Common use of REMIC II Distributions Clause in Contracts

REMIC II Distributions. In accordance with Section 3.01(b)(iii) of the Standard Terms, on each Distribution Date, after all REMIC Interest allocations have been made as described in Section 3.01(a) above and Section 3.02 below, the Trustee shall withdraw all amounts allocated to the various REMIC II Regular Interests and deposited into the REMIC II Distribution Account and shall allocate and, subject to Section 3.01(d), distribute such amounts in the following manner and order of priority to the Certificate Account (except that amounts payable to the Class R2 Residual Interest will be distributed to the Holders of the Residual Certificates (and allocated to the Class R2 Interest) or to the Holders of the Class R2 Certificate, as applicable: (i) Unless a Credit Support Depletion Date shall have occurred, the Available Distribution Amount for the Pool 1 Mortgage Loans, which consists of all of the distributions on the REMIC I Interests with respect to the Pool 1 Mortgage Loans, will be distributed, subject to the exceptions listed in Section 3.01(d)-(f): (1) First, pro rata to the Class AII-1, Class AII-2, Class AII-3 and Class R2 Interests Accrued Certificate Interest thereon; (2) Second, as principal, to holders of the Class R2 Interest in REMIC II, the Senior Principal Distribution Amount for the Pool 1 Mortgage Loans, until the Certificate Balance thereof has been reduced to zero; and (3) Third, as principal, to Class AII-1, Class AII-2, Class AII-3 Interests, the remaining Senior Principal Distribution Amount for the Pool 1 Mortgage Loans, in each case until the Certificate Balance of each such class shall have been reduced to zero. (ii) Unless a Credit Support Depletion Date shall have occurred, the remaining Available Distribution Amount for the Pool 2 Mortgage Loans which consists of all of the distributions on the REMIC I Interests with respect to the Pool 2 Mortgage Loans will be distributed, subject to the exceptions listed in Section 3.01(d)-(f): (1) First, to the Class AII-4 Interest, Accrued Certificate Interest thereon; and (2) Second, to the Class AII-4 Interests, as principal, the Senior Principal Distribution Amount for the Pool 2 Mortgage Loans, in each case until the Certificate Balance of each such class shall have been reduced to zero. (iii) Subject to the exceptions listed in Section 3.01(b)(iii), unless a Credit Support Depletion Date shall have occurred, the portion of the Available Distribution Amount for Pool 1 and Pool 2, remaining after making the distributions specified in Section 3.01(b)(i) and Section 3.01(b)(ii), will be distributed in the following order of priority: (1) First, to the Class BII-1 Interests, Accrued Certificate Interest thereon minus the portion of interest on the Class BII-1 Interests corresponding to the Class B1 Interest Rate Strip; (2) Second, as principal, to the Class BII-1 Interests, their pro rata share of the Subordinate Principal Distribution Amount; (3) Third, to the Class BII-2 Interests, Accrued Certificate Interest thereon minus the portion of interest on the Class BII-2 Interests corresponding to the Class B2 Interest Rate Strip; (4) Fourth, as principal, to the Class BII-2 Interests, their pro rata share of the Subordinate Principal Distribution Amount; (5) Fifth, to the Class BII-3 Interests, Accrued Certificate Interest thereon; (6) Sixth, as principal, to the Class BII-3 Interests, their pro rata share of the Subordinate Principal Distribution Amount; (7) Seventh, to the Class BII-4, Class BII-5, Class BII-6 Interests, interest and principal in the same manner as for the Class BII-1, Class BII-2 and Class BII-3 Interests, first to the Class BII-4 Interests, then to the Class BII-5 Interests and finally to the Class BII-6 Interests; (8) Eighth, to each Class of Interests in order of seniority, up to the amount of unreimbursed Realized Losses previously allocated to such Class, if any; provided, however, that any amounts distributed pursuant to this Section 3.01(b)(ii)(8) will not cause a further reduction in the Class principal balances of any of the Interests; and (9) Ninth, at such time as all other Classes have been paid in full and all losses previously allocated have been paid in full pro rata to the Holders of the Class R Interest (and allocated to the Class R2 Interests) or to the Holders of the Class R2 Certificate, as applicable. (iv) Notwithstanding paragraph (iii) above, on any Distribution Date on which the Subordination Level for any Class of Subordinate Certificates is less than the Subordination Level as of the Closing Date, distributions among the Subordinate Certificates shall be allocated to increase such Subordination Level. The Trustee shall identify the most senior class of Subordinate Certificates for which the Subordination Level is less than the Subordination Level as of the Closing Date, and the portion of the Subordinate Principal Distribution Amount otherwise allocable to the Classes of Subordinate Certificates junior to such Class will instead be allocated among the more senior Classes of Subordinate Certificates, pro rata in proportion to the Certificate Balances of those Classes. (v) If a Credit Support Depletion Date shall occur, on such Distribution Date and thereafter, distributions of principal on the Class AII-1, Class AII-2, and Class AII-3 Interests, in the case of Pool 1, and distributions of principal on the Class AII-4 Interests, in the case of Pool 2, will be made to such Classes pro rata from the applicable Available Distribution Amount based on their Certificate Balances rather than sequentially under Section 3.01(b)(i)(3).

REMIC II Distributions. In accordance with Section 3.01(b)(iii3.01(d) of the Standard Terms, on each Distribution Date, after all REMIC Interest allocations have been made as described in Section Sections 3.01(a) above and Section 3.02 3.02 (a) below, the Trustee Securities Administrator shall withdraw all amounts allocated to the various REMIC II I Regular Interests and deposited into in the REMIC II Distribution Account Certificate Account, and shall allocate and, subject to Section 3.01(d3.01(c), distribute such amounts in the following manner and order of priority to the Certificate Account (except that amounts payable to the Class R2 Residual Interest will be distributed to the Holders of the Residual Certificates (and allocated to the Class R2 Interest) or to the Holders of the Class R2 Certificate, as applicablepriority: (i) Unless a Credit Support Depletion The amount distributed on such Distribution Date shall have occurred, the Available Distribution Amount for the Pool 1 Mortgage Loans, which consists of all of the distributions on the REMIC I Interests with respect to the Pool 1 Mortgage Loans, Class AI-1 Interests pursuant to Section 3.01(a) (i) will be distributed, subject to the exceptions listed in Section 3.01(d)-(f):distributed as follows: (1) Firstfirst, pro rata to the Class AII-1, Class AII-2, Class AII-3 A1 and Class R2 Interests Accrued Certificate Interest thereon; (2) Second, as principal, to holders of the Class R2 Interest in REMIC II, the Senior Principal Distribution Amount for the Pool 1 Mortgage Loans, until the Certificate Balance thereof has been reduced to zero; and (3) Third, as principal, to Class AII-1, Class AII-2, Class AII-3 Interests, the remaining Senior Principal Distribution Amount for the Pool 1 Mortgage Loans, in each case until the Certificate Balance of each such class shall have been reduced to zero. (ii) Unless a Credit Support Depletion Date shall have occurred, the remaining Available Distribution Amount for the Pool 2 Mortgage Loans which consists of all of the distributions on the REMIC I Interests with respect to the Pool 2 Mortgage Loans will be distributed, subject to the exceptions listed in Section 3.01(d)-(f): (1) First, to the Class AII-4 InterestX1 Certificates, Accrued Certificate Interest thereon; and (2) Secondsecond, to the Class AII-4 InterestsA1 Certificates, as principal, the Senior Principal amount distributed on such Distribution Amount for Date to the Pool 2 Mortgage LoansClass AI-1 Interests pursuant to Section 3.01(a)(i)(2). (ii) The amount distributed on such Distribution Date to the Class AI-2 Interests pursuant to Section 3.01(a) (ii) will be distributed as follows: (1) first, in each case pro rata to the Class A2, Class X2 and Class R2 Certificates, Accrued Certificate Interest thereon; (2) second, to the Class R2 Certificates, as principal until the Certificate Balance of each such class shall have been thereof is reduced to zero, the amount distributed on such Distribution Date to the Class AI-2 Interests pursuant to Section 3.01(a)(ii)(3); and (3) third, to the Class A2 Certificates, as principal, any remainder from the amount distributed on such Distribution Date to the Class AI-2 Interests pursuant to Section 3.01(a)(ii)(3). (iii) The amount distributed on such Distribution Date to the Class AI-3 Interests pursuant to Section 3.01(a) (iii) will be distributed as follows: (1) first, pro rata, to the Class A3 Certificates and the Class X3 Certificates, Accrued Certificate Interest thereon; and (2) second, to the Class A3 Certificates, as principal, the amount distributed on such Distribution Date to the Class AI-3 Interests pursuant to Section 3.01(a)(iii)(2). (iv) Subject to the exceptions listed in Section 3.01(b)(iii)described below, unless a Credit Support Depletion Date shall the respective Certificate Balances of each class of Subordinate Certificates have occurredbeen previously reduced to zero, the portion of amount distributed on such Distribution Date to the Available Distribution Amount for Pool 1 and Pool 2, remaining after making the distributions specified in Class BI Interests pursuant to Section 3.01(b)(i3.01(a)(iv) and Section 3.01(b)(ii), will be distributed in the following order of priority: (1) First, to the Class BII-1 InterestsB1 Certificates, Accrued Certificate Interest thereon minus the portion of interest on the Class BII-1 Interests corresponding to the Class B1 Interest Rate Stripthereon; (2) Secondto the Class B1 Certificates, as principal, to the Class BII-1 Interests, their pro rata share (based on Certificate Balance) of the Subordinate Principal amount distributed on such Distribution AmountDate to the Class BI Interests pursuant to Section 3.01(a)(iv)(2); (3) Third, to the Class BII-2 InterestsB2 Certificates, Accrued Certificate Interest thereon minus the portion of interest on the Class BII-2 Interests corresponding to the Class B2 Interest Rate Stripthereon; (4) Fourthto the Class B2 Certificates, as principal, to the Class BII-2 Interests, their pro rata share (based on Certificate Balance) of the Subordinate Principal amount distributed on such Distribution AmountDate to the Class BI Interests pursuant to Section 3.01(a)(iv)(2); (5) Fifth, to the Class BII-3 InterestsB3 Certificates, Accrued Certificate Interest thereon; (6) Sixthto the Class B3 Certificates, as principal, to the Class BII-3 Interests, their pro rata share (based on Certificate Balance) of the Subordinate Principal amount distributed on such Distribution AmountDate to the Class BI Interests pursuant to Section 3.01(a)(iv)(2); (7) Seventh, to the Class BII-4B4 Certificates, Class BII-5, Class BII-6 Interests, interest and principal in the same manner as for the Class BII-1, Class BII-2 and Class BII-3 Interests, first to the Class BII-4 Interests, then to the Class BII-5 Interests and finally to the Class BII-6 InterestsAccrued Certificate Interest thereon; (8) Eighthto the Class B4 Certificates, as principal, their pro rata share (based on Certificate Balance) of the amount distributed on such Distribution Date to the Class BI Interests pursuant to Section 3.01(a)(iv)(2); (9) to the Class B5 Certificates, Accrued Certificate Interest thereon; (10) to the Class B5 Certificates, as principal, their pro rata share (based on Certificate Balance) of the amount distributed on such Distribution Date to the Class BI Interests pursuant to Section 3.01(a)(iv)(2); (11) to the Class B6 Certificates, Accrued Certificate Interest thereon; (12) to the Class B6 Certificates, as principal, their pro rata share (based on Certificate Balance) of the amount distributed on such Distribution Date to the Class BI Interests pursuant to Section 3.01(a)(iv)(2); (13) to each Class of Interests Certificates, in order of seniority, up to the amount respect of unreimbursed Realized Losses previously allocated to such ClassClass on such Distribution Date and prior Distribution Dates, if anyan amount equal to the amount distributed on such Distribution Date to the Corresponding Class of REMIC I Interests pursuant to Section 3.01(a)(iv)(3); provided, however, that any such amount allocated to the Class BI Interests on such Distribution Date shall be allocated to the Class B Certificates in sequential order of seniority; provided, further, that any amounts distributed pursuant to this Section 3.01(b)(ii)(8paragraph (d)(viii) will shall not cause a further reduction in the Class principal balances Certificate Balance of any Class of the InterestsCertificates; and (914) Ninth, at such time as all other Classes of Certificates have been paid in full and all losses Realized Losses previously allocated to any Class of Certificates with a Certificate Balance greater than zero on such Distribution Date have been paid reimbursed in full pro rata to the Holders of the Class R Interest (and allocated to the Class R2 Interests) or full, to the Holders of the Class R2 Certificate, as applicableCertificates. (iv) Notwithstanding paragraph (iii) above, on any Distribution Date on which the Subordination Level for any Class of Subordinate Certificates is less than the Subordination Level as of the Closing Date, distributions among the Subordinate Certificates shall be allocated to increase such Subordination Level. The Trustee shall identify the most senior class of Subordinate Certificates for which the Subordination Level is less than the Subordination Level as of the Closing Date, and the portion of the Subordinate Principal Distribution Amount otherwise allocable to the Classes of Subordinate Certificates junior to such Class will instead be allocated among the more senior Classes of Subordinate Certificates, pro rata in proportion to the Certificate Balances of those Classes. (v) If a Credit Support Depletion Date shall occur, on such Distribution Date and thereafter, distributions of principal on the Class AII-1, Class AII-2, and Class AII-3 Interests, in the case of Pool 1, and distributions of principal on the Class AII-4 Interests, in the case of Pool 2, will be made to such Classes pro rata from the applicable Available Distribution Amount based on their Certificate Balances rather than sequentially under Section 3.01(b)(i)(3).

REMIC II Distributions. In accordance with Section 3.01(b)(iii) of the Standard Terms, on each Distribution Date, after all REMIC Interest allocations have been made as described in Section 3.01(a) above and Section 3.02 below, the Trustee shall withdraw all amounts allocated to the various REMIC II Regular Interests and deposited into the REMIC II Distribution Account and shall allocate and, subject to Section 3.01(d), distribute such amounts in the following manner and order of priority to the Certificate Account (except that amounts payable to the Class R2 Residual Interest Certificates will be distributed to the Holders of the Residual Certificates (and allocated to the Class R2 Interest) or to the Holders of the Class R2 Certificate, as applicable:Holder thereof): (i) Unless a Credit Support Depletion Date shall have occurred, the Available Distribution Amount for the Pool 1 Mortgage Loans, which consists of all of the distributions on the REMIC I Interests with respect to the Pool 1 Mortgage Loans, will be distributed, subject to the exceptions listed in Section 3.01(d)-(f): (1) First, pro rata to the Class AII-1AII-1 Certificates, Class AII-2, Class AII-3 and Class R2 Interests Accrued Certificate Interest thereon;; and (2) Second, as principal, to holders of the Class R2 Interest in REMIC IIAII-1 Certificates, the Senior Principal Distribution Amount for the Pool 1 Mortgage Loans, until the Certificate Balance thereof has been reduced to zero; and (3) Third, as principal, to Class AII-1, Class AII-2, Class AII-3 Interests, the remaining Senior Principal Distribution Amount for the Pool 1 Mortgage Loans, in each case until the Certificate Balance of each such class shall have been reduced to zero. (ii) Unless a Credit Support Depletion Date shall have occurred, the remaining Available Distribution Amount for the Pool 2 Mortgage Loans which consists of all of the distributions on the REMIC I Interests with respect to the Pool 2 Mortgage Loans will be distributed, subject to the exceptions listed in Section 3.01(d)-(f):) : (1) First, pro rata to the Class AII-2, Class AII-3 and Class AII-4 InterestInterests, Accrued Certificate Interest thereon; and; (2) Second, as principal, to the Class R-2 Certificates until such Certificate Balances have been reduced to zero (but pro rata with respect to the principal to be paid on the Class R-1 and Class R-3 Certificates); and (3) Third, sequentially to the Class AII-2, Class AII-3 and Class AII-4 Interests, as principal, the Senior Principal Distribution Amount for the Pool 2 Mortgage Loans, in each case until the Certificate Balance of each such class shall have been reduced to zero. (iii) Subject to the exceptions listed in Section 3.01(b)(iii), unless a Credit Support Depletion Date shall have occurred, the portion of the Available Distribution Amount for Pool 1 and Pool 2, remaining after making the distributions specified in Section 3.01(b)(i) and Section section 3.01(b)(ii), will be distributed in the following order of priority: (1) First, to the Class BII-1 Interests, Accrued Certificate Interest thereon minus the portion of interest on the Class BII-1 Interests corresponding to the Class B1 Interest Rate Strip; (2) Second, as principal, to the Class BII-1 Interests, their pro rata share of the Subordinate Principal Distribution Amount; (3) Third, to the Class BII-2 Interests, Accrued Certificate Interest thereon minus the portion of interest on the Class BII-2 Interests corresponding to the Class B2 Interest Rate Strip; (4) Fourth, as principal, to the Class BII-2 Interests, their pro rata share of the Subordinate Principal Distribution Amount; (5) Fifth, to the Class BII-3 Interests, Accrued Certificate Interest thereon; (6) Sixth, as principal, to the Class BII-3 Interests, their pro rata share of the Subordinate Principal Distribution Amount; (7) Seventh, to the Class BII-4, Class BII-5, Class BII-6 Interests, interest and principal in the same manner as for the Class BII-1, Class BII-2 and Class BII-3 Interests, first to the Class BII-4 Interests, then to the Class BII-5 Interests and finally to the Class BII-6 Interests; (8) Eighth, to each Class of Interests in order of seniority, up to the amount of unreimbursed Realized Losses previously allocated to such Class, if any; provided, however, that any amounts distributed pursuant to this Section 3.01(b)(ii)(8) will not cause a further reduction in the Class principal balances of any of the Interests; and (9) Ninth, at such time as all other Classes classes have been paid in full and all losses previously allocated have been paid in full pro rata to the Holders of the Class R Interest (and allocated full, to the Class R2 Interests) or to the Holders of the Class R2 Certificate, as applicableCertificates. (iv) Notwithstanding paragraph (iii) above, on any Distribution Date on which the Subordination Level for any Class of Subordinate Certificates is less than the Subordination Level as of the Closing Date, distributions among the Subordinate Certificates shall be allocated to increase such Subordination Level. The Trustee shall identify the most senior class of Subordinate Certificates for which the Subordination Level is less than the Subordination Level as of the Closing Date, and the portion of the Subordinate Principal Distribution Amount otherwise allocable to the Classes of Subordinate Certificates junior to such Class will instead be allocated among the more senior Classes of Subordinate Certificates, pro rata in proportion to the Certificate Balances of those Classes. (v) If a Credit Support Depletion Date shall occur, on such Distribution Date and thereafter, distributions of principal on the Class AII-1, Class AII-2, and Class AII-3 Interests, AII-1 Interests in the case of Pool 1, and distributions of principal on the Class AII-2, Class AII-3 and Class AII-4 Interests, in the case of Pool 2, will be made to such Classes pro rata from the applicable Available Distribution Amount based on their Certificate Balances rather than sequentially under Section 3.01(b)(i)(3).

REMIC II Distributions. In accordance with Section 3.01(b)(iii3.01(d) of the Standard Terms, on each Distribution Date, after all REMIC Interest allocations have been made as described in Section Sections 3.01(a) above and Section 3.02 3.02 (a) below, the Trustee shall withdraw all amounts allocated to the various REMIC II I Regular Interests and deposited into in the REMIC II Distribution Account Certificate Account, and shall allocate and, subject to Section 3.01(d3.01(c), distribute such amounts in the following manner and order of priority to the Certificate Account (except that amounts payable to the Class R2 Residual Interest will be distributed to the Holders of the Residual Certificates (and allocated to the Class R2 Interest) or to the Holders of the Class R2 Certificate, as applicablepriority: (i) Unless a Credit Support Depletion The amount distributed on such Distribution Date shall have occurred, the Available Distribution Amount for the Pool 1 Mortgage Loans, which consists of all of the distributions on the REMIC I Interests with respect to the Pool 1 Mortgage Loans, will Class 1A Senior Interests pursuant to Section 3.01(a)(i) shall be distributed, subject to the exceptions listed in Section 3.01(d)-(f):distributed as follows: (1) First, pro rata to the Class AII-1, Class AII-2, Class AII-3 and Class R2 Interests Accrued Certificate Interest thereon; (2) Second, as principal, to holders of the Class R2 Interest in REMIC II, the Senior Principal Distribution Amount for the Pool 1 Mortgage Loans, until the Certificate Balance thereof has been reduced to zero; and (3) Third, as principal, to Class AII-1, Class AII-2, Class AII-3 Interests, the remaining Senior Principal Distribution Amount for the Pool 1 Mortgage Loans, in each case until the Certificate Balance of each such class shall have been reduced to zero. (ii) Unless a Credit Support Depletion Date shall have occurred, the remaining Available Distribution Amount for the Pool 2 Mortgage Loans which consists of all of the distributions on the REMIC I Interests with respect to the Pool 2 Mortgage Loans will be distributed, subject to the exceptions listed in Section 3.01(d)-(f): (1) Firstfirst, to the Class AII-4 Interest1A Certificates pro rata, based on the amount of interest owing to each such Class, Accrued Certificate Interest thereon; and (2) Secondsecond, concurrently, to the Class AII-4 Interests1A Senior Certificates (other than the Interest Only Certificates), as principal, the amount distributed on such Distribution Date to the Corresponding Class of REMIC I Interests pursuant to Section 3.01(a)(i)(2). (ii) The amount distributed on such Distribution Date to the Class 2A Senior Principal Interests pursuant to Section 3.01(a)(ii) will be distributed as follows: (1) first, to the Class 2A1 and Class 2A2 Certificates, as interest, the amount distributed to the Corresponding Class of REMIC I interests on such Distribution Amount for Date pursuant to subsection 3.01(a)(i)(1); and (2) second, to the Pool 2 Mortgage LoansClass 2A1 and Class 2A2 Certificates, in each case until as principal, pro rata, based on Certificate Balance, the Certificate Balance amount distributed on such Distribution Date to the Corresponding Class of each such class shall have been reduced REMIC I Interests pursuant to zeroSection 3.01(a)(ii)(3). (iii) The amount distributed on such Distribution Date to the Class 3A1-I Interests pursuant to Section 3.01(a)(iii) will be distributed as follows: (1) first, to the Class 3A1 Certificates and Class R2 Certificates pro rata, based on the amount of interest owing to such Classes, Accrued Certificate Interest thereon; (2) second, to the Class R2 Certificates, as principal, until the Certificate Balance thereof is reduced to zero, the amount distributed on such Distribution Date to the Class 3A1-I Interests pursuant to Section 3.01(a)(iii)(3); and (3) third, to the Class 3A1 Certificates, as principal, the remainder of the amount distributed on such Distribution Date to the Class 3A1-I Interests pursuant to Section 3.01(a)(iii)(3). (iv) Subject to the exceptions listed in Section 3.01(b)(iii)described below, unless a Credit Support Depletion Date shall the respective Certificate Balance of each Class of Subordinate Certificates have occurredbeen previously reduced to zero, the portion of amount distributed on such Distribution Date to the Available Distribution Amount for Pool 1 and Pool 2, remaining after making the distributions specified in Class BI Interests pursuant to Section 3.01(b)(i3.01(a)(iv) and Section 3.01(b)(ii), will be distributed in the following order of priority: (1) First, to the Class BII-1 InterestsB1 Certificates, Accrued Certificate Interest thereon minus the portion of interest on the Class BII-1 Interests corresponding to the Class B1 Interest Rate Stripthereon; (2) Secondto the Class B1 Certificates, as principal, to the Class BII-1 Interests, their pro rata share (based on Certificate Balance) of the Subordinate Principal amount distributed on such Distribution AmountDate to the Class BI Interest pursuant to Section 3.01(a)(iv)(2); (3) Third, to the Class BII-2 InterestsB2 Certificates, Accrued Certificate Interest thereon minus the portion of interest on the Class BII-2 Interests corresponding to the Class B2 Interest Rate Stripthereon; (4) Fourthto the Class B2 Certificates, as principal, to the Class BII-2 Interests, their pro rata share (based on Certificate Balance) of the Subordinate Principal amount distributed on such Distribution AmountDate to the Class BI Interest pursuant to Section 3.01(a)(iv)(2); (5) Fifth, to the Class BII-3 InterestsB3 Certificates, Accrued Certificate Interest thereon; (6) Sixthto the Class B3 Certificates, as principal, to the Class BII-3 Interests, their pro rata share (based on Certificate Balance) of the Subordinate Principal amount distributed on such Distribution AmountDate to the Class BI Interest pursuant to Section 3.01(a)(iv)(2); (7) Seventh, to the Class BII-4B4 Certificates, Class BII-5, Class BII-6 Interests, interest and principal in the same manner as for the Class BII-1, Class BII-2 and Class BII-3 Interests, first to the Class BII-4 Interests, then to the Class BII-5 Interests and finally to the Class BII-6 InterestsAccrued Certificate Interest thereon; (8) Eighthto the Class B4 Certificates, as principal, their pro rata share (based on Certificate Balance) of the amount distributed on such Distribution Date to the Class BI Interest pursuant to Section 3.01(a)(iv)(2); (9) to the Class B5 Certificates, Accrued Certificate Interest thereon; (10) to the Class B5 Certificates, as principal, their pro rata share (based on Certificate Balance) of the amount distributed on such Distribution Date to the Class BI Interest pursuant to Section 3.01(a)(iv)(2); (11) to the Class B6 Certificates, Accrued Certificate Interest thereon; (12) to the Class B6 Certificates, as principal, their pro rata share (based on Certificate Balance) of the amount distributed on such Distribution Date to the Class BI Interest pursuant to Section 3.01(a)(iv)(2); (13) to each Class of Interests Certificates with a Certificate Balance greater than zero, in order of seniority, up to the amount respect of unreimbursed Realized Losses previously allocated to such ClassClass on such Distribution Date and prior Distribution Dates, if anyan amount equal to the amount distributed on such Distribution Date to the Corresponding Class of REMIC I Interests pursuant to Section 3.01(a)(iv)(3); provided, however, that any such amount allocated to the Class BI Interest on such Distribution Date shall be allocated to the Class B Certificates in sequential order of priority; provided, further, that any amounts distributed pursuant to this Section 3.01(b)(ii)(83.01(b)(iv)(13) will shall not cause a further reduction in the Class principal balances Certificate Balance of any Class of the InterestsCertificates; and (914) Ninth, at such time as all other Classes of Certificates have been paid in full and all losses Realized Losses previously allocated to any Class of Certificates with a Certificate Balance greater than zero on such Distribution Date have been paid reimbursed in full pro rata full, to the Holders of the Class R Interest (and allocated to the Class R2 Interests) or to the Holders Certificates on account of the Class R2 Certificate, as applicableCertificates. (iv) Notwithstanding paragraph (iii) above, on any Distribution Date on which the Subordination Level for any Class of Subordinate Certificates is less than the Subordination Level as of the Closing Date, distributions among the Subordinate Certificates shall be allocated to increase such Subordination Level. The Trustee shall identify the most senior class of Subordinate Certificates for which the Subordination Level is less than the Subordination Level as of the Closing Date, and the portion of the Subordinate Principal Distribution Amount otherwise allocable to the Classes of Subordinate Certificates junior to such Class will instead be allocated among the more senior Classes of Subordinate Certificates, pro rata in proportion to the Certificate Balances of those Classes. (v) If a Credit Support Depletion Date shall occur, on such Distribution Date and thereafter, distributions of principal on the Class AII-1, Class AII-2, and Class AII-3 Interests, in the case of Pool 1, and distributions of principal on the Class AII-4 Interests, in the case of Pool 2, will be made to such Classes pro rata from the applicable Available Distribution Amount based on their Certificate Balances rather than sequentially under Section 3.01(b)(i)(3).

REMIC II Distributions. In accordance with Section 3.01(b)(iii) of the Standard Terms, on each Distribution Date, after all REMIC Interest allocations have been made as described in Section 3.01(a3.01(b) above and Section 3.02 3.02(a)(i) below, the Trustee shall withdraw all amounts allocated to the various REMIC II Regular Interests and deposited into the REMIC II Distribution Account and shall allocate and, subject to Section 3.01(d), distribute such amounts in the following manner and order of priority to the Certificate Account (Account, except that amounts payable to the Class R2 Residual Interest Certificates will be distributed to the Holders of the Residual Certificates (and allocated to the Class R2 Interest) or to the Holders of the Class R2 Certificate, as applicableHolder thereof: (i) Unless a Credit Support Depletion Date shall have occurred, the Available Distribution Amount for the Pool 1 Mortgage LoansREMIC II, which consists of the all of the distributions on the REMIC I Interests with respect to the Pool 1 Mortgage LoansInterests, will be distributed, subject to the exceptions listed in Section 3.01(d)-(f):3.01(c)-(e), unless the Group 1 Available Distribution Amount will be distributed: (1) First, pro rata to the Class AII-1, Class AII-2AII-2 Certificates, Class AII-3 and Class R2 Interests Accrued Certificate Interest thereon; and to the Class BII-1 and Class BII-2 Certificates, pro rata with the distributions to the Class AII-1 and Class AII-2 Interests, the portion of the interest on the Class BII-1 and Class BII-2 Interests corresponding the Class B1 Interest Rate Strip and the Class B2 Interest Rate Strip; (2) Second, as principal, sequentially to holders of the Class R2 Interest in REMIC II, the Senior Principal Distribution Amount for the Pool 1 Mortgage Loans, until the Certificate Balance thereof has been reduced to zero; and (3) ThirdAII-1 and Class AII-2 Certificates, as principal, to Class AII-1, Class AII-2, Class AII-3 Interests, the remaining Group 1 Senior Principal Distribution Amount for the Pool 1 Mortgage LoansAmount, in each case until the Certificate Balance of each such class shall have been reduced to zero. (ii) Unless unless a Credit Support Depletion Date shall have occurred, the remaining Available Distribution Amount for the Pool Group 2 Mortgage Loans which consists of all of the distributions on the REMIC I Interests with respect to the Pool 2 Mortgage Loans available distribution amount will be distributed, subject to the exceptions listed in Section 3.01(d)-(f):: (1) First, pro rata to the Class AII-4 InterestAII-3, Class AII-4, Class AII-5, and Class AII-6 Interests, Accrued Certificate Interest thereon; and; (2) Second, as principal to the Residual Certificates pro rata in proportion to their outstanding Certificate Balances until such Certificate Balances have been reduced to zero; and (3) Third, sequentially to the Class AII-4 AII-3, Class AII-4, Class AII-5, and Class AII-6 Interests, as principal, the Group 2 Senior Principal Distribution Amount for the Pool 2 Mortgage LoansAmount, in each case until the Certificate Balance of each such class shall have been reduced to zero. (iii) Subject to the exceptions listed in Section 3.01(b)(iii), unless a Credit Support Depletion Date shall have occurred, the portion of the Available Distribution Amount for the Pool 1 and Pool 2, 2 Mortgage Loans remaining after making the distributions specified in Section 3.01(b)(i) and Section 3.01(b)(ii), will be distributed in the following order of priority: (1) First, to the Class BII-1 Interests, Accrued Certificate Interest thereon (minus the portion of interest on the Class BII-1 Interests corresponding to the Class B1 Interest Rate Stripthereof distributed in clause (i)(3), above); (2) Second, as principal, to the Class BII-1 Interests, their pro rata share of the Subordinate Principal Distribution Amount; (3) Third, to the Class BII-2 Interests, Accrued Certificate Interest thereon (minus the portion of interest on the Class BII-2 Interests corresponding to the Class B2 Interest Rate Stripthereof distributed in clause (i)(3), above);; (4) Fourth, as principal, to the Class BII-2 Interests, their pro rata share of the Subordinate Principal Distribution Amount; (5) Fifth, to the Class BII-3 Interests, Accrued Certificate Interest thereon; (6) Sixth, as principal, to the Class BII-3 Interests, their pro rata share of the Subordinate Principal Distribution Amount; (7) Seventh, to the Class BII-4, Class BII-5, Class BII-6 Interests, interest and principal in the same manner as for the Class BII-1, Class BII-2 and Class BII-3 Interests, first to the Class BII-4 Interests, then to the Class BII-5 Interests and finally to the Class BII-6 Interests; (8) Eighth, to each Class of Interests in order of seniority, up to the amount of unreimbursed Realized Losses previously allocated to such Class, if any; provided, however, that any amounts distributed pursuant to this Section 3.01(b)(ii)(8) will not cause a further reduction in the Class principal balances of any of the Interests; and (9) Ninth, at such time as all other Classes classes have been paid in full and all losses previously allocated have been paid in full pro rata to the Holders of the Class R Interest (and allocated full, to the Class R2 Interests) or to the Holders of the Class R2 Certificate, as applicable. (iv) Notwithstanding paragraph (iiiii) above, on any Distribution Date on which the Subordination Level for any Class of Subordinate Certificates is less than the Subordination Level as of the Closing Date, distributions among the Subordinate Certificates shall be allocated to increase such Subordination Level. The Trustee shall identify the most senior class of Subordinate Certificates for which the Subordination Level is less than the Subordination Level as of the Closing Date, and the portion of the Subordinate Principal Distribution Amount otherwise allocable to the Classes of Subordinate Certificates junior to such Class will instead be allocated among the more senior Classes of Subordinate Certificates, pro rata in proportion to the Certificate Balances of those Classes. (v) If a Credit Support Depletion Date shall occur, on such Distribution Date and thereafter, distributions of principal on the Class AII-1, Class AII-2, AII-1 and Class AII-3 Interests, AII-2 Interests in the case of Pool 1, and distributions of principal on the Class AII-4 AII-3, Class AII-4, Class AII-5, and Class AII-6 Interests, in the case of Pool 2, 2 will be made to such Classes pro rata from the applicable Available Distribution Amount based on their Certificate Balances rather than sequentially under Section 3.01(b)(i)(33.01(b)(i)(3)(a).

REMIC II Distributions. In accordance with Section 3.01(b)(iii) of the Standard Terms, on each Distribution Date, after all REMIC Interest allocations have been made as described in Section 3.01(a3.01(b) above and Section 3.02 3.02(a)(i) below, the Trustee shall withdraw all amounts allocated to the various REMIC II Regular Interests and deposited into the REMIC II Distribution Account and shall allocate and, subject to Section 3.01(d), distribute such amounts in the following manner and order of priority to the Certificate Account (Account, except that amounts payable to the Class R2 Residual Interest Certificates will be distributed to the Holders of the Residual Certificates (and allocated to the Class R2 Interest) or to the Holders of the Class R2 Certificate, as applicableHolder thereof: (i) Unless a Credit Support Depletion Date shall have occurred, the Available Distribution Amount for the Pool 1 Mortgage LoansREMIC II, which consists of the all of the distributions on the REMIC I Interests with respect to the Pool 1 Mortgage LoansInterests, will be distributed, subject to the exceptions listed in Section 3.01(d)-(f):: (1) First, pro rata to the Class AII-1, Class AII-2, Class AII-3 AII-3, Class AII-4, Class AII-5 and Class R2 Interests Interests, Accrued Certificate Interest thereonInterest; (2) Second, as principal, principal to holders of the Class R2 Interest in REMIC II, the Senior Principal Distribution Amount for the Pool 1 Mortgage Loans, until the its Certificate Balance thereof has been reduced to zero; and (3) Third, (a) to the Class AII-1 Interests, as principal, to the Class AII-1, Class AII-2, Class AII-3 Interests, the remaining AII-1 Senior Principal Distribution Amount for the Pool 1 Mortgage Loans, in each case until the Certificate Balance of each such class shall have been reduced to zero. ; (iib) Unless a Credit Support Depletion Date shall have occurred, the remaining Available Distribution Amount for the Pool 2 Mortgage Loans which consists of all of the distributions on the REMIC I Interests with respect to the Pool 2 Mortgage Loans will be distributed, subject to the exceptions listed in Section 3.01(d)-(f): (1) First, sequentially to the Class AII-4 InterestAII-2, Accrued Certificate Interest thereon; and (2) Second, to the Class AII-3 and Class AII-4 Interests, as principal, the Senior Principal Distribution Amount for the Pool 2 Mortgage Loans, in each case until the Certificate Balance of each such class shall have Class of Interests has been reduced to zero, and (b) to the Class AII-5 Interests, as principal, the Class AII-5 Senior Principal Distribution Amount for the Pool 3 Mortgage Loans. (iiiii) Subject to the exceptions listed in Section 3.01(b)(iii), unless a Credit Support Depletion Date shall have occurred, the portion of the Available Distribution Amount for the Pool 1 1, Pool 2 and Pool 2, 3 Mortgage Loans remaining after making the distributions specified in Section 3.01(b)(i) and Section 3.01(b)(ii), will be distributed in the following order of priority: (1) First, to the Class BII-1 Interests, Accrued Certificate Interest thereon minus the portion of interest on the Class BII-1 Interests corresponding to the Class B1 Interest Rate Stripthereon; (2) Second, as principal, to the Class BII-1 Interests, their pro rata share of the Subordinate Principal Distribution Amount; (3) Third, to the Class BII-2 Interests, Accrued Certificate Interest thereon minus the portion of interest on the Class BII-2 Interests corresponding to the Class B2 Interest Rate Stripthereon; (4) Fourth, as principal, to the Class BII-2 Interests, their pro rata share of the Subordinate Principal Distribution Amount; (5) Fifth, to the Class BII-3 Interests, Accrued Certificate Interest thereon; (6) Sixth, as principal, to the Class BII-3 Interests, their pro rata share of the Subordinate Principal Distribution Amount;; and (7) Seventh, to the Class BII-4, Class BII-5, Class BII-6 Interests, interest and principal in the same manner as for the Class BII-1, Class BII-2 and Class BII-3 Interests, first to the Class BII-4 Interests, then to the Class BII-5 Interests and finally to the Class BII-6 Interests; (8) Eighth, to each Class of Interests in order of seniority, up to the amount of unreimbursed Realized Losses previously allocated to such Class, if any; provided, however, that any amounts distributed pursuant to this Section 3.01(b)(ii)(8) will not cause a further reduction in the Class principal balances of any of the Interests; and. (9) Ninth, at such time as all other Classes classes have been paid in full and all losses previously allocated have been paid in full pro rata to the Holders of the Class R Interest (and allocated full, to the Class R2 Interests) or to the Holders of the Class R2 Certificate, as applicable. (iviii) Notwithstanding paragraph (iiiii) above, on any Distribution Date on which the Subordination Level for any Class of Subordinate Certificates is less than the Subordination Level as of the Closing Date, distributions among the Subordinate Certificates shall be allocated to increase such Subordination Level. The Trustee shall identify the most senior class of Subordinate Certificates for which the Subordination Level is less than the Subordination Level as of the Closing Date, and the portion of the Subordinate Principal Distribution Amount otherwise allocable to the Classes of Subordinate Certificates junior to such Class will instead be allocated among the more senior Classes of Subordinate Certificates, pro rata in proportion to the Certificate Balances of those Classes. (viv) If a Credit Support Depletion Date shall occur, on such Distribution Date and thereafter, distributions of principal on the Class AII-1AII-2, Class AII-2, AII-3 and Class AII-3 Interests, in the case of Pool 1, and distributions of principal on the Class AII-4 Interests, in the case of Pool 2, Interests will be made to such Classes pro rata from the applicable Available Distribution Amount based on their Certificate Balances (but only from the Pool 2 Mortgage Loans) rather than sequentially under Section 3.01(b)(i)(33.01(b)(i)(3)(a).