Common use of Senior Certificates Clause in Contracts

Senior Certificates. (A) On each Distribution Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates except as otherwise noted and subject to the provisions of Section 6.01(a)(iv) and 6.01(c): FIRST, to the interest-bearing Classes of Group 1 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on each Class of Group 1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among the Group 1 Senior Certificates as provided under 6.01(e); SECOND, to the interest-bearing Classes of Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available 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 Dates; THIRD, to the Group 1 Senior Certificates (other than the Class 1-A-X1 and Class 1-A-X2 Certificates and the Component X-1) in reduction of the Current Principal Amounts thereof: (a) the Group 1 Senior P&I Optimal Principal Amount, in the following order of priority: first, to the Class 1-A-9 Certificates up to the Class 1-A-9 Optimal Principal Amount for such Distribution Date, until the Current Principal Amount thereof has been reduced to zero; second, sequentially, to the Class 1-A-1, Class 1-A-2, Class 1-A-3 and Class 1-A-4 Certificates, in that order, until their respective Current Principal Amounts have been reduced to their respective Planned Balances (as set forth in Exhibit I hereto) for such Distribution Date; third, concurrently to the Class 1-A-5, Class 1-A-6, Class 1-A-7 and Class 1-A-8 Certificates, pro rata, based on their respective Current Principal Amounts, until the respective Current Principal Amounts thereof have been reduced to zero; and fourth, sequentially, to the Class 1-A-3, Class 1-A-4, Class 1-A-1 and Class 1-A-2 Certificates, in that order, without regard to their respective Planned Balances for such Distribution Date, until the respective Current Principal Amounts thereof have been reduced to zero; and (b) the Component P Principal Distribution Amount for the Component P-1 for such Distribution Date, to the Class P Certificates, until the Current Principal Amount of the Component P-1 has been reduced to zero; FOURTH, the Component P-1 Deferred Amount for such Distribution Date, to the Class P Certificates; provided, that (i) on any Distribution Date, distributions pursuant to this priority FOURTH and priority FOURTH of Section 6.01(a)(ii) shall not exceed the excess (a "Component P-1 and P-2 Available Amount"), if any, of (x) the sum of (A) the Group 1 Available Funds remaining after giving effect to distributions pursuant to clauses FIRST through THIRD above and (B) the Group 2 Available Funds remaining after giving effect to distributions pursuant to clauses FIRST through THIRD under Section 6(a)(ii) over (y) the sum of the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all Classes of Group B Subordinate Certificates then outstanding (provided that if the sum of the Component P-1 Deferred Amount and the Component P-2 Deferred Amount exceeds the applicable Component P-1 and P-2 Available Amount, the amount distributable pursuant to this clause FOURTH and the amount distributable under clause FOURTH under Section 6 (a)(ii) shall be paid PRO RATA based upon the respective amounts of the Component P-1 and Component P-2 Deferred Amounts), (ii) such distributions shall not reduce the Current Principal Amount of the Component P-1, and (iii) no distribution will be made in respect of the Component P-1 Deferred Amount after the Group 1 and 2 Cross-Over Date; (B) On each Distribution Date after the Group 1 and 2 Cross-Over Date, distributions of principal on the outstanding Group 1 Senior Certificates (other than the Class 1-A-X1 and Class 1-A-X2 Certificates and Component P-1 and Component X-1) will be made pro rata among all such Group 1 Senior Certificates, regardless of the allocation, or sequential nature, of principal payments described in priority THIRD above, based upon the then Current Principal Amounts of such Group 1 Senior Certificates. (C) If, after distributions have been made pursuant to priorities FIRST and SECOND of this Section 6(a)(i) on any Distribution Date, the remaining Group 1 Available Funds, are less than the sum of the Group 1 Senior P&I Optimal Principal Amount and the Component P Principal Distribution Amount for Component P-1 for such Distribution Date, such amounts shall be proportionately reduced, and such remaining Group 1 Available Funds will be distributed on the Group 1 Senior Certificates (other than the Class 1-A-X1 Certificates, the Class 1-A-X2 Certificates and Component X-1) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class P Certificates pursuant to this paragraph, the principal balance of the Component P-1 shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class P Certificates with respect to the Component P-1 in accordance with clause (b) of priority THIRD above and (ii) principal actually distributed to the Class P Certificates with respect to Component P-1 after giving effect to this paragraph (such difference, the "Component P-1 Cash Shortfall"). The Component P-1 Cash Shortfall with respect to any Distribution Date will be added to the Component P-1 Deferred Amount.

Senior Certificates. (A) On each Distribution Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates except as otherwise noted and subject to the provisions of Section 6.01(a)(iv) and 6.01(c): ); and, provided, that on each Distribution Date until and including the Distribution Date in June 1999, the Class 1-A-4 Incremental Interest Amount with respect to such Distribution Date will be transferred from the Interest Reserve Account and applied solely to make payments of Accrued Certificate Interest on the Class 1-A-4 Certificates: FIRST, to the interest-bearing Classes of Group 1 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on each such Class of Group 1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among the Group 1 Senior Certificates as provided under in Section 6.01(e); SECOND, to the interest-bearing Classes of Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available 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 DatesDate; THIRD, to the Group 1 Senior Certificates (other than the Class 1-A-X1 A-7 and Class 1-A-X2 Certificates and the Component X-1X Certificates) in reduction of the Current Principal Amounts thereof: (a) the Group 1 Senior P&I Optimal Principal Amount, in the following order of priority: first, concurrently to the Class R-1, Class R-5 and Class R-6 Certificates, PRO RATA, based upon their Current Principal Amounts, until their respective Current Principal Amounts have been reduced to zero; second, to the Class 1-A-9 A-8 Certificates up to the Class 1-A-9 A-8 Optimal Principal Amount for such Distribution Date, until the Current Principal Amount thereof has been reduced to zero; secondthird, sequentially, to the Class 1-A-1, Class 1-A-2, Class 1-A-3 A-1 and Class 1-A-4 A-2 Certificates, in that order, until their respective Current Principal Amounts have been reduced to their respective Planned Balances (as set forth in Exhibit I hereto) for such Distribution Datezero; thirdfourth, concurrently to the Class 1-A-5, Class 1-A-6, Class 1-A-7 A-3 and Class 1-A-8 A-4 Certificates, pro rataPRO RATA, based on upon their respective Current Principal Amounts, until the their respective Current Principal Amounts thereof have been reduced to zero; and fourthfifth, sequentially, concurrently to the Class 1-A-3, Class 1-A-4, Class 1-A-1 A-5 and Class 1-A-2 A-6 Certificates, in that orderPRO RATA, without regard to based upon their respective Planned Balances for such Distribution DateCurrent Principal Amounts, until the their respective Current Principal Amounts thereof have been reduced to zero; and (b) the Component P PO Principal Distribution Amount for the Component P-1 1-PO for such Distribution Date, to the Class P PO Certificates, until the Current Principal Amount of the Component P-1 1-PO has been reduced to zero; FOURTH, the Component P-1 1-PO Deferred Amount for such Distribution Date, to the Class P PO Certificates; provided, that (i) on any Distribution Date, distributions pursuant to this priority FOURTH and priority FOURTH of Section 6.01(a)(ii) shall not exceed the excess (a "Component P-1 and P-2 Available Amount")excess, if any, of (x) the sum of (A) the Group 1 Available Funds remaining after giving effect to distributions pursuant to clauses FIRST through THIRD above and (B) the Group 2 Available Funds remaining after giving effect to distributions pursuant to clauses FIRST through THIRD below under Section 6(a)(ii6.01(a)(ii)(A) over (y) the sum of the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all Classes of Group B 1-2 Subordinate Certificates then outstanding outstanding; (provided that if the sum amount calculated is in excess of the Component P-1 Deferred Amount and the Component P-2 Deferred Amount exceeds the applicable Component P-1 and P-2 Available Amountforegoing, the amount distributable pursuant to this clause FOURTH and the amount distributable under clause FOURTH under Section 6 (a)(ii6.01(a)(ii)(A) below shall be paid reduced PRO RATA based upon the respective amounts of the Component P-1 1-PO and Component P-2 2-PO Deferred Amounts), (ii) such distributions shall not reduce the Current Principal Amount of the Component P-1, 1-PO and (iii) no distribution will be made in respect of the applicable Component P-1 PO Deferred Amount after the Group 1 and 1-2 Cross-Over Date; (B) On each Distribution Date after the Distribution Date on which the Current Principal Amounts of (i) the Group 1 and 1-2 Subordinate Certificates are reduced to zero (the "Group 1-2 Cross-Over Date"), distributions of principal on the outstanding Group 1 Senior Certificates (other than the Class 1-A-X1 A-7 and Class 1-A-X2 X Certificates and Component P-1 and Component X-11-PO) will be made pro rata among all such Group 1 Senior Certificates, regardless of the allocation, or sequential nature, of principal payments described in priority THIRD third above, based upon the then Current Principal Amounts of such Group 1 Senior Certificates. (C) If, after distributions have been made pursuant to priorities FIRST and SECOND of this Section 6(a)(i6.01(a)(i)(A) on any Distribution Date, the remaining Group 1 Available Funds, are less than the sum of the Group 1 Senior P&I Optimal Principal Amount and the Component P 1-PO Principal Distribution Amount for Component P-1 for such Distribution Date, such amounts shall be proportionately reduced, and such remaining Group 1 Available Funds will be distributed on the Group 1 Senior Certificates (other than the Class 1-A-X1 Certificates, A-7 Certificates and the Class 1-A-X2 Certificates and Component X-1X Certificates) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class P PO Certificates pursuant to this paragraph, the principal balance of the Component P-1 1-PO shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class P PO Certificates with respect to the Component P-1 1-PO in accordance with clause (b) of priority THIRD above and (ii) principal actually distributed to the Class P PO Certificates with respect to Component P-1 1-PO after giving effect to this paragraph (such difference, the "Component P-1 1-PO Cash Shortfall"). The Component P-1 1-PO Cash Shortfall with respect to any Distribution Date will be added to the Component P-1 1-PO Deferred Amount.

Senior Certificates. (A) On each Distribution Date, the Group 1 2 Available Funds will be distributed in the following order of priority among the Group 1 2 Senior Certificates except as otherwise noted and subject to the provisions of Section 6.01(a)(iv) and 6.01(c): FIRST, to the interest-bearing Classes of Group 1 2 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on each such Class of Group 1 2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among the Group 1 2 Senior Certificates as provided under in Section 6.01(e); SECOND, to the interest-bearing Classes of Group 1 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 2 Available 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 DatesDate; THIRD, to the Group 1 2 Senior Certificates (other than the Class 12-A-X1 A-4 and Class 12-A-X2 Certificates and the Component X-1X Certificates) in reduction of the Current Principal Amounts thereof: (a) the Group 1 2 Senior P&I Optimal Principal Amount, in the following order of priority: first, to the Class 1R-2 Certificate until its Current Principal Amount has been reduced to zero; second, to the Class 2-A-9 A-11 Certificates up to the Class 12-A-9 A-11 Optimal Principal Amount for such Distribution Date, until the Current Principal Amount thereof has been reduced to zero; secondthird, sequentially, to Component 2-A-6-I and the Class 12-A-1, Class 12-A-2, A-2 and Class 12-A-3 and Class 1-A-4 Certificates, in that order, until their respective Current Principal Amounts have been reduced to their respective Planned Balances (as set forth in Exhibit I hereto) for such Distribution Date; thirdfourth, concurrently to the Class 12-A-5, Class 1A-5 Certificates and Component 2-A-6-II, Class 1-A-7 and Class 1-A-8 Certificates, pro rataPRO RATA, based on upon their respective Current Principal Amounts, until the their respective Current Principal Amounts thereof have been reduced to their respective Planned Balances (as set forth in Exhibit I hereto) for such Distribution Date; fifth, sequentially, to the to the Class 2-A-7 and, Class 2-A-8 Certificates, in that order, until their respective Current Principal Amounts have been reduced to their respective Planned Balances (as set forth in Exhibit I hereto) for such Distribution Date; sixth, concurrently to the Class 2-A-9 and Class 2-A-10 Certificates, PRO RATA, based upon their respective Current Principal Amounts, until their respective Current Principal Amounts have been reduced to zero; seventh, concurrently to the Class 2-A-5 Certificates and fourthComponent 2-A-6-II, PRO RATA, based upon their respective Current Principal Amounts, without regard to their respective Planned Balances, until their respective Current Principal Amounts have been reduced to zero; eighth, sequentially, to the Class 12-A-3A-7 Certificates, Class 12-A-4A-8 Certificates, Component 2-A-6-I, Class 12-A-1 Certificates, Class 2-A-2 Certificates and Class 12-A-2 A-3 Certificates, in that order, without regard to their respective Planned Balances for such Distribution DateBalances, until the their respective Current Principal Amounts thereof have been reduced to zero; and (b) the Component P PO Principal Distribution Amount for the Component P-1 2-PO for such Distribution Date, to the Class P PO Certificates, until the Current Principal Amount of the Component P-1 2-PO has been reduced to zero; FOURTH, the Component P-1 2-PO Deferred Amount for such Distribution Date, to the Class P PO Certificates; provided, that (i) on any Distribution Date, distributions pursuant to this priority FOURTH and priority FOURTH of Section 6.01(a)(ii) shall not exceed the excess (a "Component P-1 and P-2 Available Amount")excess, if any, of (x) the sum of (A) the Group 1 2 Available Funds remaining after giving effect to distributions pursuant to clauses FIRST through THIRD above and (B) the Group 2 1 Available Funds remaining after giving effect to distributions pursuant to clauses FIRST through THIRD above and under Section 6(a)(ii6.01(a)(i)(A) over (y) the sum of the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all Classes of Group B 1-2 Subordinate Certificates then outstanding outstanding; (provided that if the sum amount calculated is in excess of the Component P-1 Deferred Amount and the Component P-2 Deferred Amount exceeds the applicable Component P-1 and P-2 Available Amountforegoing, the amount distributable pursuant to this clause FOURTH and the amount distributable under clause FOURTH under Section 6 (a)(ii6.01(a)(i)(A) above shall be paid reduced PRO RATA based upon the respective amounts of the Component P-1 1-PO and Component P-2 2-PO Deferred Amounts), (ii) such distributions shall not reduce the Current Principal Amount of the Component P-1, 2-PO and (iii) no distribution will be made in respect of the applicable Component P-1 PO Deferred Amount after the Group 1 and 1-2 Cross-Over Date; (B) On each Distribution Date after the Group 1 and 1-2 Cross-Over Date, Date distributions of principal on the outstanding Group 1 2 Senior Certificates (other than the Class 12-A-X1 A-4 and Class 12-A-X2 X Certificates and Component P-1 and Component X-12-PO) will be made pro rata among all such Group 1 2 Senior Certificates, regardless of the allocation, or sequential nature, of principal payments described in priority THIRD above, based upon the then Current Principal Amounts of such Group 1 2 Senior Certificates.; (C) If, after distributions have been made pursuant to priorities FIRST and SECOND of this Section 6(a)(i6.01(a)(ii)(A) above on any Distribution Date, the remaining Group 1 2 Available Funds, are less than the sum of the Group 1 2 Senior P&I Optimal Principal Amount and the Component P 2-PO Principal Distribution Amount for Component P-1 for such Distribution Date, such amounts shall be proportionately reduced, and such remaining Group 1 2 Available Funds will be distributed on the Group 1 2 Senior Certificates (other than the Class 12-A-X1 Certificates, A-4 Certificates and the Class 12-A-X2 Certificates and Component X-1X Certificates) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class P PO Certificates pursuant to this paragraph, the principal balance of the Component P-1 2-PO shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class P PO Certificates with respect to the Component P-1 2-PO in accordance with clause (b) of priority THIRD above and (ii) principal actually distributed to the Class P PO Certificates with respect to Component P-1 2-PO after giving effect to this paragraph (such difference, the "Component P-1 2-PO Cash Shortfall"). The Component P-1 2-PO Cash Shortfall with respect to any Distribution Date will be added to the Component P-1 2-PO Deferred Amount. (D) The "Class 2-A-11 Optimal Principal Amount" for any Distribution Date occurring prior to the Distribution Date in July 2003 will equal zero. The Class 2-A-11 Optimal Principal Amount for any Distribution Date occurring after the first five years following the Closing Date will be as follows: for any Distribution Date during the sixth, seventh, eighth and ninth years after the Closing Date, 30%, 40%, 60% and 80%, respectively, of the Class 2-A-11 Pro Rata Optimal Principal Amount for such Distribution Date; and, for any Distribution Date thereafter, 100% of the Class 2-A-11 Pro Rata Optimal Principal Amount for such Distribution Date. Notwithstanding the foregoing, if on any Distribution Date the Current Principal Amount of each Class of Group 2 Senior Certificates (other than the Class 2-A-11 Certificates and the Component 2-PO) has been reduced to zero, the Class 2-A-11 Optimal Principal Amount shall equal the Group 2 Senior P&I Optimal Principal Amount to the extent not distributed on such Distribution Date to other Classes of Group 2 Senior Certificates. (E) For any Distribution Date, the "Class 2-A-11 Pro Rata Optimal Principal Amount" shall be an amount equal to the product of (x) the Group 2 Non-PO Optimal Principal Amount for such Distribution Date multiplied by (y) a fraction, the numerator of which is the sum of the Current Principal Amounts of the Class 2-A-11 Certificates immediately prior to such Distribution Date and the denominator of which is the sum of the Non-PO Percentage of the Scheduled Principal Balances of the Group 2 Mortgage Loans as of the beginning of the related Due Period.

Senior Certificates. (A) On each Distribution Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates except as otherwise noted and subject to the provisions of Section 6.01(a)(iv) and 6.01(c): FIRST, to the interest-bearing Classes of Group 1 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on each Class of Group 1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among the Group 1 Senior Certificates as provided under 6.01(e); SECOND, to the interest-bearing Classes of Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available 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 DatesDate; THIRD, to the Group 1 Senior Certificates (other than the Class 1-A-X1 A-8 and Class 1-A-X2 Certificates and the Component X-1X Certificates) in reduction of the Current Principal Amounts thereof: (a) the Group 1 Senior P&I Optimal Principal Amount, in the following order of priority: first, concurrently to the Class 1-A-9 R-1 and Class R-2 Certificates, PRO RATA, based upon their Current Principal Amounts until their respective Current Principal Amounts thereof have been reduced to zero; second, to the Class A-18 Certificates up to the Class 1-A-9 A-18 Optimal Principal Amount for such Distribution Date, until the Current Principal Amount thereof has been reduced to zero; secondthird, sequentially, to the Class 1-A-1, Class 1-A-2, Class 1-A-3 A-3, Claxx X-0, Xxxxx A-5, Class A-6 and Class 1-A-4 A-7 Certificates, in that order, until their respective Current Principal Amounts have been reduced to their respective Planned Balances (as set forth in Exhibit I hereto) for such Distribution Date; thirdfourth, sequentially, to the Class A-9 and Class A-10 Certificates, in that order, until their respective Current Principal Amounts have been reduced to their respective Planned Balances (as set forth in Exhibit I hereto) for such Distribution Date; fifth, concurrently to the Class 1-A-5A-13 and Class A-17 Certificates in the percentages of 87.50% and 12.50% respectively, until their respective Current Principal Amounts have been reduced to their respective Planned Balances (as set forth in Exhibit I hereto) for such Distribution Date; sixth, concurrently to the Class A-14, Class 1-A-6A-15, Class 1-A-7 A-16 and Class 1-A-8 A-17 Certificates, PRO RATA, based upon their respective Current Principal Amounts, until their respective Current Principal Amounts have been reduced to their respective Planned Balances (as set forth in Exhibit I hereto) for such Distribution Date; seventh, concurrently to the Class A-11 and Class A-12 Certificates, pro rata, based on their respective Current Principal Amounts, until the their respective Current Principal Amounts thereof have been reduced to zero; and fourtheighth, sequentially, to the Class 1-A-3, Class 1-A-4, Class 1-A-1 A-9 and Class 1-A-2 A-10 Certificates, in that order, without regard to their respective Planned Balances for such Distribution Date, until their respective Current Principal Amounts thereof have been reduced to zero; ninth, concurrently to the Class A-13 and Class A-17 Certificates in the percentage set forth in clause fifth above, without regard to their respective Planned Balances for such Distribution Date, until the respective Current Principal Amounts thereof have been reduced to zero; tenth, concurrently to the Class A-14, Class A-15, Class A-16 and Class A-17 Certificates, PRO RATA, based upon their respective Current Principal Amounts, without regard to their respective Planned Balances for such Distribution Date, until their respective Current Principal Amounts thereof have been reduced to zero; and eleventh, sequentially to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6 and Class A-7 Certificates, in that order, without regard to their respective Planned Balances for such Distribution Date, until their respective Current Principal Amounts thereof have been reduced to zero; and (b) the Component Class P Principal Distribution Amount for the Component P-1 for such Distribution Date, to the Class P Certificates, until the Current Principal Amount of the Component P-1 Class P Certificates has been reduced to zero; FOURTH, the Component P-1 Class P Deferred Amount for such Distribution Date, to the Class P Certificates; provided, that (i) on any Distribution Date, distributions pursuant to this priority FOURTH and priority FOURTH of Section 6.01(a)(ii) fourth shall not exceed the excess (a "Component P-1 and P-2 Available Amount")excess, if any, of (x) the sum of (A) the Group 1 Available Funds remaining after giving effect to distributions pursuant to clauses FIRST through THIRD above and (B) the Group 2 Available Funds remaining after giving effect to distributions pursuant to clauses FIRST through THIRD under Section 6(a)(ii) over (y) the sum of the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all Classes of Group B 1 Subordinate Certificates then outstanding (provided that if the sum of the Component P-1 Deferred Amount and the Component P-2 Deferred Amount exceeds the applicable Component P-1 and P-2 Available Amount, the amount distributable pursuant to this clause FOURTH and the amount distributable under clause FOURTH under Section 6 (a)(ii) shall be paid PRO RATA based upon the respective amounts of the Component P-1 and Component P-2 Deferred Amounts)outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Component P-1Class P Certificates, and (iii) no distribution will be made in respect of the Component P-1 Class P Deferred Amount after the Group 1 and 2 Cross-Over Date; (B) On each Distribution Date after the Group 1 and 2 Cross-Over Date, distributions of principal on the outstanding Group 1 Senior Certificates (other than the Class 1-A-X1 A-8, Class X and Class 1-A-X2 Certificates and Component P-1 and Component X-1P Certificates) will be made pro rata among all such Group 1 Senior Certificates, regardless of the allocation, or sequential nature, of principal payments described in priority THIRD above, based upon the then Current Principal Amounts of such Group 1 Senior Certificates. (C) If, after distributions have been made pursuant to priorities FIRST and SECOND of this Section 6(a)(i) on any Distribution Date, the remaining Group 1 Available Funds, are less than the sum of the Group 1 Senior P&I Optimal Principal Amount and the Component Class P Principal Distribution Amount for Component P-1 for such Distribution Date, such amounts shall be proportionately reduced, and such remaining Group 1 Available Funds will be distributed on the Group 1 Senior Certificates (other than the Class 1-A-X1 A-8 and Class X Certificates, the Class 1-A-X2 Certificates and Component X-1) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class P Certificates pursuant to this paragraph, the principal balance of the Component P-1 Class P Certificates shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class P Certificates with respect to the Component P-1 in accordance with clause (b) of priority THIRD above and (ii) principal actually distributed to the Class P Certificates with respect to Component P-1 after giving effect to this paragraph (such difference, the "Component P-1 Class P Cash Shortfall"). The Component P-1 Class P Cash Shortfall with respect to any Distribution Date will be added to the Component P-1 Class P Deferred Amount.

Senior Certificates. (A) On each Distribution Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates except as otherwise noted and subject Certificates, in each case to the provisions extent of Section 6.01(a)(iv) and 6.01(c): remaining Group 1 Available Funds: FIRST, to the interest-bearing Classes of Group 1 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on each Class of Group 1 Senior Certificates is subject to reduction in for such Distribution Date, pro rata, based on the event of certain Accrued Certificate Interest thereon, less any Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among thereto in accordance with Section 6.03(g); provided, that if the Group 1 Undercollateralized Amount is greater than zero on such Distribution Date, the amount payable to the Group 1 Senior Certificates as provided under 6.01(e)pursuant to this clause FIRST shall be limited to the interest portion of the Group 1 Available Funds on such Distribution Date; SECOND, to the interest-bearing Classes of Group 1 Senior Certificates, any Accrued Certificate Interest thereon on each Class of Group 1 Senior Certificates payable pursuant to clause FIRST above remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available 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 DatesDate; THIRD, to the Class II-A Certificates in respect of interest, an amount equal to the Group 1 Cross-Collateralized Interest Amount for that Distribution Date; FOURTH, to the Group 1 Senior Certificates (other than the Class 1-A-X1 and Class 1-A-X2 Certificates and the Component X-1) in reduction of the Current Principal Amounts thereof: (a) Amounts, the Group 1 Senior P&I Optimal Principal Amount, sequentially, in the following order of priority: firstorder, to the Class 1R-A-9 I, Class R-II and Class I-A Certificates, until the Current Principal Amount thereof has been reduced to zero (subject to clause 6.01(b) below); FIFTH, if the Current Principal Amount of the Class I-A Certificates up has been reduced to zero and the Cross-Collateralization Test has been satisfied, an amount equal to the principal portion of the Group 1 Available Funds remaining after distributions pursuant to clause FOURTH above shall be paid to the Class 1II-A-9 Optimal A Certificates, in reduction of the Current Principal Amount for such Distribution Datethereof, until the Current Principal Amount thereof has been reduced to zero; second, sequentiallyand SIXTH, to the Class 1II-A-1, Class 1-A-2, Class 1-A-3 and Class 1-A-4 A Certificates, in that order, until their respective Current Principal Amounts have been reduced to their respective Planned Balances (as set forth in Exhibit I hereto) for such Distribution Date; third, concurrently an amount equal to the Class 1-A-5, Class 1-A-6, Class 1-A-7 and Class 1-A-8 Certificates, pro rata, based on their respective Current Principal Amounts, until the respective Current Principal Amounts thereof have been reduced to zero; and fourth, sequentially, to the Class 1-A-3, Class 1-A-4, Class 1-A-1 and Class 1-A-2 Certificates, in that order, without regard to their respective Planned Balances for such Distribution Date, until the respective Current Principal Amounts thereof have been reduced to zero; and lesser of (ba) the Component P Principal Distribution Amount for the Component P-1 for such Distribution Date, to the Class P Certificates, until the Current Principal Amount principal portion of the Component P-1 has been reduced to zero; FOURTH, the Component P-1 Deferred Amount for such Distribution Date, to the Class P Certificates; provided, that (i) on any Distribution Date, distributions pursuant to this priority FOURTH and priority FOURTH of Section 6.01(a)(ii) shall not exceed the excess (a "Component P-1 and P-2 Available Amount"), if any, of (x) the sum of (A) the Group 1 Available Funds remaining after giving effect to distributions pursuant to clauses FIRST through THIRD above clause FOURTH above, and (b) an amount equal to the Group 2 Undercollateralized Amount for such Distribution Date, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero. (B) On each Distribution Date, the Group 2 Available Funds will be distributed in the following order of priority among the Group 2 Senior Certificates, in each case to the extent of remaining Group 2 Available Funds: FIRST, the Accrued Certificate Interest on the Class II-A Certificates for such Distribution Date, less any Net Interest Shortfalls allocated thereto in accordance with Section 6.03(g); provided, that if the Group 2 Undercollateralized Amount is greater than zero on such Distribution Date, the amount payable to the Group 2 Senior Certificates pursuant to this clause FIRST shall be limited to the interest portion of the Group 2 Available Funds on such Distribution Date; SECOND, any Accrued Certificate Interest on the Class II-A Certificates payable pursuant to clause FIRST above remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds, any shortfall in available amounts being allocated to such Class in proportion to the amount of such Accrued Certificate Interest remaining undistributed for such Class for such Distribution Date; THIRD, to the Group 1 Senior Certificates in respect of interest, pro rata, based on the Pass-Through Rates thereof, an amount equal to the Group 2 Cross- Collateralized Interest Amount for such Distribution Date; FOURTH, to the Class II-A Certificates, the Group 2 Senior Optimal Principal Amount, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; and FIFTH, if the Current Principal Amount of the Class II-A Certificates has been reduced to zero and the Cross-Collateralization Test has been satisfied, an amount equal to the principal portion of the Group 2 Available Funds remaining after giving effect to distributions pursuant to clauses FIRST through THIRD under Section 6(a)(ii) over (y) the sum of the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all Classes of Group B Subordinate Certificates then outstanding (provided that if the sum of the Component P-1 Deferred Amount and the Component P-2 Deferred Amount exceeds the applicable Component P-1 and P-2 Available Amount, the amount distributable pursuant to this clause FOURTH and the amount distributable under clause FOURTH under Section 6 (a)(ii) above shall be paid PRO RATA based upon to the respective amounts Class I-A Certificates, in reduction of the Component P-1 and Component P-2 Deferred Amounts), (ii) such distributions shall not reduce the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; and SIXTH, to the Class I-A Certificates, an amount equal to the lesser of (a) the principal portion of the Component P-1Group 2 Available Funds remaining after distributions pursuant to clause FOURTH above, and (iiib) no distribution will be made in respect of the Component P-1 Deferred Amount after the Group 1 and 2 Cross-Over Date; (B) On each Distribution Date after the Group 1 and 2 Cross-Over Date, distributions of principal on the outstanding Group 1 Senior Certificates (other than the Class 1-A-X1 and Class 1-A-X2 Certificates and Component P-1 and Component X-1) will be made pro rata among all such Group 1 Senior Certificates, regardless of the allocation, or sequential nature, of principal payments described in priority THIRD above, based upon the then Current Principal Amounts of such Group 1 Senior Certificates. (C) If, after distributions have been made pursuant to priorities FIRST and SECOND of this Section 6(a)(i) on any Distribution Date, the remaining Group 1 Available Funds, are less than the sum of the Group 1 Senior P&I Optimal Principal Undercollateralized Amount and the Component P Principal Distribution Amount for Component P-1 for such Distribution Date, such amounts shall be proportionately reduced, and such remaining Group 1 Available Funds will be distributed on the Group 1 Senior Certificates (other than the Class 1-A-X1 Certificates, the Class 1-A-X2 Certificates and Component X-1) on the basis of such reduced amounts. Notwithstanding any in reduction in principal distributable to the Class P Certificates pursuant to this paragraph, the principal balance of the Component P-1 shall be Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class P Certificates with respect to the Component P-1 in accordance with clause (b) of priority THIRD above and (ii) principal actually distributed to the Class P Certificates with respect to Component P-1 after giving effect to this paragraph (such difference, the "Component P-1 Cash Shortfall"). The Component P-1 Cash Shortfall with respect to any Distribution Date will be added to the Component P-1 Deferred Amountzero.

Senior Certificates. (A) On each Distribution Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates except as otherwise noted and subject to the provisions of Section 6.01(a)(iv) and 6.01(c): FIRST, to the interest-bearing Classes of Group 1 Senior Certificates: FIRST, the Accrued Certificate Interest on each such Class of Senior Certificates for such Distribution Date. As described below, less any Net Interest Shortfalls allocated thereto in accordance with Section 6.03(g); SECOND, any Accrued Certificate Interest on each Class of Group 1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among the Group 1 Senior Certificates as provided under 6.01(e); SECOND, to the interest-bearing Classes of Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available 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 DatesDate; THIRD, on the Distribution Date in December, 2005, to the Group 1 Senior Class XP Certificates (other than the Class 1-A-X1 and Class 1-A-X2 Certificates and the Component X-1) in reduction of the Current Principal Amounts thereof: (a) , until the Group 1 Current Principal Amount thereof has been reduced to zero; FOURTH, to the Senior P&I Certificates in reduction of the Current Principal Amounts thereof: Senior Optimal Principal Amount, in the following order of priority: first, to the Class 1-A-9 R Certificates up until the Current Principal Amount thereof has been reduced to zero; and second, concurrently on a pro rata basis, to the Class 1-A-9 Optimal Principal Amount for such Distribution DateA-1 and Class A-2 Certificates, until the Current Principal Amount thereof has been reduced to zero; second, sequentially, to the Class 1-A-1, Class 1-A-2, Class 1-A-3 and Class 1-A-4 Certificates, in that order, until their respective Current Principal Amounts have been reduced to their respective Planned Balances (as set forth in Exhibit I hereto) for such Distribution Date; third, concurrently to the Class 1-A-5, Class 1-A-6, Class 1-A-7 and Class 1-A-8 Certificates, pro rata, based on their respective Current Principal Amounts, until the respective Current Principal Amounts thereof have been reduced to zero; and fourth, sequentially, to the Class 1-A-3, Class 1-A-4, Class 1-A-1 and Class 1-A-2 Certificates, in that order, without regard to their respective Planned Balances for such Distribution Date, until the respective Current Principal Amounts thereof have been reduced to zero; and (b) the Component P Principal Distribution Amount for the Component P-1 for such Distribution Date, to the Class P Certificates, until the Current Principal Amount of the Component P-1 has been reduced to zero; FOURTH, the Component P-1 Deferred Amount for such Distribution Date, to the Class P Certificates; provided, however, that (i) on any Distribution Date, distributions pursuant to this priority FOURTH and priority FOURTH of Section 6.01(a)(ii) shall not exceed the excess (a "Component P-1 and P-2 Available Amount"), if any, of (x) the sum of (A) the Group 1 Available Funds remaining after giving effect to distributions pursuant to clauses FIRST through THIRD above and (B) the Group 2 Available Funds remaining after giving effect to distributions pursuant to clauses FIRST through THIRD under Section 6(a)(ii) over (y) the sum of the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all Classes of Group B Subordinate Certificates then outstanding (provided that if the sum of the Component P-1 Deferred Amount and the Component P-2 Deferred Amount exceeds the applicable Component P-1 and P-2 Available Amount, the amount distributable pursuant to this clause FOURTH and the amount distributable under clause FOURTH under Section 6 (a)(ii) shall be paid PRO RATA based upon the respective amounts of the Component P-1 and Component P-2 Deferred Amounts), (ii) such distributions shall not reduce the Current Principal Amount of the Component P-1, and (iii) no distribution will be made in respect of the Component P-1 Deferred Amount after the Group 1 and 2 Cross-Over Date; (B) On each Distribution Date after the Group 1 and 2 Cross-Over Date, distributions of principal on the outstanding Group 1 Senior Certificates (other than the Class 1-A-X1 and Class 1-A-X2 Certificates and Component P-1 and Component X-1) will be made pro rata among all such Group 1 Senior Certificates, regardless of the allocation, or sequential nature, of principal payments described in this priority THIRD aboveFOURTH, based upon the then Current Principal Amounts of such Group 1 Senior Certificates. (C) If, after distributions have been made pursuant to priorities FIRST and SECOND of this Section 6(a)(i) on any Distribution Date, the remaining Group 1 Available Funds, are less than the sum of the Group 1 Senior P&I Optimal Principal Amount and the Component P Principal Distribution Amount for Component P-1 for such Distribution Date, such amounts shall be proportionately reduced, and such remaining Group 1 Available Funds will be distributed on the Group 1 Senior Certificates (other than the Class 1-A-X1 Certificates, the Class 1-A-X2 Certificates and Component X-1) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class P Certificates pursuant to this paragraph, the principal balance of the Component P-1 shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class P Certificates with respect to the Component P-1 in accordance with clause (b) of priority THIRD above and (ii) principal actually distributed to the Class P Certificates with respect to Component P-1 after giving effect to this paragraph (such difference, the "Component P-1 Cash Shortfall"). The Component P-1 Cash Shortfall with respect to any Distribution Date will be added to the Component P-1 Deferred Amount.