000000% of the remaining Senior Optimal Principal Amount for Pool II for such Distribution Date, concurrently to the Class II-A-1, Class II-A-2 and Class II-A-5 Certificates, pro rata, until the respective Class Certificate Balance Balances thereof has have each been reduced to zero; and (0) 00.0000000000% of the remaining Senior Optimal Principal Amount for Pool II for such Distribution Date, sequentially to the Class II-A-3 and Class II-A-4 Certificates, in that order, until the respective Class Certificate Balances thereof are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw be required to make the disbursements and transfers from Available Funds for each and from payments made by the Certificate Group from Insurer under the applicable subaccount of Policy then on deposit in the Distribution Account (but, with regards to payments made under the Policy, only for distributions made under Sections (A)(2) and apply such funds to distributions on the Certificates of the related Certificate Group (B)(1) herein) in the following amounts and order and priority and, in each case, to the extent of Available Funds remainingpriority: (iA) From the Interest Remittance Amount for such Distribution Date, distributions in respect of interest as follows: 1. to the Classes of Senior Certificates of Certificate Insurer, the related amount owing to the Certificate GroupInsurer under the Insurance Agreement for the Premium; 2. to the Class A Certificates, the Accrued Certificate Interest on each Distribution Amount and any Unpaid Interest Amount for such Class for and such Distribution Date; (ii) 3. to the Classes of Senior Certificates of Certificate Insurer, the related amount owing to the Certificate Group, Insurer under the Insurance Agreement for reimbursement for prior claims paid under the Policy and any Accrued other amounts owing to the Certificate Insurer under the Insurance Agreement; and 4. any Interest thereon Remittance Amount remaining undistributed from previous Distribution Dates, pursuant to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: clauses (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and through (3) such Class' Allocable Share for such Distribution Date; (v) to above will be used in determining the Class B-2 Certificatesamount of Total Monthly Excess Spread, to the extent of remaining Available Funds for the Mortgage Poolsif any, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (bB) Amounts allocated From the Principal Distribution Amount for such Distribution Date, distributions in respect of principal shall be made in the following amounts and order of priority: 1. to the Group II Senior Certificates Class A Certificates, until its Class Certificate Balance has been reduced to zero; and 2. to the Certificate Insurer, the amount owing to the Certificate Insurer under the Insurance Agreement for reimbursement for prior claims paid under the Policy and any other amounts owing to the Certificate Insurer under the Insurance Agreement, to the extent not paid pursuant to Section 4.2(a)(iiiclause (A)(1) above. (C) Any Available Funds (other than that portion of the Available Funds respresenting Prepayment Charges) remaining after the distributions in clauses (A) and (B) above will shall be distributed in the following order of priority: (i) 1. to the Class II-A-R A Certificates, in reduction of the Class Certificate Balance thereof, until its Class Certificate Balance has been reduced to zero; 2. to the Excess Reserve Fund Account, the amount of any Net WAC Carry Forward Amounts for such Distribution Date to be distributed to the Class A Certificates; 3. to the Swap Provider, any Swap Termination Payment resulting from a Swap Provider Trigger Event; 4. to the Holders of the Class C Certificates, (a) the Class C Distributable Amount and (b) on any Distribution Date on which the Class Certificate Balance of the Class A Certificates has been reduced to zero, any remaining amounts in reduction of the Class Certificate Balance of the Class C Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) 5. to the Class II-A-1 Certificates, until Holders of the Class Certificate Balance thereof has been reduced to zeroR Certificates (in respect of the Class R-I Interest), the remaining amount. (cD) On each Distribution Date after the date on which the aggregate amount of Prepayment Charges deposited into the Pool Policy Account equals the Required Pool Policy Account Deposit, an amount equal to all Prepayment Charges received during the related Prepayment Period together with the amounts paid in respect thereof pursuant to Section 3.21 shall be distributed to the Pool Insurer (unless the Pool Insurer has been terminated or is no longer Qualified). On each Distribution Date, the Supplemental Interest Trust Trustee shall distribute make the distributions required under Section 4.05(I)(c). It is the intention of all of the parties hereto that the Class C Certificates receive all principal and interest received by the Trust on the Mortgage Loans that is not otherwise distributable to the Holders of Class A Certificates or the Certificate Insurer and that the Class II-A-R Certificates are to receive no principal and interest. If the Trustee determines that the Class R Certificates are entitled to any Available Funds remaining distributions, the Trustee, prior to any such distribution to the Class R Certificates, shall notify the Depositor of such impending distribution but shall make such distribution in accordance with the terms of this Agreement until this Agreement is amended as specified in the related REMIC for following sentence. Upon such Distribution Date after application notification, the Depositor will request an amendment to the Pooling and Servicing Agreement to revise such mistake in the distribution provisions. The Class R Certificateholders, by acceptance of all amounts described their Certificates, and the Servicer, hereby agrees to any such amendment and no further consent shall be necessary, notwithstanding anything to the contrary in clauses (a) and (b) Section 10.01 of this Pooling and Servicing Agreement; provided, however, that such amendment shall otherwise comply with Section 4.210.01 hereof.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) to the Classes of Senior Certificates of the related Certificate Group, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) concurrently, to the Class III-A-R RU and Class I-A-RL Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero; (ii) concurrently, to the Class I-A-4 and Class I-A-5 Certificates, pro rata, in an amount up to their NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (iii) concurrently, to the Class I-A-1, Class I-A-2 and Class I-A-6 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero; (iv) to the Class I-A-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (iiv) concurrently, to the Class I-A-4 and Class I-A-5 Certificates, pro rata, without regard to their NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R RU and Class I-A-RL Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw make the Available following distributions from the Distribution Account, net of the Trustee Fee and the Trustee's expenses, of an amount equal to the Interest Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingpriority: (i) from the Interest Funds for each Group, to the Classes of related Senior Certificates and the related Component of the related Certificate GroupClass A-IO Certificates, the Accrued Certificate Current Interest on and any Interest Carry Forward Amount for the such Certificates; provided, however, that any shortfall in available amounts in respect of each Group shall be applied, pro rata, among the Senior Certificates and Components of the Class A-IO Certificates of such Class for such Distribution Date;Group; and (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds amounts from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Interest Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I and Group II Senior Certificates, in the order of priority set forth below in shall be combined and distributed pursuant to Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv4.1(b) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Datehereof. (b) Amounts allocated to On each Distribution Date, the Group II Senior Certificates Trustee shall apply all amounts remaining pursuant to Section 4.2(a)(iii4.1(a)(ii) above will be distributed in the following order of priority: (i) to the Class M-1 Certificates, the Current Interest thereon; (ii) to the Class M-2 Certificates, Current Interest thereon; (iii) to the Class B Certificates, Current Interest thereon; and (iv) any remaining amounts pursuant to Section 4.1(g) hereof. (c) On each Distribution Date, the Trustee shall make the following distributions from the Distribution Account of an amount equal to the Principal Distribution Amount for each Group as follows: (i) From the Principal Distribution Amount for Group I, in an amount up to the Senior Principal Distribution Amount for such Group as follows: (x) the Priority Principal Distribution Amount to the Class AF–6 Certificates until the Class Certificate Balance thereof has been reduced to zero, and (y) the balance of the Senior Principal Distribution Amount for Group I sequentially to the Class AF–1, Class AF–2, Class AF–3, Class AF–4, Class AF–5 and Class AF-6 Certificates, in that order, so that no such distribution pursuant to this clause (y) will be made to any such Class until the Certificate Principal Balances of all Group I Class A Certificates with a lower numeral designation shall have been reduced to zero; provided, however, that, on any Distribution Date on or after the Credit Support Depletion Date, the Senior Principal Distribution Amount for Group I will be distributed pro rata and not sequentially to the Group I Class A Certificates; (ii) From the Principal Distribution Amount for Group II-, an amount up to the Senior Principal Distribution Amount for such Group shall be distributed to the Class AV Certificates until the Class Certificate Balance thereof has been reduced to zero; and (iii) In the event the Certificate Principal Balance of the (A-R ) Group I Class A Certificates or (B) the Group II Class A Certificates has been reduced to zero, on such Distribution Date and each Distribution Date thereafter principal distributions otherwise distributable to such retired Certificates will be applied to the remaining Senior Certificates related to the other Mortgage Loan Group (after giving effect to the distributions described in this Section 4.1(c)). Any such distributions in respect of the Group I Class A Certificates will be distributed to such Classes in the manner provided in the first subparagraph of this subsection. (d) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount for all Groups remaining after distributions pursuant to Section 4.1(c) in the following order of priority: (i) to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (ii) to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; and (iiiii) to the Class II-A-1 B Certificates, the Class B Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero. (ce) Notwithstanding Section 4.1(c) and (d) hereof, before the Stepdown Date or if a Trigger Event is in effect on any Distribution Date each Principal Distribution Amount shall be distributed in the following order of priority: (i) to the related Class A Certificates (in the case of Group I, in the manner described in Section 4.1(c)) until the Certificate Principal Balance of such Class A Certificates has been reduced to zero; (ii) after the Certificate Principal Balance of the Class A Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class M-1 Certificates until the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero; (iii) after the Class Certificate Balance of the Class M–1 Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class M-2 Certificates until the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, and (iv) after the Class Certificate Balance of the Class M–2 Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class B Certificates until the Class Certificate Balance of the Class B Certificates has been reduced to zero. (f) On each Distribution Date, the Trustee shall distribute Pledged Prepayment Penalties for such Distribution Date in accordance with the priorities set forth in clauses (xiv) through (xvii) of Section 4.1(g) hereof (without regard to references to the Basis Risk Reserve Fund). (g) On each Distribution Date, the Trustee shall make the following distributions from the Distribution Account of any remaining amounts pursuant to Sections 4.1(b)(iv) hereof, together with any Net Pledged Prepayment Penalties for such Distribution Date, in the following order of priority: (i) on each of the first four Distribution Dates only, to the Basis Risk Reserve Fund, any Basis Risk Payment for such date; (ii) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class A Certificates, on a pro rata basis any applicable Cap Carryover Amount; (iii) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-1 Certificates, any applicable Cap Carryover Amount; (iv) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-2 Certificates, any applicable Cap Carryover Amount; (v) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class B Certificates, any applicable Cap Carryover Amount; (vi) the related Principal Percentage of the Extra Principal Distribution Amount will be added to the Principal Distribution Amount for Group I and the related Principal Percentage for Group II of the Extra Principal Distribution Amount will be added to the Principal Distribution Amount for Group II; (vii) to the Class M-1 Certificates, any related Interest Carry Forward Amount; (viii) to the Class M-1 Certificates, any related Unpaid Realized Loss Amount; (ix) to the Class M-2 Certificates, any related Interest Carry Forward Amount; (x) to the Class M-2 Certificates, any related Unpaid Realized Loss Amount; (xi) to the Class B Certificates, any related Interest Carry Forward Amount; (xii) to the Class B Certificates, any related Unpaid Realized Loss Amount; (xiii) to the Basis Risk Reserve Fund, any Basis Risk Payment for such date; (xiv) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance thereof has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class A Certificates, on a pro rata basis any applicable Cap Carryover Amount; (xv) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class M-1 Certificates, any applicable Cap Carryover Amount; (xvi) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class M-2 Certificates, any applicable Cap Carryover Amount; (xvii) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class B Certificates has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class B Certificates, any applicable Cap Carryover Amount; (xviii) to the other Certificates to the extent of any Unpaid Realized Loss Amount; and (xix) the remainder pursuant to Section 4.1(i) hereof. (h) On each Distribution Date, the Trustee shall distribute an amount equal to the Class P Prepayment Amount for such Distribution Date to the Class P Certificates. (i) On each Distribution Date, the Trustee shall distribute to the Holders Class C Certificates any remaining amounts pursuant to Section 4.1(g)(xix) hereof, to the extent of the Class II-A-R Certificates any Available Funds remaining sum of the interest accrued thereon at the rate described in Schedule III and that has not been distributed thereon on prior Distribution Dates (amounts deposited in the Basis Risk Reserve Fund under Section 4.1(g)(xiii) are treated as distributed for this purpose), amounts representing earnings on the Basis Risk Reserve Fund, and any amounts released from the Basis Risk Reserve Fund. (j) On each Distribution Date, to the extent the Servicer or Master Servicer shall have collected any Subsequent Recoveries during the related REMIC Prepayment Period, the Trustee shall apply such amounts as follows: first, sequentially, in order of priority, to each Class of Subordinate Certificates then outstanding, in reduction of any amounts previously applied to such Class to reduce the Class Certificate Balance thereof pursuant to Section 4.3 hereof (provided, however, that any such amounts distributed pursuant to this clause first to a Class of Subordinate Certificates shall not reduce the Class Certificate Balance thereof); and second, as part of the related Interest Funds for such Distribution Date after for application of all pursuant to Section 4.1(a). (k) On each Distribution Date the Trustee shall distribute to the Class R Certificates any remaining amounts described in clauses (a) and (b) of this Section 4.2the Distribution Account.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this clause (i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with the priorities set forth below in Section 4.2(b) and (c); (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this clause (ii) but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to clause (i) above, and distributed in accordance with the priorities set forth below in Sections 4.2(b) and (c); (iii1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) and (c), as applicable, until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Group I Senior Certificates, from the Available Funds for Pool I, to the Class I-A-PO Certificates, and concurrently with the Group II Senior Certificates, from the available Funds for Pool II, to the Class II-A-PO Certificates, the applicable Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date;: (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(k), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(k), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(k), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(k), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed sequentially, in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and; (ii) concurrently, to the Class III-A-1 A-4 and Class I-A-10 Certificates, pro rata, in an amount up to the NAS Principal Distribution Amount for such Distribution Date, until the their respective Class Certificate Balance thereof has Balances have each been reduced to zero.; (ciii) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2concurrently as follows:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this clause (i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with the priorities set forth below in Section 4.2(b); (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this clause (ii) but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to clause (i) above, and distributed in accordance with the priorities set forth below in Section 4.2(b); (iii1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(bSections 4.2(c) and (d), as applicable, until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Group I Senior Certificates, from the Available Funds for Pool I, to the Class I-A-PO Certificates, and concurrently with the Group II Senior Certificates, from the available Funds for Pool II, to the Class II-A-PO Certificates, the applicable Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated On each Distribution Date prior to the Group II Senior Certificates Accretion Termination Date for the Accrual Certificates, before distributions are made pursuant to Section 4.2(a)(iii) above the following paragraphs, an amount equal to the Accrual Amount for the Accrual Certificates will be added to the Class Certificate Balance thereof and will be distributed to the following Classes of Certificates (prior to giving effect to the distributions in Section 4.2(a)) in reduction of their Class Certificate Balances, sequentially, in the following order of priority: (i) concurrently, to the Class III-AA-1 and Class I-R A-3 Certificates, pro rata, until the respective Class Certificate Balance Balances thereof has have each been reduced to zero; and (ii) to the Class III-A-1 A-5 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates in the following order of priority: (A) to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class B-1 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-2 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-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class II-A-1 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 Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon (or added to the balance thereof) provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this priority (i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with the priorities described below in subsection (c); (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this priority second but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to priority first above, and distributed in accordance with the priorities described below in subsection (c); (iii) (1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) through (g), as applicable, until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Group I Senior Certificates, from the Available Funds for Pool I, to the Class I-A-PO Certificates, and concurrently with the Group II Senior Certificates, from the available Funds for Pool II, to the Class II-A-PO Certificates, the applicable Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(l), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vvi) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(l), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vivii) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(l), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiviii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(l), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiiix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(l), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(l), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates corresponding to Pool I pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed sequentially, in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) concurrently, as follows (I) 58.7706957018% of the remaining Senior Optional Principal Amount for Pool I for such Distribution Date, in the following order of priority; (A) to the Class I-A-13 and Class I-A-15 Certificates, the lesser of (a) 90% of the total amount available for distribution for pursuant to this Section 4.2(b)(ii)(I)(A) for such Distribution Date, and (b) the NAS I Principal Distribution Amount for such Distribution Date, pro rata, until the respective Class Certificate Balances of each have been reduced to zero; (B) to the Class I-A-1 and Class I-A-3 Certificates, pro rata, until an amount of $586 has been paid on each Distribution Date, until the respective Class Certificate Balances of each have been reduced to zero; (C) until an amount of $937,000 has been paid on each Distribution Date, concurrently, as follows: (i) 22.7455418114% of the remaining Senior Optimal Principal Amount for Pool I, sequentially, as follows: (a) to the Class I-A-4 Certificates, until the Class Certificate Balance thereof has been reduced to the Planned Balance for such class and such Distribution Date, as set forth in the PAC I Schedule; (b) sequentially, to the Class I-A-5 and Class I-A-6 Certificates, in that order, until the respective Class Certificate Balances of each have been reduced to zero; and (iic) to the Class III-A-1 A-4 Certificates until the Class Certificate Balance thereof has been reduced to zero; (ii) 77.2544581886% of the remaining Senior Optimal Principal Amount for Pool I, sequentially, as follows: (a) sequentially, to the Class I-A-7 and Class I-A-8 Certificates, in that order, until their aggregate Class Certificate Balance has been reduced to its Planned Balance for such Distribution Date as set forth in the PAC II Schedule; (b) to the Class I-A-9 Certificates, until the Class Certificate Balance thereof has been reduced to the Targeted Balance for such class and Distribution Date as set forth in the TAC Schedule; (c) to the Class I-A-16 Certificates, until the Class Certificate Balance thereof has been reduced to zero.; (cd) On each Distribution Date, the Trustee shall distribute to the Holders Class I-A-9 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (e) to the Class I-A-17 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (f) sequentially, to the Class I-A-7 and Class I-A-8 Certificates, in that order, until the respective Class Certificate Balances of each have been reduced to zero; (D) to the Class I-A-1 and Class I-A-3 Certificates, pro rata, until the respective Class Certificate Balances of each have been reduced to zero; (E) concurrently, as follows: (i) 22.7455418114% of the Class II-A-R Certificates any Available Funds remaining in the related REMIC Senior Optimal Principal Amount for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2Pool I, sequentially, as follows:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon (or added to the balance thereof) provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this priority (i) but will instead be added to the Class Certificate Balance thereof and distributed in the manner described below in subsection (c); (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts being allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this priority (ii) but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to priority first above, and distributed in the manner described below in subsection (c); (iii1) to the Classes of Senior Certificates entitled to distributions of principal, other than the Class PO Certificates, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date andDate, in the case of the Group II Senior Certificates, (in the order of priority set forth below in Section 4.2(b)), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates, from the Available Funds, to the Class PO Certificates, in reduction of the Class Certificate Balance thereof, the Class PO Principal Distribution Amount for such Distribution Date until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class PO Certificates, the Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the Subordinated Optimal Principal Amount for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vvi) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vivii) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiviii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiiix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date.; (b) Amounts allocated to the Group II Senior Certificates pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed sequentially, in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) concurrently, as follows: (A) 23.0449898118% of the remaining Senior Optimal Principal Amount for such Distribution Date, to the Class A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (B) 76.0000000000% of the remaining Senior Optimal Principal Amount for such Distribution Date, to the Class A-2, Class A-3, Class A-4 and Class A-5 Certificates, in the following order of priority: i. to the Class A-4 Certificates, in an amount up to the NAS Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; ii. sequentially, to the Class A-2, Class A-3 and Class A-5 Certificates, in that order, until the respective Class Certificate Balances of each has been reduced to zero; and iii. to the Class A-4 Certificates, without regard to the NAS Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero. (c) On each distribution date prior to the Accretion Termination Date for the Class A-5 Certificates, the Accrual Amount related to the Class A-5 Certificates on such date will be distributed (prior to giving effect to the distributions above), sequentially, as follows: (i) to the Class A-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 A-5 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates Certificates, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) through (c) and (be). Any distributions pursuant to this subsection (d) shall not reduce the Class Certificate Balance of the Class A-R Certificates. (e) On and after the Cross-Over Date, the amount distributable to the Senior Certificates pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the Classes of Senior Certificates (other than the Class PO Certificates), pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Sections 4.2(a) through (c) above. (f) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (v) through (x) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in clauses (v) through (x) of Section 4.2(a) . (g) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”), in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.24.2(a)(iii). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be (i) with respect to the Class PO Certificates, based on the PO Percentage of the principal portion of the Realized Loss previously allocated thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes of the next to last sentence of the preceding paragraph), and (ii) with respect to any other Class of Certificates, based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the Non-PO Percentage of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans); provided however, that (i) the share of an Unanticipated Recovery allocable to a Principal Only Certificate with respect to any Mortgage Loan (or Loans) shall be reduced by the PO Percentage of the aggregate amount previously distributed to such Class in respect of such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to the Class PO Certificates have been so reduced shall be distributed to the Classes of Certificates described in clause (ii) of the preceding paragraph in the same proportion as described in such clause (ii). For purposes of the preceding sentence, any Class PO Deferred Amount distributable to a Class PO Certificate on previous Distribution Dates shall be deemed to have been allocated in respect of the Mortgage Loans as to which the PO Percentage of the principal portion of Realized Losses has previously been allocated to such Class on a pro rata basis (based on the amount of Realized Losses so allocated).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw pay the Available Funds Premium Amount for each such Distribution Date to the Class A Certificate Group Insurer from amounts withdrawn from the applicable subaccount of Collection Account pursuant to Section 3.11(a)(i)(B) and, from funds on deposit in the Distribution Account, make the disbursements and transfers from amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of LIBOR Certificates and to the Class A Certificate Insurer in the following order of priority: (A) to the Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates, the related Accrued Certificate GroupInterest Distribution Amount and any Unpaid Interest Amounts for such Distribution Date, in each case, pursuant to the allocation set forth in clauses (iv), (v) and (vi) of this Section 4.02(a); (B) to the Class A Certificate Insurer, any Reimbursement Amount; (C) to the Class B-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; and (D) to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a) before the related Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, Class or Classes of LIBOR Certificates then entitled to distributions of principal and to the extent Class A 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 remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been are reduced to zero; (ivb) to the Class B-1 CertificatesA Certificate Insurer, to the extent amount of any remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution DateReimbursement Amount; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, the Accrued Certificate Interest on each such Class class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the related Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with Section 4.2(b) below; (ii) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the related Mortgage PoolAccretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(ii) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with Section 4.2(b) below unless such amounts have already been added to the Class Certificate Balance of the Accrual Certificates and distributed in accordance with Section 4.2(b) below, as provided in Section 4.2(a)(i) above; (iii) to the Classes of Senior Certificates entitled to principal distributions, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zerobelow; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date;; and (vii) to the Class B-4 B-4, Class B-5 and Class B-6 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: Funds: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date. (b) Amounts allocated On each Distribution Date, before distributions are made pursuant to the Group II Senior following paragraph, an amount equal to the Accrual Amount for the Class A-2 Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of prioritypriority to the following Classes in reduction of their Class Certificate Balances: (i) to the Class II-A-R A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 A-2 Certificates, until the Class Certificate Balance thereof has been reduced to zero. Amounts allocated to the Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed sequentially as follows: (1) to the Class A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (2) to the Class A-4 Certificates, in an amount equal to the Class A-4 Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; and (3) the remaining amount, 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. On each Distribution Date prior to the related Accretion Termination Date, the Accrual Amount for the Class A-2 Certificates will be added to the Class Certificate Balance of the Class A-2 Certificates. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.24.2 on such Distribution Date. Any distributions pursuant to this subsection (c) shall not reduce the Class Certificate Balance of the Class A-R Certificates. (d) If on any Distribution Date the Class Certificate Balances of the Subordinated Certificates have each been reduced to zero, the amount distributable to the Senior Certificates pursuant to Section 4.2(a)(iii) for such Distribution Date and each succeeding Distribution Date shall be allocated among such Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2(a)(iii). (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Class B Certificates (other than the Class B-1 Certificates, to which the Class Prepayment Distribution Trigger shall not apply) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class of Class B Certificates pursuant to clauses (2), (3) and (5) of the Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (vi) through (viii) of Section 4.2(a) have been distributed, such amounts shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates in order of priority, such that no such distribution shall be made to any Class of Certificates while a prior such Class is outstanding. (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month the Trustee shall withdraw from the Distribution Account and distribute to the Holders of each outstanding Class to which such Realized Loss had previously been allocated its share (determined as described in the succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute to the Holders of all outstanding Classes of the related Certificates to which Realized Losses had previously been allocated and not reimbursed their pro rata share (determined as described below) of such excess in an amount not to exceed the aggregate amount of any Realized Loss previously allocated to such Class with respect to any other Mortgage Loan that has not been recovered in accordance with this subsection (f). Any distributions made pursuant to this subsection (f) shall not reduce the Class Certificate Balance of the related Certificate. For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates and Group III Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) concurrently, to the Class II-A-R RU and Class II-A- RL Certificates, pro rata, until the their respective Class Certificate Balance thereof has Balances have each been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R RU and Class II-A-RL Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the respective Class Certificate Balances of the Class II-A-RU and Class II-A-RL Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (e) If (i) on any Distribution Date the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class' remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates in order of priority, such that no such distribution shall be made to any Class of Subordinated Certificates while a Class of Subordinated Certificates having a distribution priority higher than such Class is outstanding; and (ii) notwithstanding the priorities and allocations contained in Section 4.2(a) and (b), with respect to any Certificate Group, the Two Times Test is not satisfied, each Class of Subordinated Certificates will be entitled to receive, in respect of clauses (2), (3) and (5) of the definition of Subordinated Optimal Principal Amount for each Mortgage Pool, an amount equal to the product of (x) their Allocable Share and (y) the percentages set forth in the following table: Distribution Date occurring in Percentage ------------------------------ ------------ July 2004 through June 2009 0% July 2009 through June 2010 30% July 2010 through June 2011 40% July 2011 through June 2012 60% July 2012 through June 2013 80% July 2013 and thereafter 100% (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of such Realized Loss previously allocated to such Class, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement.. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (g) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Section

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) to the Classes of Senior Certificates of the related Certificate Group, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) and (c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates corresponding to Pool I pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) pro rata, to the Class I-A-4 and Class I-A-12 Certificates, an amount up to the NAS Principal Distribution Amount for such date, until their respective Class Certificate Balances have each been reduced to zero; (ii) to the Class I-A-1, Class I-A-3, Class I-A-8, Class I-A-35 and Class I-A-36 Certificates, an amount up to the amount necessary to reduce their aggregate Class Certificate Balance to their aggregate Planned Balance for such Distribution Date as set forth in the Principal Balance Schedules, concurrently as follows: (A) 49.2499984928% of such amount, sequentially, to the Class I-A-8 and Class I-A-35 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; and (B) 50.7500015072% of such amount, sequentially, to the Class I-A-1, Class I-A-3 and Class I-A-36 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; (iii) concurrently as follows: (A) 49.2904038700% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, concurrently as follows: (0) 0.0000000000% of such amount to the Class I-A-34 Certificates, until their Class Certificate Balance has been reduced to zero; (0) 0.0000000000% of such amount to the Class I-A-20 Certificates, until their Class Certificate Balance has been reduced to zero; (0) 0.0000000000% of such amount to the Class I-A-43 Certificates, until their Class Certificate Balance has been reduced to zero; (0) 00.0000000000% of such amount, in the following order of priority: A. pro rata, to the Class I-A-44 and Class I-A-45 Certificates, until their respective Class Certificate Balances have each been reduced to zero; B. to the Class I-A-46 Certificates, until their Class Certificate Balance has been reduced to zero; and C. to the Class I-A-47 Certificates, until their Class Certificate Balance has been reduced to zero; (0) 00.0000000000% of such amount, in the following order of priority: A. pro rata, to the Class I-A-16, Class I-A-24, Class I-A-25, Class I-A-26, Class I-A-27, Class I-A-28, Class I-A-29, Class I-A-30, Class I-A-31, Class I-A-32 and Class I-A-33 Certificates, until their respective Class Certificate Balances have each been reduced to zero; B. pro rata, to the Class I-A-17 and Class I-A-37 Certificates, until their respective Class Certificate Balances have each been reduced to zero; C. to the Class I-A-18 Certificates, until their Class Certificate Balance has been reduced to zero; and D. pro rata, to the Class I-A-19, Class I-A-38, Class I-A-39 and Class I-A-40 Certificates, until their respective Class Certificate Balances have each been reduced to zero; and (B) 50.7095961300% of the remaining Senior Optimal Principal Amount for Pool I for such distribution date, in the following order of priority: (1) pro rata, to the Class I-A-5, Class I-A-9, Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-21, Class I-A-22 and Class I-A-23 Certificates, until their respective Class Certificate Balances have each been reduced to zero; (2) pro rata, to the Class I-A-6 and Class I-A-10 Certificates, until their respective Class Certificate Balances have each been reduced to zero; and (3) pro rata, to the Class I-A-7, Class I-A-11, Class I-A-41 and Class I-A-42 Certificates, until their respective Class Certificate Balances have each been reduced to zero; (iv) to the Class I-A-1, Class I-A-3, Class I-A-8, Class I-A-35 and Class I-A-36 Certificates, the remaining Senior Optimal Principal Amount for Pool I without regard to any Planned Balance for such Distribution Date as set forth in the Principal Balance Schedules, as set forth in Section 4.2(b)(ii)(A) and (B) above; and (v) pro rata, to the Class I-A-4 and Class I-A-12 Certificates, the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero. (c) Amounts allocated to the senior certificates corresponding to Pool II pursuant to priority Section 4.2(a)(iii)above will be distributed in the following order of priority: (i) pro rata, to the Class II-A-R Certificates, RU and Class II-A-RL Certificates until the Class Certificate Balance thereof Balances of each such Class has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the their Class Certificate Balance thereof has been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R RU and Class II-A-RL Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (c) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the respective Class Certificate Balances of the Class II-A-RU and Class II-A-RL Certificates. (e) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (f) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (x) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (g) In the event that in any calendar month the Master Servicer recovers an amount (an “Unanticipated Recovery”) in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month the Trustee shall withdraw from the Distribution Account and distribute to the Holders of each outstanding Class to which such Realized Loss had previously been allocated its share (determined as described in the succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute to the Holders of all outstanding Classes of the related Certificates to which Realized Losses had previously been allocated and not reimbursed their pro rata share (determined as described below) of such excess in an amount not to exceed the aggregate amount of any Realized Loss previously allocated to such Class with respect to any other Mortgage Loan that has not been recovered in accordance with this subsection (g). Any distributions made pursuant to this subsection (g) shall not reduce the Class Certificate Balance of the related Certificate. Any distributions made pursuant to this subsection (g) shall not be deemed to be a distribution of principal in reduction of the Class Certificate Balance of the related Certificate. For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (h) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Sections 4.2(b) and (c), until the total Class Certificate Balance of such Senior Certificates equals the Pool Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the other Mortgage Pool remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of the other Certificate Group. In addition, the amount of any unpaid Net Interest Shortfalls with respect to an Undercollateralized Group (including any Net Interest Shortfalls for the related Distribution Date) will be distributed to the Senior Certificates of the Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Group unless (a) the weighted average of the Subordinated Percentages for both Mortgage Pools, weighted on the basis of the stated principal balance of the Mortgage Loans in the related Mortgage Pool, is at least two times the weighted average of the initial Subordinate Percentage for both Mortgage Pools (calculated on such basis) and (b) the aggregate Stated Principal Balance of all of the Mortgage Loans in both Mortgage Pools delinquent 60 days or more (including for this Section 4.2purpose any such Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%. All distributions described above will be made in accordance with the priorities set forth in Sections 4.2(b) and (c).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw be required to make the disbursements and transfers from Available Funds for each and from payments made by the Certificate Group from Insurer under the applicable subaccount of Policy then on deposit in the Distribution Account (but, with regards to payments made under the Policy, only for distributions made under Sections (A)(2) and apply such funds to distributions on the Certificates of the related Certificate Group (B)(1) herein) in the following amounts and order and priority and, in each case, to the extent of Available Funds remainingpriority: (iA) From the Interest Remittance Amount for such Distribution Date, distributions in respect of interest as follows: 1. to the Classes of Senior Certificates of Certificate Insurer, the related amount owing to the Certificate GroupInsurer under the Insurance Agreement for the Premium; 2. to the Class A Certificates, the Accrued Certificate Interest on each Distribution Amount and any Unpaid Interest Amount for such Class for and such Distribution Date; (ii) 3. to the Classes of Senior Certificates of Certificate Insurer, the related amount owing to the Certificate Group, Insurer under the Insurance Agreement for reimbursement for prior claims paid under the Policy and any Accrued other amounts owing to the Certificate Insurer under the Insurance Agreement; and 4. any Interest thereon Remittance Amount remaining undistributed from previous Distribution Dates, pursuant to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: clauses (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and through (3) such Class' Allocable Share for such Distribution Date; (v) to above will be used in determining the Class B-2 Certificatesamount of Total Monthly Excess Spread, to the extent of remaining Available Funds for the Mortgage Poolsif any, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (bB) Amounts allocated From the Principal Distribution Amount for such Distribution Date, distributions in respect of principal shall be made in the following amounts and order of priority: 1. to the Group II Senior Certificates Class A Certificates, until its Class Certificate Balance has been reduced to zero; and 2. to the Certificate Insurer, the amount owing to the Certificate Insurer under the Insurance Agreement for reimbursement for prior claims paid under the Policy and any other amounts owing to the Certificate Insurer under the Insurance Agreement, to the extent not paid pursuant to Section 4.2(a)(iiiclause (A)(1) above. (C) Any Available Funds (other than that portion of the Available Funds representing Prepayment Charges) remaining after the distributions in clauses (A) and (B) above will shall be distributed in the following order of priority: (i) 1. to the Class II-A-R A Certificates, in reduction of the Class Certificate Balance thereof, until its Class Certificate Balance has been reduced to zero; 2. to the Excess Reserve Fund Account, the amount of any Net WAC Carry Forward Amounts for such Distribution Date to be distributed to the Class A Certificates; 3. to the Swap Provider, any Swap Termination Payment resulting from a Swap Provider Trigger Event; 4. to the Holders of the Class C Certificates, (a) the Class C Distributable Amount and (b) on any Distribution Date on which the Class Certificate Balance of the Class A Certificates has been reduced to zero, any remaining amounts in reduction of the Class Certificate Balance of the Class C Certificates, until the Class Certificate Balance thereof has been reduced to zero; 5. if such Distribution Date follows the Prepayment Period during which occurs the latest date on which a Prepayment Charge may be required to be paid in respect of any Mortgage Loans, to the Holders of the Class P Certificates, in reduction of the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof is reduced to zero; and (ii) 6. to the Class II-A-1 Certificates, until Holders of the Class Certificate Balance thereof has been reduced to zero. R Certificates (c) in respect of the Class R-I Interest), the remaining amount. On each Distribution Date, the Supplemental Interest Trust Trustee shall distribute make the distributions required under Section 4.05(I)(c). It is the intention of all of the parties hereto that the Class C Certificates receive all principal and interest received by the Trust on the Mortgage Loans that is not otherwise distributable to the Holders of Class A Certificates or the Certificate Insurer and that the Class II-A-R Certificates are to receive no principal and interest. If the Trustee determines that the Class R Certificates are entitled to any Available Funds remaining distributions, the Trustee, prior to any such distribution to the Class R Certificates, shall notify the Depositor of such impending distribution but shall make such distribution in accordance with the terms of this Agreement until this Agreement is amended as specified in the related REMIC for following sentence. Upon such Distribution Date after application notification, the Depositor will request an amendment to the Pooling and Servicing Agreement to revise such mistake in the distribution provisions. The Class R Certificateholders, by acceptance of all amounts described their Certificates, and the Servicer, hereby agrees to any such amendment and no further consent shall be necessary, notwithstanding anything to the contrary in clauses (a) and (b) Section 10.01 of this Pooling and Servicing Agreement; provided, however, that such amendment shall otherwise comply with Section 4.210.01 hereof.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates and Group III Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) concurrently, to the Class II-A-R RU and Class II-A-RL Certificates, pro rata, until the their respective Class Certificate Balance thereof has Balances have each been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R RU and Class II-A-RL Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (c) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the respective Class Certificate Balances of the Class II-A-RU and Class II-A-RL Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (e) If (i) on any Distribution Date the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class' remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates in order of priority, such that no such distribution shall be made to any Class of Subordinated Certificates while a Class of Subordinated Certificates having a distribution priority higher than such Class is outstanding; and (ii) notwithstanding the priorities and allocations contained in Section 4.2(a) and (b), with respect to any Certificate Group, the Two Times Test is not satisfied, each Class of Subordinated Certificates will be entitled to receive, in respect of clauses (2), (3) and (5) of the definition of Subordinated Optimal Principal Amount for each mortgage pool, an amount equal to the product of (x) their Allocable Share and (y) the percentages set forth in the following table: Distribution Date occurring in Percentage ------------------------------ ---------- May 2004 through April 2009 0% May 2009 through April 2010 30% May 2010 through April 2011 40% May 2011 through April 2012 60% May 2012 through April 2013 80% May 2013 and thereafter 100% (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw from the Distribution Account and sequentially increase the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated, in the order of payment priority described in this Agreement, by the amount of Unscheduled Recoveries in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (g) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Section 4.2(b), as applicable, until the total Class Certificate Balance of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an "Undercollateralization Distribution"). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pool not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of such other Certificate Group. In addition, the amount of any unpaid Net Interest Shortfalls with respect to any Undercollateralized Group on any Distribution Date (including any Net Interest Shortfalls for the related Distribution Date) will be distributed to the Senior Certificates of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(g), no distribution of principal will be made to any Class of Subordinated Certificates until each Undercollateralized Group is no longer undercollateralized. If more than one Undercollateralized Group on any Distribution Date is entitled to an Undercollateralization Distribution, such Undercollateralization Distribution shall be allocated among the Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance of the related Senior Certificates is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Undercollateralized Groups. If more than one Certificate Group on any Distribution Date is required to make an Undercollateralization Distribution to an Undercollateralized Group, the payment of such Undercollateralization Distributions shall be allocated among such Certificate Groups, pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Groups pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates, unless (a) the weighted average of the Subordinated Percentages for the Mortgage Pools, weighted on the basis of the Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool, is at least two times the weighted average of the initial Subordinate Percentage for the Mortgage Pools (calculated on such basis) and (b) the aggregate Stated Principal Balance of all of the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this Section 4.2purpose any such Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%. Except as provided otherwise in this -67-