Common use of Distributions on the Certificates Clause in Contracts

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) FIRST, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class has been reduced to zero; and (b) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentially, to the Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, following application of Available Funds pursuant to clauses (i) and (ii) of Section 4.03(b), the Trustee will withdraw remaining Group 1 Available Funds shall be distributed as follows: and Group 2 Available Funds from the related sub-account of the Certificate Account and distribute them, together with (Ai) on each the Distribution DateDate in November 2001, the Accrued Interest Reimbursement Amount withdrawn from the Accrued Interest Account (to be applied pursuant to clause FIRST below) and (ii) in the case of distributions of Group 1 Available Funds will be distributed to the Holders of the Senior Certificates of a Senior Certificate Group, any amounts advanced by the Certificate Insurer in respect of such Senior Certificate Group and on deposit in the appropriate subaccount of the Certificate Account, in the following order of priority among the Certificates: FIRST, to each of the Group 1 Senior Certificates as followsand the Group 2 Senior Certificates, from the related Group Available Funds, Accrued Certificate Interest for such Senior Certificate Group for such Distribution Date and, on the Distribution Date in November 2001, the portion of the Accrued Interest Reimbursement Amount allocable to such Senior Certificate Group; SECOND, to each of the Group 1 Senior Certificates and the Group 2 Senior Certificates, from the related Group Available Funds, Accrued Certificate Interest for such Senior Certificate Group remaining unpaid from prior Distribution Dates; THIRD, to each of the Group 1 Senior Certificates and the Group 2 Senior Certificates, from the related Group Available Funds, the related Senior Optimal Principal Amount, in reduction of the Current Principal Amount of such Senior Certificate Group, until the Current Principal Amount of such Senior Certificate Group has been reduced to zero; FOURTH, on each Distribution Date on which: (i) FIRST, the Current Principal Amount of one Senior Certificate Group has been reduced to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below;zero and (ii) SECONDif such Distribution Date occurs on or prior to the Cross-Over Date, the Subordination Trigger has not been met, from any remaining Group Available Funds allocable to principal for such Senior Certificate Group (and not including any amounts advanced by the Certificate Insurer), to the Group 1 other Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 CertificatesGroup, in reduction of the Current Principal Amount thereof, if any, until such Current Principal Amount has been reduced to zero; FIFTH, if on any Distribution Date the aggregate Current Principal Amount of any Senior Certificate Group, following distributions pursuant to clauses FIRST through FOURTH, would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Loan Group and the Subordinate Certificates are still outstanding: (i) 100% of all Available Funds otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to reduce the Current Principal Amount of such Senior Certificate Group until such Current Principal Amount equals the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Loan Group; and (ii) Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Senior Certificate Group in an amount equal to Accrued Certificate Interest for such Senior Certificate Group for such Distribution Date, calculated on the excess of the Current Principal Amount of such Senior Certificate Group over the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Loan Group. Any reduction in Accrued Certificate Interest allocable to the Subordinate Certificates will be allocated to the Subordinate Certificates in inverse order of their numerical class designations; SIXTH, to the Certificate Insurer, with respect to each of the Group 1 Senior Certificates and the Group 2 Senior Certificates, from related Group Available Funds, to reimburse it for any amounts paid to such Certificate Group pursuant to the Certificate Insurance Policy (i) on such Distribution Date and (ii) on prior Distribution Dates, if unpaid, including interest on any such unpaid amount at the rate and as set forth in the Insurance Agreement; SEVENTH, on each Distribution Date on which: (i) the Current Principal Amount of one Senior Certificate Group has been reduced to zero and (ii) if such Distribution Date occurs on or prior to the Cross-Over Date, the Subordination Trigger has not been met, from any remaining Group Available Funds allocable to principal for such Senior Certificate Group (and not including any amounts advanced by the Certificate Insurer), to the Certificate Insurer, to reimburse it for amounts set forth in clause SIXTH above made in respect of the other Senior Certificate Group, if any, that remain unpaid after application of funds pursuant to clause SIXTH; EIGHTH, from any remaining Group 1 and Group 2 Available Funds, any costs, expenses, liabilities and indemnification of the Trustee not paid pursuant to Section 4.03(b), including any such costs, expenses, liabilities or indemnification remaining unpaid from prior Distribution Dates; NINTH, from any remaining Group 1 and Group 2 Available Funds, any costs, expenses, indemnification and liabilities of the Master Servicer not paid pursuant to Section 4.03(a), including any such costs, expenses, liabilities or indemnification remaining unpaid from prior Distribution Dates; TENTH, sequentially, in the following order, from any remaining Group 1 and Group 2 Available Funds, to each of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (1) the Accrued Certificate Interest on such Class for such Distribution Date, (2) any Accrued Certificate Interest on such Class remaining undistributed from previous Distribution Dates and (3) such Class's Allocable Share for such Distribution Date, in reduction of the Current Principal Amount thereof; and ELEVENTH, any remaining Group 1 Available Funds to the Class R-1 Certificates, and any remaining Group 2 Available Funds to the Class R-2 Certificates. (b) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the aggregate outstanding Current Principal Amount of such Class of Certificates has been reduced to zero; and. (bc) 92.3188602909% of Net Interest Shortfalls will be allocated among the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentially, Certificateholders in proportion to the Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-amount of Accrued Certificate Interest that would have been allocated to each Certificate in the absence of any Net Interest Shortfall.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Trustee monthly on each Distribution Date, commencing in January 2003 July 2005, as instructed by the Master Servicer or the Securities Administrator, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (Ab) on On each Distribution Date, the Group 1 Available Funds will be distributed to in the Group 1 following order of priority among the Senior Certificates except as follows: (i) FIRSTotherwise noted: first, to the Group 1 Senior Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9 and Class A-IO Certificates, including pro rata, based on the related Componentsentitlement of each such Class, the Accrued Certificate Interest on each such Class or Component of Senior Certificates for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 each Class of Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls interest shortfalls allocable thereto. Any Net Interest Shortfalls interest shortfalls shall be allocated among the Group 1 Senior Certificates as described below; (ii) SECOND; second, to the Group 1 Senior Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9 and Class A-IO Certificates, pro rata, based on a pro rata basis, including the related Componentsentitlement of each such Class, 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 the Senior Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each of the Senior Certificates for such Distribution Date; and third, the Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Available Funds, concurrently as follows: (i) approximately 56.3393749169% to the Class A-1, Class A-2 and Class A-3 Certificates, sequentially, in that order, in reduction of the Class Certificate Balances thereof, until the Class Certificate Balances of such Classes have been reduced to zero; (ii) approximately 10.7196302156% to the Class A-4 Certificates, until the Class Certificate Balance thereof is reduced to zero; and (iii) THIRDapproximately 32.9409948674% concurrently in the following order of priority: (A) approximately 20.5231004200% to the Class A-5, Class A-6 and Class A-7 Certificates, sequentially, until the Group 1 Senior Optimal Class Certificate Balance of such Classes have been reduced to zero; (B) approximately 4.▇▇▇▇▇▇▇▇▇▇% to the Class A-8 Certificates, until the Class Certificate Balance thereof is reduced to zero; and (C) approximately 74.▇▇▇▇▇▇▇▇▇▇% to the Class A-9 Certificates, until the Class Certificate Balance thereof is reduced to zero. (c) On each Distribution Date on or prior to the Distribution Date on which the Class Certificate Balances of the Subordinate Certificates are reduced to zero (the “Credit Support Depletion Date”), an amount equal to the remaining Available Funds after the distributions in clause (b) above will be distributed sequentially, in the following order, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in each case up to an amount equal to and in the following order: (i) the Accrued Certificate Interest thereon for such Distribution Date, (ii) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (iii) such Class’s Subordinate Principal Distribution Amount for such Distribution Date, in each case, case to the extent of the remaining Group 1 Available Funds. (d) On each Distribution Date, shall any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 R Certificates. It is not anticipated that there will be any significant amounts remaining for such distribution. (e) In addition to the foregoing distributions, in reduction with respect to any Subsequent Recoveries, the Master Servicer shall deposit such amounts into the Protected Account pursuant to Section 4.01(a). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of Subordinate Certificates with the highest payment priority to which Realized Losses have been allocated, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02(a). The amount of any remaining Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of Certificates with the next highest payment priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02(a), and so on. Holders of such Certificates will not be entitled to any payment in respect of Current Principal Amount thereof, until Interest on the Current Principal Amount 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 Class Certificate Balance of each Certificate of such Class has been reduced to zero; and (b) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentially, to the Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-in accordance with its respective Percentage Interest.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group I for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account, in each case to the extent of funds on deposit with respect to Loan Group I therein, and distributed in the following order of priority: First, from Interest Funds, from Loan Group I, on each Distribution Date on and after the Distribution Date in July 2017, if applicable, to the Final Maturity Reserve Account, an amount equal to the Coupon Strip for such Distribution Date. Second, from Interest Funds, from Loan Group I, to pay any accrued and unpaid interest on the Class I-A, Class I-B and Class I-X Certificates in the following order of priority: 1. to each Class of Class I-A Certificates and Class I-X Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group I to the extent necessary to meet a level of overcollateralization equal to the Group 1 Available Funds shall I Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group I and will be included as part of the Group I Principal Distribution Amount and distributed in accordance with Third (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group I will be the Remaining Excess Spread with respect to Loan Group I and will be applied, together with the Group I Overcollateralization Release Amount, as Excess Cashflow for Loan Group I pursuant to clauses Fourth through Eighteenth below. Third, to pay as principal on the Class I-A Certificates and Class I-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group I Trigger Event is in effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows: (A) on 1. to each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) FIRST, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 A Certificates, in reduction of the Current Principal Amount thereofpro rata, until the Current Principal Amount of each such Class has been is reduced to zero; 2. to the Class I-B-1 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-B-2 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; and (b) 92.3188602909% of 10. to the Class I-B-9 Certificates, any remaining Group 1 Senior Optimal I Principal Distribution Amount shall until the Current Principal Amount thereof is reduced to zero. (B) For each Distribution Date on or after the related Stepdown Date, so long as a Group I Trigger Event is not in effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed sequentiallyas follows: 1. to the Class I-A Certificates, from the Group I Principal Distribution Amount, an amount equal to the Class I-A Principal Distribution Amount will be distributed to each Class of Class I-A Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class I-B-1 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-1 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-B-2 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-2 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-3 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-4 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-5 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-6 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-7 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-8 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; and 10. to the Class I-B-9 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-9 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero. Fourth, from any Excess Cashflow with respect to Loan Group I, to the Class I-A-2A Certificates, pro rata in accordance with the respective amounts owed to each such Class, an amount equal to (a) any remaining Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fifth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Sixth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-2 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Seventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-3 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eighth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-4 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Ninth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-5 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Tenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-6 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eleventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-7 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Twelfth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-8 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Thirteenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-9 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fourteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, any Basis Risk Shortfall Carry-Forward Amount for each such Class for such Distribution Date, pro rata, based on the Basis Risk Shortfall Carry-Forward Amount owed to each such Class; Fifteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1, Class I-A-3B-2, Class I-A-4B-3, Class I-A-5B-4, Class I-A-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, any Basis Risk Shortfall Carry-Forward Amount, for each such Class for such Distribution Date; Sixteenth, if the Adjustable Rate Supplemental Fund has not been terminated pursuant to Section 4.05, to the Adjustable Rate Supplemental Fund, the lesser of (A) any remaining amounts, and (B) the amount which, when added to amounts on deposit in the Adjustable Rate Supplemental Fund, would equal $25,000 with respect to Loan Group I; Seventeenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-IO Certificates, the Class I-B-IO Distribution Amount for such Distribution Date, and Eighteenth, any remaining amounts with respect to Loan Group I to the Residual Certificates. If on the initial Distribution Date, the amounts payable to the Class I-A Certificates and the Class I-B Certificates in respect of the related Interest Funds for such Distribution Date is reduced due to the application of the related Net Rate Cap, the Trustee shall transfer from amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group I for distribution to the applicable Class or Classes of Group I Certificates on such Distribution Date, an amount equal to the lesser of (i) the amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group I, and (ii) the amount of such applicable shortfall. All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry-Forward Amounts made pursuant to the provisions of this paragraph (a) (including amounts paid from the Adjustable Rate Supplemental Fund) shall, for federal income tax purposes, be deemed to have been distributed from REMIC IV to the Holder of the Class I-B-IO Certificates and then paid outside of any 2007-AR5 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates, the Holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns. For federal income tax purposes, payment of any interest accrued at a Pass-Through Rate in excess of the Modified Net Rate Cap to the Class I-A Certificates and Class I-B Certificates shall be treated as paid outside of any 2007-AR5 REMIC and shall not be part of the entitlement of the REMIC III Regular Interest, the ownership of which is represented by such Class of Certificates receiving such payment. (b) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group II for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account to the extent of funds on deposit with respect to Loan Group II therein, and distributed in the following order of priority: First, from Interest Funds with respect to Loan Group II, to pay any accrued and unpaid interest on the Class II-A Certificates and the Class II-B Certificates in the following order of priority: 1. to each Class of Class II-A Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group II to the extent necessary to meet a level of overcollateralization equal to the Group II Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group II and will be included as part of the Group II Principal Distribution Amount and distributed in accordance with Second (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group II will be the Remaining Excess Spread with respect to Loan Group II and will be applied, together with the Group II Overcollateralization Release Amount, as Excess Cashflow for Loan Group II pursuant to clauses Third through Fifteenth below. Second, to pay as principal on the Class II-A Certificates and Class II-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group II Trigger Event is in effect, from the Group II Principal Distribution Amount for such Distribution Date: 5. to each Class of Class II-A-1 Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 6. to the Class II-B Certificates in the following order of priority: a. to the Class II-B-1 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; b. to the Class II-B-2 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; c. to the Class II-B-3 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; d. to the Class II-B-4 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; e. to the Class II-B-5 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero and f. to the Class II-B-6 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed to in the Group 1 Senior Certificates as follows: (i) FIRST, to following order of priority among the Group 1 Senior Certificates: first, including to the related ComponentsClass I-A Certificates, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND; second, to the Group 1 Senior Class I-A Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRDthird, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (aD) 7.6811397091% On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Optimal Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Amount Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class I-A-1 of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class has been reduced or Classes of Senior Certificates is an amount equal to zero; and (b) 92.3188602909% the aggregate Scheduled Principal Balance of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentiallyMortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class I-A-2or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-B-6 Certificates.

Distributions on the Certificates. (a) Interest and principal on the Certificates (other than the Interest Only Certificates) will be distributed monthly on each Distribution Date, commencing in January 2003 March 2003, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (A) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) FIRST: first, to the Group 1 Senior Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND; second, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRDand third, the Group 1 Senior Optimal Principal Amount for such Distribution Datesequentially, in each casethe following order, to the extent of remaining Group 1 Available FundsClass R-I, shall be distributed concurrently as followsClass R-II, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to Class R-III and the Class I-A-1 Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of such Classes have been reduced to zero; (B) on each Distribution Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 2 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; and third, to the Group 2 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (C) on each Distribution Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: first, to the Group 3 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 3 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; andsecond, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; and third, to the Group 3 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (D) on each Distribution Date, the Group 4 Available Funds will be distributed to the Group 4 Senior Certificates as follows: first, to the Group 4 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 4 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 4 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; and third, to the Group 4 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (E) on each Distribution Date, the Group 5 Available Funds will be distributed to the Group 5 Senior Certificates as follows: first, to the Group 5 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 5 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 5 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 5 Available Funds; and third, to the Group 5 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 5 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 5 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (F) on each Distribution Date, the Group 6 Available Funds will be distributed to the Group 6 Senior Certificates as follows: first, to the Group 6 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 6 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 6 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 6 Available Funds; and third, to the Group 6 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 6 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 6 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (G) on each Distribution Date, the Group 7 Available Funds will be distributed to the Group 7 Senior Certificates as follows: first, to the Group 7 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 7 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 7 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 7 Available Funds; and third, to the Group 7 Senior Certificates (other than the Class VII-A-X Certificates), in reduction of the Current Principal Amount thereof, the Group 7 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 7 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (H) on each Distribution Date, the Group 8 Available Funds will be distributed to the Group 8 Senior Certificates as follows: first, to the Group 8 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 8 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 8 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 8 Available Funds; and third, to the Group 8 Senior Certificates (other than the Class VIII-A-X Certificates), in reduction of the Current Principal Amount thereof, the Group 8 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 8 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (I) Except as provided in (K) and (L) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 and Group 8 Available Funds after the distributions in (A), (B), (C), (D), (E), (F), (G) and (H) above will be distributed to the Class M Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 and Group 8 Available Funds. (J) Except as provided in (K) and (L) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 and Group 8 Available Funds after the distributions in (A), (B), (C), (D), (E), (F), (G), (H) and (I) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B- 4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 and Group 8 Available Funds. (K) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 and Group 8 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Senior Mezzanine and Subordinate Percentage equals or exceeds 14.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Senior Mezzanine Certificates and Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (K) will not be made. (L) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Senior Mezzanine Certificates and Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Senior Mezzanine Certificates and Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Senior Mezzanine Certificates and Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Senior Mezzanine Certificates and Subordinate Certificates will be allocated in reverse order of the Senior Mezzanine Certificates and Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) 92.3188602909% If, after distributions have been made pursuant to priorities first and second of clauses (a)(i)(A), (B), (C), (D), (E), (F), (G) or (H) above on any Distribution Date, the remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 or Group 8 Available Funds are less than the the Group 1 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 or Group 8 Senior Optimal Principal Distribution Amount Amounts, respectively, such amount shall be reduced, and such remaining funds will be distributed sequentiallyon the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 and Group 8 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 April 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (Ai) on On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed to in the Group 1 following order of priority among the Senior Certificates as follows: (i) FIRSTCertificates: first, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related ComponentsAccrued Certificate Interest on such Class for such Distribution Date; second, to the Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRDthird, the Group 1 Senior Optimal Principal Amount for such Distribution Datesequentially, in each casethe following order, to the extent of remaining Group 1 Available FundsClass R-I, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class IR-A-1 II and Class A Certificates, in reduction of the Current Principal Amount thereof, the Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Available Funds, until the Current Principal Amount of such Class has been reduced to zero; and (bii) 92.3188602909% of On each Distribution Date prior to the Group 1 Senior Optimal Principal Distribution Amount shall Cross-Over Date, an amount equal to any remaining Available Funds after the distributions in (i) above will be distributed sequentially, in the following order, to the Class I-A-2B-1, Class I-A-3B-2, Class I-A-4B-3, Class I-A-5B- 4, Class IB-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (b) If, after distributions have been made pursuant to priorities first and second of clauses (i) and (ii) above on any Distribution Date, the remaining Available Funds are less than the Senior Optimal Principal Amount such amount shall be reduced, and such remaining funds will be distributed on the Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-A-II Certificates; provided that if on any Distribution Date there are any Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-II Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates is less than the Accrued Certificate Interest on the Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Servicer or otherwise, except to the extent of applicable Compensating Interest Payments.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group I for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account and the Pre-Funding Account, in each case to the extent of funds on deposit with respect to Loan Group I therein, and distributed in the following order of priority: First, from Interest Funds, from Loan Group I, on each Distribution Date on and after the Distribution Date in May 2017, if applicable, to the Final Maturity Reserve Account, an amount equal to the Coupon Strip for such Distribution Date. Second, from Interest Funds, from Loan Group I, to pay any accrued and unpaid interest on the Class I-A, Class I-B and Class I-X Certificates in the following order of priority: 1. to each Class of Class I-A Certificates and Class I-X Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group I to the extent necessary to meet a level of overcollateralization equal to the Group 1 Available Funds shall I Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group I and will be included as part of the Group I Principal Distribution Amount and distributed in accordance with Third (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group I will be the Remaining Excess Spread with respect to Loan Group I and will be applied, together with the Group I Overcollateralization Release Amount, as Excess Cashflow for Loan Group I pursuant to clauses Fourth through Eighteenth below. Third, to pay as principal on the Class I-A Certificates and Class I-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group I Trigger Event is in effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows: (A) on 1. to each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) FIRST, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 A Certificates, in reduction of the Current Principal Amount thereofpro rata, until the Current Principal Amount of each such Class has been is reduced to zero; 2. to the Class I-B-1 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-B-2 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; and (b) 92.3188602909% of 10. to the Class I-B-9 Certificates, any remaining Group 1 Senior Optimal I Principal Distribution Amount shall until the Current Principal Amount thereof is reduced to zero. (B) For each Distribution Date on or after the related Stepdown Date, so long as a Group I Trigger Event is not in effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed sequentiallyas follows: 1. to the Class I-A Certificates, from the Group I Principal Distribution Amount, an amount equal to the Class I-A Principal Distribution Amount will be distributed to each Class of Class I-A Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class I-B-1 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-1 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-B-2 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-2 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-3 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-4 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-5 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-6 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-7 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-8 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; and 10. to the Class I-B-9 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-9 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero. Fourth, from any Excess Cashflow with respect to Loan Group I, to the Class I-A-2A Certificates, pro rata in accordance with the respective amounts owed to each such Class, an amount equal to (a) any remaining Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fifth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Sixth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-2 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Seventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-3 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eighth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-4 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Ninth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-5 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Tenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-6 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eleventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-7 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Twelfth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-8 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Thirteenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-9 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fourteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, any Basis Risk Shortfall Carry-Forward Amount for each such Class for such Distribution Date, pro rata, based on the Basis Risk Shortfall Carry-Forward Amount owed to each such Class; Fifteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1, Class I-A-3B-2, Class I-A-4B-3, Class I-A-5B-4, Class I-A-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, any Basis Risk Shortfall Carry-Forward Amount, for each such Class for such Distribution Date; Sixteenth, if the Adjustable Rate Supplemental Fund has not been terminated pursuant to Section 4.05, to the Adjustable Rate Supplemental Fund, the lesser of (A) any remaining amounts, and (B) the amount which, when added to amounts on deposit in the Adjustable Rate Supplemental Fund, would equal $590,000 with respect to Loan Group I; Seventeenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-IO Certificates, the Class I-B-IO Distribution Amount for such Distribution Date, and Eighteenth, any remaining amounts with respect to Loan Group I to the Residual Certificates. If on the initial Distribution Date, the amounts payable to the Class I-A Certificates and the Class I-B Certificates in respect of the related Interest Funds for such Distribution Date is reduced due to the application of the related Net Rate Cap, the Trustee shall transfer from amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group I for distribution to the applicable Class or Classes of Group I Certificates on such Distribution Date, an amount equal to the lesser of (i) the amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group I, and (ii) the amount of such applicable shortfall. All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry-Forward Amounts made pursuant to the provisions of this paragraph (a) (including amounts paid from the Adjustable Rate Supplemental Fund) shall, for federal income tax purposes, be deemed to have been distributed from REMIC IVto the Holder of the Class I-B-IO Certificates and then paid outside of any 2007-AR4 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates, the Holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns. For federal income tax purposes, payment of any interest accrued at a Pass-Through Rate in excess of the Modified Net Rate Cap to the Class I-A Certificates and Class I-B Certificates shall be treated as paid outside of any 2007-AR4 REMIC and shall not be part of the entitlement of the REMIC III Regular Interest, the ownership of which is represented by such Class of Certificates receiving such payment. (b) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group II for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account and the Pre-Funding Account, in each case to the extent of funds on deposit with respect to Loan Group II therein, and distributed in the following order of priority: First, from Interest Funds with respect to Loan Group II, to pay any accrued and unpaid interest on the Class II-A Certificates and the Class II-B Certificates in the following order of priority: 1. to each Class of Class II-A Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group II to the extent necessary to meet a level of overcollateralization equal to the Group II Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group II and will be included as part of the Group II Principal Distribution Amount and distributed in accordance with Second (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group II will be the Remaining Excess Spread with respect to Loan Group II and will be applied, together with the Group II Overcollateralization Release Amount, as Excess Cashflow for Loan Group II pursuant to clauses Third through Fifteenth below. Second, to pay as principal on the Class II-A Certificates and Class II-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group II Trigger Event is in effect, from the Group II Principal Distribution Amount for such Distribution Date: 5. to each Class of Class II-A-1 Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 6. to the Class II-B Certificates in the following order of priority: a. to the Class II-B-1 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; b. to the Class II-B-2 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; c. to the Class II-B-3 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; d. to the Class II-B-4 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; e. to the Class II-B-5 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; and f. to the Class II-B-6 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; and

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed by the Paying Agent monthly on each Distribution DateDate based on the Certificates Distribution Report for such Distribution Date furnished by the Securities Administrator pursuant to 6.05 hereof, commencing in January 2003 September 2005, in an aggregate amount equal to the related Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the related Available Funds on deposit in the Distribution Account shall be distributed as follows: On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will Class R Deposit shall be distributed distributed, pro rata, as principal to the Class R-I R Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds shall will be distributed as follows: (Ai) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) FIRST: first, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Certificates is subject to reduction in (other than the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among the Group 1 Senior Certificates as described below; (ii) SECOND, to the Group 1 Senior Class PO Certificates), on a pro rata basis, including the related ComponentsAccrued Certificate Interest on such Classes for such Distribution Date; second, to the Senior Certificates (other than the Class PO Certificates), on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; andthird, concurrently as follows: (iiiI) THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of the remaining Group 1 Available FundsFunds related to Subgroup 1, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 CertificatesCertificates and Class A-4 Certificates as principal, the Subgroup 1 Principal Distribution Amount, in the order described in this Agreement, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; (II) to the extent of such the remaining Available Funds related to Subgroup 2, to the Class A-2 Certificates, as principal, the Subgroup 2 Principal Distribution Amount, in the order described in this Agreement, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; and (bIII) 92.3188602909% to the extent of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentiallyremaining Available Funds related to Subgroup 3, to the Class I-A-2A-3 Certificates, Class I-A-3as principal, Class I-A-4the Subgroup 3 Principal Distribution Amount, Class I-A-5in the order described in this Agreement, Class I-A-in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero;

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on On each Distribution Date, commencing in January 2003 in an aggregate amount equal to the Available Interest Funds and Principal Funds with respect to Loan Group I for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account to the extent of funds on deposit with respect to Loan Group I therein and distributed for such Distribution Date., in the following order of priority: First, from Interest Funds, from Loan Group I, on each Distribution Date on and after the Distribution Date in October 2016, if applicable, to the Final Maturity Reserve Account, an amount equal to the Coupon Strip for such Distribution Date. Second, from Interest Funds, from Loan Group I, to pay any accrued and unpaid interest on the Class I-A Certificates and Class I-B Certificates in the following order of priority: 1. to each Class of Class I-A Certificates and the Class I-X Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group I to the extent necessary to meet a level of overcollateralization equal to the Group I Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group I and will be included as part of the Group I Principal Distribution Amount and distributed in accordance with Third (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group I will be the Remaining Excess Spread with respect to Loan Group I and will be applied, together with the Group I Overcollateralization Release Amount, as Excess Cashflow for Loan Group I pursuant to clauses Fourth through Seventeenth below. Third, to pay as principal on the Class I-A Certificates and Class I-B Certificates, in the following order of priority: (A) For each Distribution Date (i) On prior to the first Distribution Daterelated Stepdown Date or (ii) on which a Group I Trigger Event is in effect, the amount deposited by the Seller into the Group I Principal Distribution Account on the Closing Amount for such Distribution Date pursuant to Section 4.04(d) will be distributed as follows: 1. to each Class of Class I-A Certificates on a pro rata basis until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class RI-I B-1 Certificates, in reduction of its Current any remaining Group I Principal Amount, Distribution Amount until its the Current Principal Amount has been thereof is reduced to zero; 3. to the Class I-B-2 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; and 10. to the Class I-B-9 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero. (B) For each Distribution Date on or after the related Stepdown Date, so long as a Group I Trigger Event is not in effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows: 1. to the Class I-A Certificates, from the Group I Principal Distribution Amount, an amount equal to the Class I-A Principal Distribution Amount will be distributed to each Class of Class I-A Certificates on a pro rata basis until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class I-B-1 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-1 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-B-2 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-2 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-3 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-4 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-5 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-6 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-7 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-8 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; and 10. to the Class I-B-9 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-9 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero. Fourth, from any Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, pro rata in accordance with the respective amounts owed to each such Class, an amount equal to (a) any remaining Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fifth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Sixth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-2 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Seventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-3 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eighth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-4 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Ninth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-5 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Tenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-6 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eleventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-7 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Twelfth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-8 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Thirteenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-9 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fourteenth, from amounts in the Adjustable Rate Supplemental Fund (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, any Basis Risk Shortfall and any Basis Risk Shortfall Carry-forward Amount for each such Class for such Distribution Date, pro rata, based on the Basis Risk Shortfall and Basis Risk Shortfall Carry-forward Amount owed to each such Class; Fifteenth, from amounts in the Adjustable Rate Supplemental Fund (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, any Basis Risk Shortfall and any Basis Risk Shortfall Carry-forward Amount, in each case for such Class for such Distribution Date; Sixteenth, if the Adjustable Rate Supplemental Fund has not been terminated pursuant to Section 4.05, to the Adjustable Rate Supplemental Fund, the lesser of (A) any remaining amounts, and (B) the amount which, when added to amounts on deposit in the Adjustable Rate Supplemental Fund, would equal $250,000; Seventeenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-IO Certificates, the Class I-B-IO Distribution Amount for such Distribution Date; and Eighteenth, any remaining amounts with respect to Loan Group I to the Class R Certificates and the Class R-X Certificates. If on the initial Distribution Date, the amounts payable to the Group I Offered Certificates in respect of the related Interest Funds for such Distribution Date is reduced due to the application of the related Net Rate Cap, the Trustee shall transfer from the Adjustable Rate Supplemental Fund for distribution to the applicable Class or Classes of Group I Certificates on such Distribution Date, an amount equal to the lesser of (i) the amount on deposit in the Adjustable Rate Supplemental Fund, and (ii) the amount of such applicable shortfall. All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amounts made pursuant to the provisions of this paragraph (a) (including amounts paid from the Adjustable Rate Supplemental Fund) shall, for federal income tax purposes, be deemed to have been distributed from REMIC III to the holder of the Class I-B-IO Certificates and then paid outside of any 2006-AR2 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates the holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns. For federal income tax purposes, payment of any interest accrued at a Pass-Through Rate in excess of the Modified Net Rate Cap, to the Class I-A Certificates and Class I-B Certificates shall be treated as paid outside of any 2006-AR2 REMIC and shall not be part of the entitlement of the REMIC III Regular Interest the ownership of which is represented by such Class of Certificates receiving such payment. (b) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group II for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account to the extent of funds on deposit with respect to Loan Group II therein and distributed for such Distribution Date, in the following order of priority: First, from Interest Funds with respect to Loan Group II, to pay any accrued and unpaid interest on the Group 1 Available Funds shall II Offered Certificates and the Class II-B-5 Certificates in the following order of priority: 1. first, to each Class of Class II-A Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class and second, to the Certificate Insurer, any accrued and unpaid Reimbursement Amounts payable to the Certificate Insurer for that distribution date in respect of any Deficiency Amount described in clauses (a)(1) or (b)(x) of such definition; 2. to the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and Class II-B-5 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group II to the extent necessary to meet a level of overcollateralization equal to the Group II Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group II and will be included as part of the Group II Principal Distribution Amount and distributed in accordance with Second (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group II will be the Remaining Excess Spread with respect to Loan Group II and will be applied, together with the Group II Overcollateralization Release Amount, as Excess Cashflow pursuant to clauses Third through Twelfth below. Second, to pay as principal on the Class II-A Certificates and Class II-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group II Trigger Event is in effect, from the Group II Principal Distribution Amount for such Distribution Date: 1. to each Class of Class II-A Certificates on a pro rata basis until the Current Principal Amount of each such Class is reduced to zero and second, to the Certificate Insurer, any accrued and unpaid Reimbursement Amounts payable to the Certificate Insurer for that Distribution Date in respect of any Deficiency Amount described in clauses (a)(2) or (b) (y) of such definition, but only to the extent of the portion of Subsequent Recoveries with respect to the Group II Mortgage Loans with respect to which Realized Losses were paid by the Certificate Insurer would otherwise be payable to the Class II-A-2 Certificates. 2. to the Class II-B-1 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 3. to the Class II-B-2 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 4. to the Class II-B-3 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 5. to the Class II-B-4 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; and 6. to the Class II-B-5 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero. (B) For each Distribution Date on or after the related Stepdown Date, so long as a Group II Trigger Event is not in effect, the Group II Principal Distribution Amount with respect to Loan Group II for such Distribution Date will be distributed as follows: (A) on each Distribution Date1. to the Class II-A Certificates, from the Group 1 Available Funds II Principal Distribution Amount, an amount equal to the Class II-A Principal Distribution Amount will be distributed to the Group 1 Senior Certificates as follows: (i) FIRSTfirst, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior of Class II-A 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 described below; (ii) SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, basis until the Current Principal Amount of each such Class has been is reduced to zero; and (b) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentiallyzero and second, to the Class I-A-2Certificate Insurer, Class I-A-3any accrued and unpaid Reimbursement Amounts payable to the Certificate Insurer for such Distribution Date in respect of any Deficiency Amount described in clauses (a)(2) or (b)(y) of such definition, Class I-A-4, Class I-A-5, Class I-A-but only to the extent

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on a)On each Distribution Date, commencing in January 2003 in an aggregate amount equal to the Available Interest Funds and Principal Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited Date shall be withdrawn by the Seller into Trustee from the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) FIRST, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, funds on deposit therein and distributed as directed in accordance with distribution instructions provided to it by the Group 1 Senior Optimal Principal Amount Securities Administrator for such Distribution Date, in the following order of priority: First, Interest Funds will be distributed, in the following manner and order of priority: 1. From Interest Funds, to the Class A-1 Certificates based on the amount of interest owed to such Class pursuant to this clause 1, the Current Interest and then any Interest Carry Forward Amount, in each case, for such Class for such Distribution Date; 2. From remaining Interest Funds, to the Class M-1, the Class M-2, the Class B-1, the Class B-2 and the Class B-3 Certificates, sequentially, in that order, the Current Interest for each such Class; 3. Any Excess Spread, to the extent necessary to cause the Overcollateralization Amount to equal to the Overcollateralization Target Amount, will be the Extra Principal Distribution Amount and will be included as part of remaining Group 1 Available Funds, shall be the Principal Distribution Amount and distributed concurrently as follows, except as provided in clause accordance with Second (CA) and (B) below; and 4. Any remaining Excess Spread will be the Remaining Excess Spread and will be applied, together with the Overcollateralization Release Amount, as Excess Cashflow pursuant to clauses Third through Thirteenth below. On any Distribution Date, any shortfalls resulting from the application of the Relief Act and any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest Payments will be allocated as set forth in the definition of Current Interest herein. Second, to pay as principal on the Certificates entitled to payments of principal, in the following order of priority: (aA) 7.6811397091% of For each Distribution Date (i) prior to the Group 1 Senior Optimal Stepdown Date or (ii) on which a Trigger Event is in effect, from the Principal Funds and the Extra Principal Distribution Amount to for such Distribution Date: 1. To the Class I-A-1 Certificates, in reduction of an amount equal to the Current Principal Amount thereofDistribution Amount, until the Current Certificate Principal Amount Balance of such Class has been is reduced to zero; 2. To the Class M-1 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; 3. To the Class M-2 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; 4. To the Class B-1 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; 5. To the Class B-2 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; and 6. To the Class B-3 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; and (bB) 92.3188602909% of For each Distribution Date on or after the Group 1 Senior Optimal Stepdown Date, so long as a Trigger Event is not in effect, from the Principal Funds and the Extra Principal Distribution Amount shall be distributed sequentiallyfor such Distribution Date: 1. To the Class A-1 Certificates, an amount equal to the Class A Principal Distribution Amount, until the Certificate Principal Balance of such Class is reduced to zero; 2. To the Class M-1 Certificates, from any remaining Principal Distribution Amount, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; 3. To the Class M-2 Certificates, from any remaining Principal Distribution Amount, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; 4. To the Class B-1 Certificates, from any remaining Principal Distribution Amount, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; 5. To the Class B-2 Certificates, from any remaining Principal Distribution Amount, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and 6. To the Class B-3 Certificates, from any remaining Principal Distribution Amount, the Class B-3 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; Third, from any remaining Excess Cashflow, the following amounts to the Class A-1 Certificates, an amount equal to: (a) any Interest Carry Forward Amount to the extent not paid pursuant to clause First 1 above and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Fourth, from any remaining Excess Cashflow, the following amounts to the Class M-1 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Fifth, from any remaining Excess Cashflow, the following amounts to the Class M-2 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Sixth, from any remaining Excess Cashflow, the following amounts to the Class B-1 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Seventh, from any remaining Excess Cashflow, the following amounts to the Class B-2 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Eighth, from any remaining Excess Cashflow, the following amounts to the Class B-3 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Ninth, from any remaining Excess Cashflow, to each Class of Class A-1 Certificates, any Basis Risk Shortfall and any Basis Risk Shortfall Carry Forward Amount for such Class for such Distribution Date (remaining unpaid after payments are made under the related Cap Contracts) owed to such Class for such Distribution Date; Tenth, from any remaining Excess Cashflow, to the Class I-A-2M-1, Class I-A-3M-2, Class I-A-4B-1, Class IB-2 and Class B-3 Certificates, in that order, any Basis Risk Shortfall and any Basis Risk Shortfall Carry Forward Amount (remaining unpaid after payments are made under the Cap Contracts), in each case owed to such Class for such Distribution Date; Eleventh, from any remaining Excess Cashflow, to the Class B-A-5IO Certificates, the Class IB-A-IO Distribution Amount for such Distribution Date; Twelfth, from any remaining Excess Cashflow, to the Class B-IO Certificates, any unreimbursed Class B-IO Advances; and Thirteenth, any remaining amounts to the Residual Certificates. All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amount made pursuant to the provisions of this paragraph (a) shall, for federal income tax purposes, be deemed to have been distributed from REMIC II to the holder of the Class B-IO Certificates and then paid outside of any 2005-1 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates the holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2003 August 2005, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will Class R Deposit shall be distributed distributed, pro rata, as principal to the Class R-I R Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero.and (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 I Available Funds will be distributed to the Group 1 I Senior Certificates as follows: (i) FIRST: first, to the Group 1 Senior Class I-A-1, Class I-A-2, Class I-A-3 and Class I-X Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date; provided, however, any Accrued Certificate Interest otherwise distributable with respect to the Class I-X Certificates will instead be deposited into the Reserve Fund (i) first, to pay any remaining Basis Risk Shortfall Carryover Amounts on the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, based on the amount of such Basis Risk Shortfall Carryover Amounts, after the application of the funds received from the Yield Maintenance Agreement and the Reserve Fund Deposit, and (ii) second, to maintain a balance in the Reserve Fund equal to the Reserve Fund Deposit. As described below, Accrued Certificate Interest accrued interest on the Group 1 Senior Class I-A-1, Class I-A-2, Class I-A-3 and Class I-X Certificates is subject to reduction in the event of certain Net Interest Shortfalls and Net Deferred Interest allocable thereto. Any Net Interest Shortfalls shall be allocated among the Group 1 Senior Certificates as described below; (ii) SECOND; second, to the Group 1 Senior Class I-A-1, Class I-A-2 Class I-A-3 and Class I-X Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; andprovided, however, any Accrued Certificate Interest otherwise distributable with respect to the Class I-X Certificates will instead be deposited into the Reserve Fund (i) first, to pay any remaining Basis Risk Shortfall Carryover Amounts on the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, based on the amount of such Basis Risk Shortfall Carryover Amounts, after the application of the funds received from the Yield Maintenance Agreement and the Reserve Fund Deposit, and (ii) second, to maintain a balance in the Reserve Fund equal to the Reserve Fund Deposit; and third, to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Senior Optimal Principal Amount for the Group I Senior Certificates for such Distribution Date, to the extent of remaining Group I Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: first, to the Class II-A-1 Certificates the Accrued Certificate Interest on such Class for such Distribution Date. As described below, accrued interest on the Class II-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls and Net Deferred Interest allocable thereto; second, to the Class II-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and third, to the Class II-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Senior Optimal Principal Amount for the Group II Senior Certificates for such Distribution Date, to the extent of remaining Group II Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (iii) THIRDExcept as provided in clauses (iv) and (v) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1 Senior Optimal Principal Amount I Available Funds and Group II Available Funds after the distributions in clauses (i) and (ii) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (A) the Accrued Certificate Interest thereon for such Distribution Date, (B) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (C) such Class’s Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 I Available Funds and Group II Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (aiv) 7.6811397091On each Distribution Date prior to the Cross-Over Date but after the reduction of the Current Principal Amount of all of the Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates’ respective Loan Group allocated to such Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group 1 relating to the Class or Classes of Senior Certificates of the fully repaid Certificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (vii) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (v) If on any Distribution Date on which the aggregate Current Principal Amount of the Group I Senior Certificates or Group II Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group and any Subordinate Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (A) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to the Group I Senior Certificates or Group II Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group, and (B) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities first and second of clauses (a)(i) and (ii) above on any Distribution Date, the remaining Group I Available Funds or Group II Available Funds are less than the related Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed on the related Senior Certificates, on a pro rata basis, on the basis of such reduced amount. (c) In addition, on the Distribution Amount to Date occurring in October 2005, the Class I-A-1 CertificatesR-1, Class R-2 and Class R-3 Certificates will each be paid $50 from funds deposited into the Distribution Account by the Depositor on the Closing Date to be applied in reduction of the Current Principal Amount thereofof each of the Class R Certificates. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-3 Certificates; provided, that if on any Distribution Date there are any Group I Available Funds or Group II Available Funds remaining after payment of interest and principal to a Class or Classes of certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-3 Certificates. (e) For any Distribution Date, “pro rata” distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, “pro rata” distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (f) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero; and. (bg) 92.3188602909% If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and Net Deferred Interest and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Group 1 Senior Optimal Principal Certificates of the related Classes entitled to such amounts on subsequent Distribution Amount shall be distributed sequentiallyDates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (h) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Trustee monthly on each Distribution Date, commencing in January 2003 October 1996, in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date on or prior to the Cross-Over Date, an amount equal to the Group 1 I Available Funds will be distributed to in the Group 1 Senior Certificates as follows: (i) FIRSTfollowing order of priority among the Certificates: first, to the Group 1 Senior interest-bearing Class A-I Certificates, including the related ComponentsResidual Certificates and Component I of the Class X Certificates, the Accrued Certificate Interest on each such Class or and the Class X Component I Accrued Certificate Interest on such Component for such Distribution Date. As described below; second, to the interest-bearing Class A-I Certificates, the Residual Certificates and Component I of the Class X Certificates, any Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any and Class X Component I Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds, any shortfall in available amounts being allocated among such Classes and Component in proportion to the amount of such Accrued Certificate Interest and Class X Component I Accrued Certificate Interest remaining undistributed for each such Class or Component for such Distribution Date; andthird, to the Class A-I Certificates, the Residual Certificates and the Class PO Certificates in reduction of the Current Principal Amounts thereof: (iiia) THIRD, the Group 1 I Senior Optimal Principal Amount, in the following order of priority: (i) concurrently to the Class A-I-10 and Class A-I- 11 Certificates, pro rata, based upon their Current Principal Amounts up to the Class A-I-10/Class A-I-11 Optimal Principal Amount for such Distribution Date, in each caseuntil their Current Principal Amounts have been reduced to zero; (ii) concurrently, to the extent of remaining Group 1 Available FundsClass R-1 and Class R-2 Certificates, shall be distributed concurrently as followspro rata, except as provided in clause (C) below:based upon their current Principal Amounts, until the respective Current Principal Amounts thereof have been reduced to zero; (aiii) 7.681139709163.▇▇▇▇▇▇▇▇▇▇% of the Group 1 Senior Optimal Principal Distribution Amount and 36.6654864471% concurrently to the Class IA-A-1 I-1 Certificates and Class A- I-2 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of the Class A-I-1 Certificates has been reduced to zero; (iv) 71.9706283018% and 28.0293716982% concurrently to the Class A-I-3 Certificates and Class A- I-2 Certificates, until the Current Principal Amount of the Class A-I-3 Certificates has been reduced to zero; (v) 75.3993824674% and 24.6006175326% concurrently to the Class A-I-4 Certificates and the Class A-I-2 Certificates until the Current Principal Amount of the Class A-I-4 Certificates has been reduced to zero; (vi) 83.3356910454% and 16.▇▇▇▇▇▇▇▇▇▇% concurrently to the Class A-I-5 Certificates and the Class A-I-2 Certificates until the Current Principal Amount of the Class A-I-5 Certificates has been reduced to zero; (vii) 89.▇▇▇▇▇▇▇▇▇▇% and 10.5740762103% concurrently to the Class A-I-6 Certificates and Class A- I-2 Certificates, until the Current Principal Amounts thereof have been reduced to zero; (viii) sequentially to the Class A-I-7, Class A-I- 8, Class A-I-9 Certificates, in that order, in each case until the Current Principal Amount of each such Class of Certificates has been reduced to zero; and (b) 92.3188602909% the Class PO Principal Distribution Amount for such Distribution Date, to the Class PO Certificates, until the Current Principal Amount thereof has been reduced to zero; and fourth, the Class PO Deferred Amount for such Distribution Date to the Class PO Certificates; provided, that (i) on any Distribution Date, distributions pursuant to this priority (A) fourth, shall not exceed the excess, if any, of (x) the Available Funds remaining after giving effect to distributions pursuant to priorities (A) first through third above and (B) first through third below over (y) the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all Classes of Subordinate Certificates then outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Class PO Certificates and (iii) no distribution will be made in respect of the Class PO Deferred Amount after the Cross-Over Date. If, after distributions have been made pursuant to priorities (A) first and second above on any Distribution Date, remaining Group I Available Funds are less than the sum of the Group 1 I Senior Optimal Principal Amount and the Class PO Principal Distribution Amount for such Distribution Date, such amounts shall be proportionately reduced, and such remaining Group I Available Funds will be distributed on the Class A-I Certificates, Residual Certificates and Class PO Certificates in accordance with clauses (a) and (b) of priority (A) third above on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class PO Certificates pursuant to this paragraph, the principal balance of the Class PO Certificates shall be reduced not only by principal so distributed but also by the Class PO Cash Shortfall for such Distribution Date. The Class PO Cash Shortfall with respect to any Distribution Date will be added to the Class PO Deferred Amount. (B) On each Distribution Date on or prior to the Cross-Over Date, an amount equal to the Group II Available Funds will be distributed in the following order of priority among the Certificates: first, to the Class A-II Certificates and Component II of the Class X Certificates, the Accrued Certificate Interest on such Class and Class X Component II Accrued Certificate Interest on such Component for such Distribution Date; second, to the Class A-II Certificates and Component II of the Class X Certificates, any Accrued Certificate Interest and Class X Component II Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of the remaining Group II Available Funds, any shortfall in available amounts being allocated between such Class and Component in proportion to the amount of such Accrued Certificate Interest and Class X Component II Accrued Certificate Interest remaining undistributed for such Class or Component for such Distribution Date; and third, the Group II Senior Optimal Principal Amount to the Class A-II Certificates until their Current Principal Amount has been reduced to zero. (C) On each Distribution Date on or prior to the Cross- Over Date, an amount equal to any remaining Group I Available Funds and Group II Available Funds following the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class I-A-2B-1, Class I-A-3B-2, Class I-A-4B-3, Class I-A-5B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date. (D) On each Distribution Date prior to the occurrence of the Cross-Over Date but after the reduction of the Current Principal Amounts of the Class A-I Certificates or Class A-II Certificates to zero, the remaining Class or Classes of Class A Certificates will be entitled to receive, in addition to any Principal Prepayments related to such Class A Certificates' respective Mortgage Loan Group, 100% of the Principal Prepayments on the Mortgage Loans in the other Mortgage Loan Group (in the case of Mortgage Loan Group I in accordance with the priorities set forth in priority (A) third above, and in reduction of the Current Principal Amounts thereof). In addition, if on any Distribution Date on which the aggregate Current Principal Amount of the Class A-I Certificates or Class A-II Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Loan Group (other than the related PO Percentage of the Group I Discount Mortgage Loans in Mortgage Loan Group I) and Class B Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, 100% of the Principal Prepayments otherwise allocable to the Class B Certificates on the Mortgage Loans in the other Mortgage Loan Group will be distributed to such Class or Classes of Class A Certificates (in the case of the Class A-A-I Certificates, in accordance with the priorities set forth in priority (A) third above) in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of the Class A-I Certificates or Class A-II Certificates, as applicable, is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Loan Group (other than the related PO Percentage of the Group I Discount Mortgage Loans in Mortgage Loan Group I). (E) On each Distribution Date after the Cross-Over Date, distributions of principal on the outstanding Class A-I Certificates and Residual Certificates will be made pro rata among all such Certificates, regardless of the allocation, or sequential nature, of principal payments described in priority (A) third above, based upon the then Current Principal Amounts of such Certificates, and interest will be distributed as described above with respect to Distribution Dates on or prior to the Cross-Over Date. (F) On each Distribution Date, any Group I Available Funds and Group II Available Funds remaining in REMIC I after payment of interest and principal as described above will be distributed to the Class R-1 Certificates; provided that if on any Distribution Date on or after the Cross-Over Date there are any Group I Available Funds remaining after payment of interest and principal as described in the preceding paragraphs, such Group I Available Funds will be distributed to the Class A-II Certificates in accordance with the priorities in paragraph (B) above until all amounts due to such Certificates have been paid in full before any amounts are distributed to the Residual Certificates. Similarly, if on any Distribution Date on or after the Cross-Over Date there are any Group II Available Funds remaining after payment of interest and principal as described in the preceding paragraphs, such Group II Available Funds will be distributed to the Senior Certificates (other than the Class A-II Certificates and Component II of the Class X Certificates) in accordance with the priorities in paragraph (E) above until all amounts due to such Senior Certificates have been paid in full before any amounts are distributed to the Residual Certificates. (b) On each Distribution Date, the funds available for distribution shall be applied to distributions on the REMIC II Regular Interests in an amount sufficient to make the distributions on the respective Corresponding Classes of Certificates on such Payment Date in accordance with the provisions of subsection (a) of this Section 6.01.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Trustee monthly on each Distribution Date, commencing in January 2003 November 2004, as instructed by the Master Servicer or the Securities Administrator, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date, the Group 1 Available Funds will be distributed to in the Group 1 following order of priority among the Senior Certificates except as follows: (i) FIRSTotherwise noted: first, to the Group 1 Senior Class A-1, Class A-2 and Class A-3 Certificates, including the related Componentspro rata, the Accrued Certificate Interest on each such Class or Component of Senior Certificates for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 each Class of Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls interest shortfalls allocable thereto. Any Net Interest Shortfalls interest shortfalls shall be allocated among the Group 1 Senior Certificates as described below; (ii) SECOND; second, to the Group 1 Senior Class A-1, Class A-2 and Class A-3 Certificates, on a pro rata basis, including the related Componentsrata, 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 the Senior Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each Class of Senior Certificates for such Distribution Date; andand third, to the Class A-1, Class A-2 and Class A-3 Certificates, pro rata, in reduction of the Class Certificate Balances thereof, the Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Available Funds, until the Class Certificate Balance of such Class has been reduced to zero; (iiiB) THIRDOn each Distribution Date on or prior to the Distribution Date on which the Class Certificate Balances of the Class M Certificates and Class B Certificates are reduced to zero (the "Credit Support Depletion Date"), an amount equal to the Group 1 Senior Optimal remaining Available Funds after the distributions in clause (A) above will be distributed sequentially, in the following order, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Subordinate Principal Distribution Amount for such Distribution Date, in each case, case to the extent of the remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class has been reduced to zero; and. (b) 92.3188602909% On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Group 1 Senior Optimal Principal Distribution Amount shall Classes of Certificates entitled thereto, as described above, will be distributed sequentially, to the Class I-A-2R Certificates. It is not anticipated that there will be any significant amounts remaining for such distribution. (c) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such amounts into the Protected Account pursuant to Section 4.01(a). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class I-A-3of Subordinate Certificates with the highest payment priority to which Realized Losses have been allocated, but not by more than the amount of Realized Losses previously allocated to that Class I-A-4of Certificates pursuant to Section 6.02(a). The amount of any remaining Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Certificates with the next highest payment priority, up to the amount of such Realized Losses previously allocated to that Class I-A-5of Certificates pursuant to Section 6.02(a), and so on. Holders of such Certificates will not be entitled to any payment in respect of Current Interest 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 Principal Balance of each Certificate of such Class I-A-in accordance with its respective Percentage Interest.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 May 1999, in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zeroGROUP 1 CERTIFICATES AND GROUP 2 CERTIFICATES. (iiA) On each Distribution Date, Date on or prior to the Group 1 Available Funds shall be distributed as follows: (A) on each Distribution 1/Group 2 Cross-Over Date, the Group 1 Available Funds will be distributed to in the Group 1 Senior Certificates as follows: (i) following order of priority: FIRST, to the Group 1 Senior Certificates (other than the PO Component of the Component Certificates, including the related Components), the Accrued Certificate Interest on each such Class or Component for such Distribution Date; provided that Accrued Certificate Interest shall be paid to the Accrual Certificates only after the Group 1/Group 2 Cross-Over Date. As described below, Accrued Certificate Interest on the Group 1 Senior Certificates each such Class or Component is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among the such Group 1 Senior Certificates as described below; (ii) provided in Section 6.01(d); SECOND, to the Group 1 Senior Certificates (other than the PO Component of the Component Certificates, on a pro rata basis, including the related Components), 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 and Components in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class and Component for such Distribution Date; and (iii) THIRD, to the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to Certificates (other than the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% IO Components of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Component Certificates, ) in reduction of the Current Principal Amount Amounts thereof, until the Current Principal Amount of such Class has been reduced to zero; and: (bA) 92.3188602909% an amount equal to the sum of the Group 1 Senior P&I Optimal Principal Amount and the Accrual Distribution Amount shall be distributed sequentiallydistributed, in the following order of priority: FIRST, concurrently to the Class I-A-2R-1 and Class R-4 Certificates, Class I-A-3pro rata, Class I-A-4based upon their Current Principal Amounts, Class I-A-5, Class I-A-until their respective Current Principal Amounts have been reduced to zero;

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 December 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) On the first Distribution Date only and from the amount deposited by the Seller in the Distribution Account on the Closing Date pursuant to Section 2.01(a) hereof, to the Class R-I and Class R-II Certificate, pro rata, in reduction of their respective Current Principal Amounts, until their respective Current Principal Amounts have been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed to in the following order of priority among the Group 1 Senior Certificates as follows: (i) FIRSTCertificates: first, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND; second, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRDthird, to the Group 1 Senior Certificates, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero; (C) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, to the Group 2 Senior Certificates, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of the Group 2 Senior Certificates has been reduced to zero. (D) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: first, to the Group 3 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; third, to the Group 3 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of the Group 3 Senior Certificates has been reduced to zero (E) On each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed to the Group 4 Senior Certificates as follows: first, to the Group 4 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 4 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; third, to the Group 4 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of the Group 4 Senior Certificates has been reduced to zero. (F) Except as provided in (G) and (H) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2, Group 3 and Group 4 Available Funds after the distributions in (B), (C), (D) and (E) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (aG) 7.6811397091On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1, Group 2, Group 3 or Group 4 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group 1 Senior Optimal Principal Distribution Amount relating to the fully repaid Class I-A-1 of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 5.80% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the Current Principal Amounts of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (G) will not be made. (H) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to clause (a)(i)(A) and priorities first and second of clauses (a)(i)(B), (C), (D) and (E) above on any Distribution Date, the remaining Group 1, Group 2, Group 3 Group 4 Available Funds are less than the sum of the Group 1, Group 2, Group 3 or Group 4 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to either the Class R-I or Class R-II Certificates, as provided in Section 5.01(d); provided that if on any Distribution Date there are any Group 1, Group 2, Group 3 or Group 4 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-I or Class R-II Certificates, as applicable. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Class Certificate has been reduced to zero; and. (bf) 92.3188602909% If on any Distribution Date the Available Funds for any class of Senior Certificates is less than the Accrued Certificate Interest thereon for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of such Class of Senior Certificates in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Group 1 Senior Optimal Principal Certificates of the related Classes entitled to such amounts on subsequent Distribution Amount shall be distributed sequentiallyDates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by both of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2003 July 2005, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 I Available Funds will be distributed to the Group 1 I Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Class I-A-1, Class R-I, Class R-II and Class R-III Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Class I-A-1, Class R-I, Class R-II and Class R-III 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 described below; (ii) ; SECOND, to the Group 1 Senior Class I-A-1, Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; and (iii) THIRD, to the Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group 1 I Senior Optimal Principal Amount for such Distribution Date, in each case, Date to the extent of remaining Group 1 I Available Funds, shall be distributed concurrently as followsuntil the Current Principal Amounts of each such Class has been reduced to zero; and FOURTH, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: FIRST, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-X-1 Certificates, on a pro rata basis, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-X-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; andSECOND, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-X-1 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and THIRD, to the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates, sequentially, in that order, in reduction of the Current Principal Amounts thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (iii) on each Distribution Date, the Group III Available Funds will be distributed to the Group III Senior Certificates as follows: FIRST, to the Class III-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class III-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group III Available Funds; and THIRD, to the Class III-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group III Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (iv) on each Distribution Date, the Group IV Available Funds will be distributed to the Group IV Senior Certificates as follows: FIRST, to the Class IV-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class IV-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class IV-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group IV Available Funds; and THIRD, to the Class IV-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group IV Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group IV Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (v) Except as provided in clauses (vi) and (vii) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group I, Group II, Group III and Group IV Available Funds after the distributions in clauses (i), (ii), (iii) and (iv) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates, in each case up to an amount equal to and in the following order: (A) the Accrued Certificate Interest thereon for such Distribution Date, (B) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (C) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I, Group II, Group III and Group IV Available Funds. (vi) On each Distribution Date prior to the Cross-Over Date but after the reduction of the Current Principal Amount of all of the Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups (other than the Interest Only Certificates) will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the Class or Classes of Senior Certificates of the fully repaid Certificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (vi) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (vii) If on any Distribution Date on which the aggregate Current Principal Amount of the Group I, Group II, Group III or Group IV Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group and any Subordinate Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (A) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to the Group I, Group II, Group III or Group IV Senior Certificates (other than the Interest Only Certificates) in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group, and (B) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-12 Certificates. (b) 92.3188602909% If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i), (ii), (iii) and (iv) above on any Distribution Date, the remaining Group I, Group II, Group III or Group IV Available Funds are less than the Group 1 I, Group II, Group III and Group IV Senior Optimal Principal Distribution Amounts, respectively, the Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed sequentiallyon the related Senior Certificates (other than the Interest Only Certificates), on a pro rata basis, on the basis of such reduced amount. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group I, Group II, Group III or Group IV Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (d) For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and (as applicable) principal on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2003 August 2005, in an aggregate amount equal to the Available Funds for such Distribution Date. (i) . On the first Distribution Date, an amount equal to the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will Deposit Amount shall be distributed to the Class R-I Residual Certificates, pro rata, in reduction of its their Current Principal AmountAmounts, until its their respective Current Principal Amount has been Amounts are reduced to zero. (iiA) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates (other than the Residual Certificates) as follows: (i) FIRST: first, to the Group 1 Senior Class A-1 Certificates, including the related ComponentsClass A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class X-1 Certificates and the Class X-2 Certificates, the Accrued Certificate Interest on each such Class or Component of Certificates for such Distribution Date, pro rata, based on the Accrued Certificate Interest owed to each such Class of Certificates; provided, however, that the amount of Accrued Certificate Interest paid to the Class X-1 Certificates pursuant to this clause will be reduced by the aggregate amount of any Senior Carryover Shortfall Amounts for that Distribution Date on the Class A-1 Certificates, and the Class A-4 Certificates, which amount will be deposited on such Distribution Date in the Senior Carryover Shortfall Reserve Fund for distribution to the Class A-1 Certificates and the Class A-4 Certificates, as set forth in subparagraph second below and in clause (B) below; and provided further, that the amount of Accrued Certificate Interest paid to the Class X-1 Certificates pursuant to this clause on each Distribution Date will be reduced by the amount necessary to replenish the Class A-1 Supplemental Fund (to the extent of the amount paid from such fund on the initial Distribution Date) which amounts will be deposited on such Distribution Date into the Class A-1 Supplemental Fund for distribution as set forth in Section 4.07. As described belowIn addition, Accrued Certificate Interest on the Group 1 Senior Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class X-1 Certificates and the Class X-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls Shortfalls, the interest portion of Realized Losses and Net Deferred Interest on the Mortgage Loans allocable thereto. Any Net Interest Shortfalls and Net Deferred Interest on the Mortgage Loans shall be allocated among the Group 1 Senior Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class X-1 Certificates as described below; (ii) SECONDand the Class X-2 Certificates in accordance with the provisions of Section 6.02(g); second, to the Group 1 Senior Class A-1 Certificates and the Class A-4 Certificates, any Senior Carryover Shortfall Amounts due to each such Class of Certificates (in accordance with Section 6.01(a)(C) below) to the extent such amount was deducted from the Accrued Certificate Interest on a pro rata basisthe Class X-1 Certificates for such Distribution Date; third, including to the related Componentsextent of remaining Available Funds, to the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class X-1 Certificates and the Class X-2 Certificates, any Accrued Certificate Interest thereon pursuant to clause first remaining undistributed from previous Distribution DatesDates (other than, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount with respect to the Class I-A-1 X-1 Certificates, in reduction of any amounts pursuant to clause first deposited into the Current Principal Amount thereofSenior Carryover Shortfall Reserve Fund and the Class A-1 Supplemental Fund), until pro rata, based on the Current Principal Amount of undistributed Accrued Certificate Interest owed to each such Class has been reduced to zeroof Certificates; and (b) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentially, to the Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 October 2002, in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) : FIRST, to the Insurer, the MBIA Premium Amount and then to the interest- bearing Classes of Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) ; SECOND, to the interest-bearing Classes of Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) and THIRD, to the Group 1 Senior Optimal Certificates (other than the Class I-A-5, Class I-P and Class I-X Certificates), in reduction of the Current Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) belowthereof: (ai) 7.6811397091first, 95.1084105324% of the Group 1 Senior Optimal Principal Distribution Amount in the following manner and order of priority: (a) to the Class I-A-1 A-7 Certificates up to the Class I-A-7 Optimal Principal Amount for such Distribution Date; (b) $14,000 to the Class I-A-6 Certificates, commencing on the Distribution Date in October 2005, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; (c) to the Class I-A-1, Class I-A-2, Class I-A-3 and Class I-A-4 Certificates, concurrently on a pro rata basis, until the Current Principal Amounts thereof have been reduced to zero; (d) to the Class I-A-6 Certificates, until the Current Principal Amount thereof has been reduced to zero; and (e) to the Class I-A-7 Certificates, until the Current Principal Amount thereof has been reduced to zero; and (ii) second, 4.8915894676% of such the Group 1 Senior Optimal Principal Amount in the following manner and order of priority: (a) concurrently to the Class has R-I, Class R-II and Class R-III Certificates, pro rata, based upon their Current Principal Amounts, until their respective Current Principal Amounts have been reduced to zero; and (b) 92.3188602909% of to the Group 1 Senior Optimal Class I-A-8 Certificates, until the Current Principal Distribution Amount shall be distributed sequentiallyAmounts thereof has been reduced to zero; fOURTH, to the Class I-A-2P Certificates, the Class I-A-3P Certificate Principal Distribution Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of such class has been reduced to zero; FIFTH, to the Class I-A-4P Certificates, the Class I-A-5P Certificate Deferred Amount, provided, that (i) on any Distribution Date, distributions pursuant to this priority FIFTH shall not exceed the excess, if any, of (x) Group 1 Available Funds remaining after giving effect to distributions pursuant to priority FIRST through FOURTH above 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 Subordinate Certificates then outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Class I-A-P Certificates and (iii) no distribution will be made in respect of the Class I-P Certificate Deferred Amount on or after the Cross-Over Date; SIXTH, to the Insurer, the MBIA Reimbursement Amount. (B) on each Distribution Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: FIRST, to the interest-bearing Classes of Group 2 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 2 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the interest-bearing Classes of Group 2 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; and THIRD, to the Group 2 Senior Certificates (other than the Class II-P and Class II-X Certificates), in reduction of the Current Principal Amount thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; fOURTH, to the Class II-P Certificates, the Class II-P Certificate Principal Distribution Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of such class has been reduced to zero; and FIFTH, to the Class II-P Certificates, the Class II-P Certificate Deferred Amount, provided, that (i) on any Distribution Date, distributions pursuant to this priority FIFTH shall not exceed the excess, if any, of (x) Group 2 Available Funds remaining after giving effect to distributions pursuant to priority FIRST through FOURTH above 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 Subordinate Certificates then outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Class II-P Certificates and (iii) no distribution will be made in respect of the Class II-P Certificate Deferred Amount on or after the Cross-Over Date. (C) on each Distribution Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: FIRST, to the interest-bearing Classes of Group 3 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 3 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the interest-bearing Classes of Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; and THIRD, to the Group 3 Senior Certificates (other than the Class III-X and Class III-P Certificates), in reduction of the Current Principal Amount thereof, the Group 3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; fOURTH, to the Class III-P Certificates, the Class III-P Certificate Principal Distribution Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of such class has been reduced to zero; and FIFTH, to the Class III-P Certificates, the Class III-P Certificate Deferred Amount, provided, that (i) on any Distribution Date, distributions pursuant to this priority FIFTH shall not exceed the excess, if any, of (x) Group 3 Available Funds remaining after giving effect to distributions pursuant to priority FIRST through FOURTH above 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 Subordinate Certificates then outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Class III-P Certificates and (iii) no distribution will be made in respect of the Class III-P Certificate Deferred Amount on or after the Cross-Over Date. (D) Except as provided in paragraphs (E) and (F) below, on each Distribution Date on or prior to the Distribution Date on which the Current Principal Amounts of the Subordinate Certificates are reduced to zero, an amount equal to the sum of the remaining Group 1, Group 2 and Group 3 Available Funds after the distributions in (A), (B) and (C) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the sum of the remaining Group 1, Group 2 and Group 3 Available Funds; (E) On each Distribution Date prior to the Cross-Over Date but after the reduction of the Current Principal Amount of any of the Group 1, Group 2 or Group 3 Senior Certificates (other than the related Interest Only Certificates) to zero, the remaining Class or Classes of Senior Certificates (other than the related Interest Only Certificates and Principal Only Certificates) will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Mortgage Loan Group allocated to such Senior Certificates, 100% of the Non-PO Percentage of Principal Prepayments on any Mortgage Loan in the Mortgage Loan Group relating to the fully repaid Class or Classes of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 5.70% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (E) will not be made. (F) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates (other than the related Principal Only Certificates) would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Mortgage Loan Group (other than the PO Percentage of the related Discount Mortgage Loans) and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Mortgage Loan Group (other than the PO Percentage of the related Discount Mortgage Loans), and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on a balance equal to the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Loan Group (other than the PO Percentage of the related Discount Mortgage Loans). Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates; (G) If, after distributions have been made pursuant to priorities first and second of clauses (A), (B) and (C) above on any Distribution Date, the remaining Group 1, Group 2 or Group 3 Available Funds are less than the sum of the Group 1, Group 2 and Group 3 Senior Optimal Principal Amounts, respectively and the Class I-P, Class II-P and Class III-P Principal Distribution Amounts, respectively, such amounts shall be reduced, and such remaining funds will be distributed on the related Senior Certificates (other than the related Interest Only Certificates) on the basis of such reduced amount. Notwithstanding any reduction in principal distributable to the Principal Only Certificates pursuant to this paragraph, the principal balance of the Principal Only Certificates shall be reduced not only by principal so distributed but also by the Class P Certificate Cash Shortfall. The Class P Certificate Cash Shortfall for any Principal Only Certificate with respect to any Distribution Date will be added to the related Class P Certificate Deferred Amount. (b) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto and payment of amounts due and owing to the Insurer as described above, will be distributed to the Class R-III Certificates; provided, that if on any Distribution Date there are any Group 1, Group 2 or Group 3 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto and payment of amounts due and owing to the Insurer, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (e) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (f) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs. (g) Notwithstanding the priorities relating to distributions of principal among the Insured Certificates described above, on any Distribution Date, distributions in respect of principal on the Insured Certificates will be allocated among the Holders of the Insured Certificates as set forth in Section 6.10. On each Distribution Date on which amounts are available for distributions in reduction of the Current Principal Amount of the Insured Certificates (including, for purposes of this paragraph, the portion of any Insured Payment allocable to principa

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 October 2003, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 I Available Funds will be distributed to the Group 1 I Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Class R-I, Class R-II, Class I-A-1 and Class I-A-2 Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Class R-I, Class R-II, Class I-A-1 and Class I-A-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 Senior Certificates as described below; (ii) ; SECOND, to the Group 1 Senior Class R-I, Class R-II, Class I-A-1 and Class I-A-2 Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; andTHIRD, to the Class R-I Certificates and Class R-II Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of each such Class has been reduced to zero; and FOURTH, to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: FIRST, to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-1 Certificates and Class II-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and THIRD, to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (iii) THIRDon each Distribution Date, the Group 1 III Available Funds will be distributed to the Group III Senior Certificates as follows: FIRST, to the Class III-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class III-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group III Available Funds; and THIRD, to the Class III-A Certificates, in reduction of the Current Principal Amount thereof, the Group III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group III Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (iv) on each Distribution Date, the Group IV Available Funds will be distributed to the Group IV Senior Certificates as follows: FIRST, to the Class IV-A-1 Certificates and Class IV-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class IV-A-1 Certificates and Class IV-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class IV-A-1 Certificates and Class IV-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group IV Available Funds; and THIRD, to the Class IV-A-1 Certificates and Class IV-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group IV Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group IV Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (v) on each Distribution Date, the Group V Available Funds will be distributed to the Group V Senior Certificates as follows: FIRST, to the Class V-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class V-A Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class V-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group V Available Funds; and THIRD, to the Class V-A Certificates, in reduction of the Current Principal Amount thereof, the Group V Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group V Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (vi) Except as provided in clauses (vii) and (viii) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group I, Group II, Group III, Group IV and Group V Available Funds after the distributions in clauses (i), (ii), (iii), (iv) and (v) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (A) the Accrued Certificate Interest thereon for such Distribution Date, (B) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (C) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 I, Group II, Group III, Group IV and Group V Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (avii) 7.6811397091On each Distribution Date prior to the Cross-Over Date but after the reduction of the Current Principal Amount of the Group I, Group II, Group III, Group IV or Group V Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group 1 Senior Optimal Principal Distribution Amount relating to the fully repaid Class I-A-1 or Classes of Senior Certificates; provided, however, that if (A) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (vii) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (viii) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group and any Subordinate Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (A) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group, and (B) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i), (ii), (iii), (iv) and (v) above on any Distribution Date, the remaining Group I, Group II, Group III, Group IV or Group V Available Funds are less than the Group I, Group II, Group III, Group IV and Group V Senior Optimal Principal Amounts, respectively, such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates; provided that if on any Distribution Date there are any Group I, Group II, Group III, Group IV or Group V Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-II Certificates. (d) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Class Certificate has been reduced to zero; and. (bf) 92.3188602909% If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Group 1 Senior Optimal Principal Certificates of the related Classes entitled to such amounts on subsequent Distribution Amount shall be distributed sequentiallyDates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2003 December 2005, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On . In addition, on the first Distribution DateDate occurring December 2005, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) Class R-1 Deposit will be distributed to the Holders of the Class R-I Certificates and the Class R-2 Deposit will be distributed to the Holders of the Class R-II Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 I Available Funds will be distributed to the Group 1 I Senior Certificates as follows: (i) FIRST: first, to the Group 1 Senior Class I-A-1 Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest accrued interest on the Group 1 Senior Class I-A-1, Class R-I and Class R-II 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 described below; (ii) SECOND; second, to the Group 1 Senior Class I-A-1 Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; and (iii) THIRDand third, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of such Class has been reduced to zero; and. (bii) 92.3188602909% of on each Distribution Date, the Group 1 Senior Optimal Principal Distribution Amount shall II Available Funds will be distributed sequentiallyto the Group II Senior Certificates as follows: first, to the Class III-A-2A-1 Certificates the Accrued Certificate Interest on such Class for such Distribution Date. As described below, accrued interest on the Class III-A-3A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class III-A-4A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and third, to the Class III-A-5A-1 Certificates, in reduction of the Current Principal Amounts thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amount of such Class Ihas been reduced to zero. (iii) on each Distribution Date, the Group III Available Funds will be distributed to the Group III Senior Certificates as follows: first, to the Class III-A-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, accrued interest on the Class III-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class III-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group III Available Funds; and third, to the Class III-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group III Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (iv) on each Distribution Date, the Group IV Available Funds will be distributed to the Group IV Senior Certificates as follows: first, to the Class IV-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, accrued interest on the Class IV-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class IV-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group IV Available Funds; and third, to the Class IV-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group IV Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group IV Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (v) on each Distribution Date, the Group V Available Funds will be distributed to the Group V Senior Certificates as follows: first, to the Class V-A-1 Certificates and Class V-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, accrued interest on the Class V-A-1 Certificates and Class V-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class V-A-1 Certificates and Class V-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous distribution dates, to the extent of remaining Group V Available Funds; and

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Securities Administrator monthly on each Distribution Date, commencing in January 2003 October 2006, as instructed by the Master Servicer, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date, the Group 1 4 Available Funds will be distributed to in the following order of priority among the Group 1 Senior 4 Certificates except as follows: (i) FIRSTotherwise noted: first, to the Group 1 Senior Class AV-1A, Class AV-1B and Class A-R Certificates, including the related Componentspro rata, the Accrued Certificate Interest on each such Class or Component class of Group 4 Certificates for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND; second, to the Group 1 Senior Class AV-1A, Class AV-1B and Class A-R Certificates, on a pro rata basis, including the related Componentsrata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 4 Available Funds, any shortfall in available amounts being allocated to the Group 4 Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each class of Group 4 Certificates for such Distribution Date; and (iii) THIRDand third, to the Class AV-1A, Class AV-1B and Class A-R Certificates, pro rata, in reduction of the Class Certificate Balances thereof, the Group 1 4 Senior Optimal Principal Distribution Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Class Certificate Balances of such Classes have been reduced to zero. (B) On each Distribution Date, the Group 5 Available Funds will be distributed in the following order of priority among the Group 5 Certificates except as otherwise noted: first, to the Class AV-2A and Class AV-2B Certificates, pro rata, the Accrued Certificate Interest on each class of Group 5 Certificates for such Distribution Date; second, to the Class AV-2A and Class AV-2B, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 5 Available Funds, any shortfall in available amounts being allocated to the Group 5 Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each class of Group 5 Certificates for such Distribution Date; and third, to the Class AV-2A and Class AV-2B Certificates, pro rata, in reduction of the Class Certificate Balances thereof, the Group 5 Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group 5 Available Funds, until the Class Certificate Balances of such Classes have been reduced to zero. (C) [Reserved.] (D) [Reserved.] (E) [Reserved.] (F) [Reserved.] (G) On each Distribution Date on or prior to the Credit Support Depletion Date, an amount equal to the sum of the remaining Group 4 Available Funds and Group 5 Available Funds after the distributions in clauses (A) through (E) above and after any distributions required to be made pursuant to clauses (H) and (I) below, will be distributed sequentially, in the following order, to the Class MV-1, Class MV-2, Class MV-3, Class BV-1, Class BV-2 and Class BV-3 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Subordinate Principal Distribution Amount for such Distribution Date, in each case, case to the extent of the remaining Group 1 Available Funds. (H) On each Distribution Date prior to the Credit Support Depletion Date but after the reduction of the aggregate Class Certificate Balance of the related Senior Certificates of a related Loan Group to zero, shall the remaining Class or Classes of related Senior Certificates will be distributed concurrently as followsentitled to receive in reduction of their Class Certificate Balances, except as provided pro rata, based upon their respective Class Certificate Balances immediately prior to such Distribution Date, in clause (C) below: addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates; provided, however, that if both (a) 7.6811397091the weighted average of the Subordinate Percentage equals or exceeds 200% of the Group 1 Senior Optimal original weighted average of the Subordinate Percentage as of the Closing Date on or after the Distribution Date in October 2009 and (b) the aggregate Stated Principal Distribution Amount Balance of the Mortgage Loans delinquent 60 days or more, averaged over the last six months, as a percentage of the aggregate Class Certificate Balance of the Class M Certificates and Class B Certificates, does not exceed 50%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (H) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid class or classes of Senior Certificates will be allocated to the Subordinate Certificates. (I) If on any Distribution Date on which the aggregate Class I-A-1 Certificate Balance of any Class or Classes of Senior Certificates would be greater than the aggregate Stated Principal Balance of the Mortgage Loans in its related Loan Group (the amount of such excess, the "Undercollateralized Amount," and any such Class or Classes of Senior Certificates, the "Undercollateralized Senior Certificates") and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to the Undercollateralized Senior Certificates in reduction of the Current Principal Amount Class Certificate Balances thereof, until the Current Principal Amount aggregate Class Certificate Balance of such Class or Classes of Undercollateralized Senior Certificates is equal to the aggregate Stated Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Undercollateralized Senior Certificates pursuant to clause first of clauses (A), (B), (C), (D), or (E) above, as applicable, in an amount equal to the Accrued Certificate Interest at the Pass-Through Rate for such Class or Classes of Undercollateralized Senior Certificates for such Distribution Date on a balance equal to the related Undercollateralized Amount. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated to the Class BV-3, Class BV-2, Class BV-1, Class MV-3, Class MV-2 and Class MV-1 Certificates, in that order. On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class A-R Certificates; provided that if on any Distribution Date on and after the Credit Support Depletion Date there are any Group 4 and Group 5 Available Funds remaining after payment of interest and principal to a Class or Classes of Senior Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Class Certificate Balances, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class A-R Certificates. In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such amounts into the Master Servicer Collection Account pursuant to Section 4.01(a). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of Subordinate Certificates with the highest payment priority to which Realized Losses have been allocated, including any Class of Subordinate Certificates to which a Realized Loss was previously allocated and whose Class Certificate Balance has been reduced to zero; and, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02. The amount of any remaining Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of Certificates with the next highest payment priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02, and so on. Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate Interest 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 Class Certificate Balance of each Certificate of such Class in accordance with its respective Percentage Interest. (bJ) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount Any Prepayment Penalties shall be distributed sequentially, to the Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-P Certificates.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group I for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account to the extent of funds on deposit with respect to Loan Group I therein and distributed for such Distribution Date, in the following order of priority: First, from Interest Funds, from Loan Group I, on each Distribution Date on and after the Distribution Date in October 2016, if applicable, to the Final Maturity Reserve Account, an amount equal to the Coupon Strip for such Distribution Date. Second, from Interest Funds, from Loan Group I, to pay any accrued and unpaid interest on the Class I-A Certificates and Class I-B Certificates in the following order of priority: 1. to each Class of Class I-A Certificates and the Class I-X Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group I to the extent necessary to meet a level of overcollateralization equal to the Group 1 Available Funds shall I Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group I and will be included as part of the Group I Principal Distribution Amount and distributed in accordance with Third (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group I will be the Remaining Excess Spread with respect to Loan Group I and will be applied, together with the Group I Overcollateralization Release Amount, as Excess Cashflow for Loan Group I pursuant to clauses Fourth through Seventeenth below. Third, to pay as principal on the Class I-A Certificates and Class I-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group I Trigger Event is in effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows: (A) on 1. to each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Class of Class I-A Certificates as follows: (i) FIRST, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, basis until the Current Principal Amount of each such Class has been is reduced to zero; and; (b) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentially, 2. to the Class I-A-2B-1 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-A-3B-2 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-A-4B-3 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-A-5B-4 Certificates, Class I-A-any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero;

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 October 2002, in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) ; SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) and THIRD, sequentially, in the following order, to the Class R-I, Class R-II, Class R-III and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero; (B) on each Distribution Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: FIRST, to the Group 2 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 2 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; and THIRD, to the Class II-A-1 Certificates and Class II-A-2 Certificates, pro rata, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero; (C) on each Distribution Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: FIRST, to the Group 3 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 3 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; and THIRD, to the Group 3 Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero; (D) Except as provided in (E) and (F) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2 and Group 3 Available Funds after the distributions in (A), (B) and (C) above will be distributed Sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B- 4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (aE) 7.6811397091On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1, Group 2 and Group 3 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group 1 Senior Optimal Principal Distribution Amount relating to the fully repaid Class I-A-1 of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.50% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (E) will not be made. (F) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i)(A), (B) or (C) above on any Distribution Date, the remaining Group 1, Group 2 and Group 3 Available Funds are less than the sum of the Group 1, Group 2 and Group 3 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group 1, Group 2 and Group 3 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Class Certificate has been reduced to zero; and. (bf) 92.3188602909% If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Group 1 Senior Optimal Principal Certificates of the related Classes entitled to such amounts on subsequent Distribution Amount shall be distributed sequentiallyDates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Securities Administrator monthly on each Distribution Date, commencing in January 2003 November 2005, as instructed by the Master Servicer or the Securities Administrator, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date, the Group 1 I Available Funds will be distributed to in the following order of priority among the Group 1 I Senior Certificates except as follows: (i) FIRSTotherwise noted: first, to the Group 1 Senior REMIC III I-A Certificates and Class I-A-IO Certificates, including the related Componentspro rata, the Accrued Certificate Interest on each such Class or Component of Group I Certificates for such Distribution Date. As described below, Accrued Certificate Interest on the each class of Group 1 Senior I Certificates is subject to reduction in the event of certain Net Interest Shortfalls interest shortfalls allocable thereto. Any Net Interest Shortfalls interest shortfalls shall be allocated among the Group 1 Senior I Certificates as described below; (ii) SECOND; second, to the Group 1 Senior REMIC III I-A Certificates and Class I-A-IO Certificates, on a pro rata basis, including the related Componentsrata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds, any shortfall in available amounts being allocated to the Group I Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each Class of Group I Certificates for such Distribution Date; and (iii) THIRDand third, to the REMIC III I-A Certificates, in reduction of the Class Certificate Balance thereof, the Group 1 I Senior Optimal Principal Distribution Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Class Certificate Balance of such Class has been reduced to zero. (B) On each Distribution Date, the Group II Available Funds will be distributed in the following order of priority among the Group II Senior Certificates except as otherwise noted: first, to the REMIC III II-A Certificates and Class II-A-IO Certificates, pro rata, the Accrued Certificate Interest on each class of Group II Certificates for such Distribution Date. As described below, Accrued Certificate Interest on each class of Group II Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated among the Group II Certificates as described below; second, to the REMIC III II-A Certificates and Class II-A-IO Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds, any shortfall in available amounts being allocated to the Group II Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each Class of Group II Certificates for such Distribution Date; and third, to the REMIC III II-A Certificates, in reduction of the Class Certificate Balance thereof, the Group II Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Class Certificate Balance of such Class has been reduced to zero. (C) On each Distribution Date, the Group III Available Funds will be distributed in the following order of priority among the Group III Senior Certificates except as otherwise noted: first, to the REMIC III III-A Certificates and Class III-A-IO Certificates, pro rata, the Accrued Certificate Interest on each class of Group III Certificates for such Distribution Date. As described below, Accrued Certificate Interest on each class of Group III Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated among the Group III Certificates as described below; second, to the REMIC III III-A Certificates and Class III-A-IO Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group III Available Funds, any shortfall in available amounts being allocated to the Group III Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each Class of Group III Certificates for such Distribution Date; and third, to the REMIC III III-A Certificates, in reduction of the Class Certificate Balance thereof, the Group III Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group III Available Funds, until the Class Certificate Balance of such Class has been reduced to zero. (D) On each Distribution Date, the Group IV Available Funds will be distributed in the following order of priority among the Group IV Senior Certificates except as otherwise noted: first, to the Class IV-A Certificates and Class IV-A-IO Certificates, pro rata, the Accrued Certificate Interest on each class of Group IV Certificates for such Distribution Date. As described below, Accrued Certificate Interest on the Group IV Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated among the Group IV Certificates as described below; second, to the Class IV-A Certificates and Class IV-A-IO Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group IV Available Funds, any shortfall in available amounts being allocated to the Class IV-A Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each class of Group IV Certificates for such Distribution Date; and third, to the Class IV-A Certificates, in reduction of the Class Certificate Balance thereof, the Group IV Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group IV Available Funds, until the Class Certificate Balance of such class has been reduced to zero; (E) On each Distribution Date, the Group V Available Funds will be distributed in the following order of priority to the Group V Certificates except as otherwise noted: first, to the Class V-A Certificates and Class V-A-IO Certificates, pro rata, the Accrued Certificate Interest on each class of Group V Certificates for such Distribution Date. As described below, Accrued Certificate Interest on the Class V-A Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated to the Class V-A Certificates as described below; second, to the Class V-A Certificates and Class V-A-IO Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group V Available Funds, any shortfall in available amounts being allocated to the Group V Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each class of Group V Certificates for such Distribution Date; and third, to the Class V-A Certificates, in reduction of the Class Certificate Balance thereof, the Group V Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group V Available Funds, until the Class Certificate Balance of such class has been reduced to zero; (F) On each Distribution Date on or prior to the Distribution Date on which the Class Certificate Balances of the Subordinate Certificates are reduced to zero (the “Credit Support Depletion Date”), an amount equal to the sum of the remaining Group I, Group II, Group III, Group IV and Group V Available Funds after the distributions in clauses (A), (B), (C), (D) and (E) above and after any distributions required to be made pursuant to clauses (G) and (H) below, will be distributed first, sequentially, in the following order, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in each case up to an amount equal to the Accrued Certificate Interest thereon for such Distribution Date, second, sequentially, in the following order, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and third, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates such Class’s Subordinate Principal Distribution Amount for such Distribution Date, in each case, case to the extent of the remaining Group 1 Available Funds. (G) On each Distribution Date prior to the Credit Support Depletion Date but after the reduction of the aggregate Class Certificate Balance of the Senior Certificates of a Certificate Group to zero, shall the remaining Class or Classes of Senior Certificates in the remaining Certificate Group or Groups, will be distributed concurrently as followsentitled to receive in reduction of their Class Certificate Balances, except as provided pro rata based upon their Class Certificate Balances immediately prior to such Distribution Date, in clause (C) below: addition to any principal payments related to such remaining Senior Certificates’ respective Loan Group allocated to such Senior Certificates, 100% of the principal payments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates of the fully repaid Certificate Group; provided, however, that if both (a) 7.6811397091the weighted average Subordinate Percentage equals or exceeds 200% of the Group 1 Senior Optimal original Subordinate Percentage as of the Closing Date on or after the Distribution Date in November 2008 and (b) the aggregate Stated Principal Distribution Amount Balance of the Mortgage Loans delinquent 60 days or more, averaged over the last six months, as a percentage of the aggregate Class Certificate Balance of the Class M Certificates and Class B Certificates, does not exceed 100%, then the additional allocation of principal payments to the Senior Certificates in accordance with this clause (G) will not be made and 100% of the principal payments on any Mortgage Loan in the Loan Group relating to the fully repaid Class I-A-1 or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (H) If on any Distribution Date on which the aggregate Class Certificate Balance of any Class or Classes of Senior Certificates would be greater than the aggregate Stated Principal Balance of the Mortgage Loans in its related Loan Group (the amount of such excess, the “Undercollateralized Amount,” and any such Class or Classes of Senior Certificates, the “Undercollateralized Senior Certificates”) and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to the Undercollateralized Senior Certificates in reduction of the Current Principal Amount Class Certificate Balances thereof, until the Current Principal Amount aggregate Class Certificate Balance of such Class or Classes of Undercollateralized Senior Certificates is equal to the aggregate Stated Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Undercollateralized Senior Certificates pursuant to clause first of clauses (A), (B), (C), (D) or (E) above, as applicable, in an amount equal to the Accrued Certificate Interest at the Pass-Through Rate for such Class or Classes of Undercollateralized Senior Certificates for such Distribution Date on a balance equal to the related Undercollateralized Amount. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated to the Class B-3, Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1 Certificates, in that order. On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date on and after the Credit Support Depletion Date there are any Group I, Group II, Group III, Group IV or Group V Available Funds remaining after payment of interest and principal to a Class or Classes of Senior Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Class Certificate Balances, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. It is not anticipated that there will be any significant amounts remaining for such distribution. In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such amounts into the Protected Account pursuant to Section 4.01(a). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of Subordinate Certificates with the highest payment priority to which Realized Losses have been allocated, including any class of certificates to which a realized loss was previously allocated and whose Class Certificate Balance has been reduced to zero; and (b) 92.3188602909% , but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02(a). The amount of any remaining Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Group 1 Senior Optimal Principal Class of Certificates with the next highest payment priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02(a), and so on. Holders of such Certificates will not be entitled to any payment in respect of Current Interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Amount Date on which such increase occurs. Any such increases shall be distributed sequentially, applied to the Class I-A-2, Certificate Balance of each Certificate of such Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-in accordance with its respective Percentage Interest.

Distributions on the Certificates. (a) Interest and principal on the Certificates (other than the Interest Only Certificates) will be distributed monthly on each Distribution Date, commencing in January 2003 June 2003, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) ; SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) and THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Datesequentially, in each casethe following order, to the extent of remaining Group 1 Available FundsClass R-I, shall be distributed concurrently as followsClass R-II, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class R-III and Class I-A-1 Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, in each case, until the Current Principal Amount of each such Class has been reduced to zero; (ii) on each Distribution Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: FIRST, to the Group 2 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 2 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 2 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; and THIRD, to the Class II-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (iii) on each Distribution Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: FIRST, to the Group 3 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 3 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; andSECOND, to the Group 3 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; and THIRD, to the Class III-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (iv) on each Distribution Date, the Group 4 Available Funds will be distributed to the Group 4 Senior Certificates as follows: FIRST, to the Group 4 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 4 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 4 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; and THIRD, to the Class IV-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (v) Except as provided in (vi) and (vii) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2, Group 3 and Group 4 Available Funds after the distributions in (i), (ii), (iii) and (iv) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (A) the Accrued Certificate Interest thereon for such Distribution Date, (B) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (C) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Group 1, Group 2, Group 3 and Group 4 Available Funds. (vi) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of any of the Group 1, Group 2, Group 3 or Group 4 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates; provided, however, that if (A) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (vi) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (vii) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (A) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (B) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) 92.3188602909% If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i), (ii), (iii) and (iv) above on any Distribution Date, the remaining Group 1, Group 2, Group 3 or Group 4 Available Funds are less than the Group 1 1, Group 2, Group 3 or Group 4 Senior Optimal Principal Distribution Amount Amounts, respectively, such amount shall be reduced, and such remaining funds will be distributed sequentiallyon the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group 1, Group 2, Group 3 or Group 4 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Trustee monthly on each Distribution Date, commencing in January 2003 April 1997 in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date on or prior to the Cross-Over Date, an amount equal to the Group 1 Available Funds will be distributed to in the Group 1 Senior Certificates as follows: (i) FIRSTfollowing order of priority among the Certificates: first, to the Group 1 interest-bearing Classes of Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND; second, to the Group 1 interest-bearing Classes of Senior Certificates, on a pro rata basis, including the related Components, 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 or Component for such Distribution Date; andthird, to the Senior Certificates (other than the Class X Certificates) in reduction of the Current Principal Amounts thereof: (iiia) THIRDthe Senior Optimal Principal Amount, in the Group 1 Senior following order of priority: (i) to the Class A-10 Certificates, up to the Class A-10 Optimal Principal Amount for such Distribution Date, in each caseuntil their Current Principal Amounts have been reduced to zero; (ii) concurrently, to the extent of remaining Group 1 Available FundsClass R-1 and Class R-2 Certificates, shall be distributed concurrently as followspro rata, except as provided in clause (C) below:based upon their current Principal Amounts, until the respective Current Principal Amounts thereof have been reduced to zero; (aiii) 7.681139709154.3472155700% of the Group 1 Senior Optimal Principal Distribution Amount and 45.6527844300% concurrently to the Class I-A-1 Certificates and Class A-2 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of the Class A-1 Certificates has been reduced to zero; (iv) 58.1393255700% and 41.8606744300% concurrently to the Class A-3 Certificates and Class A-2 Certificates, until the Current Principal Amount of the Class A-3 Certificates has been reduced to zero; (v) 62.4996379400% and 37.5003620600% concurrently to the Class A-4 Certificates and the Class A-2 Certificates until the Current Principal Amount of the Class A-4 Certificates has been reduced to zero; (vi) 69.4433390800% and 30.5566609200% concurrently to the Class A-5 Certificates and the Class A-2 Certificates until the Current Principal Amount of the Class A-5 Certificates has been reduced to zero; (vii) 73.5261695800% and 26.4738304200% concurrently to the Class A-6 Certificates and Class A-2 Certificates, until the Current Principal Amounts thereof have been reduced to zero; (viii) sequentially to the Class A-7, Class A-8, Class A-9 Certificates, in that order, in each case until the Current Principal Amount of each such Class of Certificates has been reduced to zero; and (b) 92.3188602909% of the Group 1 Senior Optimal Class PO Principal Distribution Amount shall be distributed sequentially(as defined herein) for such Distribution Date, to the Class IPO Certificates until the Current Principal Amount thereof has been reduced to zero; fourth, the Class PO Deferred Amount for such Distribution Date to the Class PO Certificates; provided, that (i) on any Distribution Date, distributions pursuant to this priority (A) fourth, shall not exceed the excess, if any, of (x) the Available Funds remaining after giving effect to distributions pursuant to priorities (A) first through third above over (y) the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all Classes of Subordinate Certificates then outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Class PO Certificates and (iii) no distribution will be made in respect of the Class PO Deferred Amount after the Cross-A-2Over Date; and fifth, sequentially, in the following order, to the Class B-1, Class I-A-3B-2, Class I-A-4B- 3, Class I-A-5B-4, Class IB-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share of the Subordinate Optimal Principal Amount (as defined herein) for such Distribution Date. If, after distributions have been made pursuant to priorities (A) first and second above on any Distribution Date, remaining Available Funds are less than the sum of the Senior Optimal Principal Amount and the Class PO Principal Distribution Amount for such Distribution Date, such amounts shall be proportionately reduced, and such remaining Available Funds will be distributed on the Senior Certificates (other than the Class X Certificates) in accordance with clauses (a) and (b) of priority (A) third above on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class PO Certificates pursuant to this paragraph, the principal balance of the Class PO Certificates shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class PO Certificates in accordance with clause (b) of priority (A) third above and (ii) principal actually distributed to the Class PO Certificates after giving effect to this paragraph (the "Class PO Cash Shortfall"). The Class PO Cash Shortfall with respect to any Distribution Date will be added to the Class PO Deferred Amount. (B) On each Distribution Date after the Cross-A-Over Date, distributions of principal on the outstanding Senior Certificates (other than Class PO an Class X Certificates) will be made pro rata among all such Certificates, regardless of the allocation, or sequential nature, of principal payments described in priority (A) third above, based upon the then Current Principal Amounts of such Certificates, and interest will be distributed as described above with respect to Distribution Dates on or prior to the Cross-Over Date. (C) On each Distribution Date, any Available Funds remaining in REMIC I after payment of interest and principal as described above will be distributed to the Class R-1

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 November 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed to in the Group 1 Senior Certificates as follows: (i) FIRST, to following order of priority among the Group 1 Senior Certificates: first, including to the related ComponentsClass I-A Certificates, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND; second, to the Group 1 Senior Class I-A Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRDthird, sequentially, in the following order, to the Class R-I, Class R-II and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, to the Group 2 Senior Certificates, the Group 2 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of the Group 2 Senior Certificates has been reduced to zero. (C) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: first, to the Group 3 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; third, to the Group 3 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of the Group 3 Senior Certificates has been reduced to zero. (D) On each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed to the Group 4 Senior Certificates as follows: first, to the Group 4 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 4 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; third, to the Group 4 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of the Group 4 Senior Certificates has been reduced to zero. (E) Except as provided in (F) and (G) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2, Group 3 and Group 4 Available Funds after the distributions in (A), (B), (C) and (D) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (aF) 7.6811397091On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1, Group 2, Group 3 or Group 4 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group 1 Senior Optimal Principal Distribution Amount relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 9.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (I-A-1 Certificates) will not be made. (G) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities first and second of clauses (a)(i)(A), (B), (C) and (D) above on any Distribution Date, the remaining Group 1, Group 2, Group 3 or Group 4 Available Funds are less than the sum of the Group 1, Group 2, Group 3 or Group 4 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates; provided that if on any Distribution Date there are any Group 1, Group 2, Group 3 or Group 4 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-II Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Class Certificate has been reduced to zero; and. (bf) 92.3188602909% If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Group 1 Senior Optimal Principal Certificates of the related Classes entitled to such amounts on subsequent Distribution Amount shall be distributed sequentiallyDates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Securities Administrator monthly on each Distribution Date, commencing in January 2003 June 2007, as instructed by the Master Servicer, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date, the Group 1 3 Available Funds will be distributed to in the following order of priority among the Group 1 Senior 3 Certificates except as follows: (i) FIRSTotherwise noted: first, to the Group 1 Senior Class AV-1, Class AV-2 and Class AV-IO Certificates, including the related Componentspro rata, the Accrued Certificate Interest on each such Class or Component class of Group 3 Certificates for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND; second, to the Group 1 Senior Class AV-1, Class AV-2 and Class AV-IO Certificates, on a pro rata basis, including the related Componentsrata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 3 Available Funds, any shortfall in available amounts being allocated to the Group 3 Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each class of Group 3 Certificates for such Distribution Date; and (iii) THIRDand third, to the Class AV-1 and Class AV-2 Certificates, pro rata, in reduction of the Class Certificate Balances thereof, the Group 1 3 Senior Optimal Principal Distribution Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Class Certificate Balances of such Classes have been reduced to zero. (B) On each Distribution Date on or prior to the Credit Support Depletion Date, an amount equal to the sum of the remaining Group 3 Available Funds after the distributions in clause (A) above will be distributed sequentially, in the following order, to the Class MV-1, Class MV-2, Class MV-3, Class BV-1, Class BV-2 and Class BV-3 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Subordinate Principal Distribution Amount for such Distribution Date, in each case, case to the extent of the remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause . (C) below: (a) 7.6811397091% On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Group 1 Senior Optimal Principal Distribution Amount Classes of Certificates entitled thereto, as described above, will be distributed to the Class IA-A-1 R Certificates. (D) In addition to the foregoing distributions, in reduction with respect to any Subsequent Recoveries, the Master Servicer shall deposit such amounts into the Master Servicer Collection Account pursuant to Section 4.01(a). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Current Principal Amount thereofClass of Subordinate Certificates with the highest payment priority to which Realized Losses have been allocated, until the Current Principal Amount including any Class of such Subordinate Certificates to which a Realized Loss was previously allocated and whose Class Certificate Balance has been reduced to zero; and, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02. The amount of any remaining Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of Certificates with the next highest payment priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02, and so on. Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate Interest 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 Class Certificate Balance of each Certificate of such Class in accordance with its respective Percentage Interest. (bE) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount Any Prepayment Charges shall be distributed sequentially, to the Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-P Certificates.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 February 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed to in the Group 1 Senior Certificates as follows: (i) FIRST, to following order of priority among the Group 1 Senior Certificates: first, including to the related ComponentsGroup I Senior Certificates, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND; second, to the Group 1 I Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRDthird, sequentially, in the following order, to the Class R-I, Class R-II and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, to the Group 2 Senior Certificates, the Group 2 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of the Group 2 Senior Certificates has been reduced to zero. (C) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: first, to the Group 3 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; third, to the Group 3 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of the Group 3 Senior Certificates has been reduced to zero. (D) Except as provided in (E) and (F) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2 and Group 3 Available Funds after the distributions in (A), (B) and (C) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B- 4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (aE) 7.6811397091On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1, Group 2 or Group 3 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group 1 Senior Optimal Principal Distribution Amount relating to the fully repaid Class I-A-1 of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 9.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (E) will not be made. (F) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class has been reduced or Classes of Senior Certificates is an amount equal to zero; and (b) 92.3188602909% the aggregate Scheduled Principal Balance of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentiallyMortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class I-A-2or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-B-6 Certificates.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2003 October 2005, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account, for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows:: On the first distribution date, an amount equal to the Class X-1 Payment shall be distributed from Group I Available Funds to the Class X-1 Certificates, an amount equal to the Class X-2 Payment shall be distributed from Group II Available Funds to the Class X-2 Certificates and an amount equal to the Class X-3 Payment shall be distributed from Group III Available Funds to the Class X-3 Certificates. (Ai) on each Distribution Date, the Group 1 I Available Funds will be distributed to the Group 1 Senior I Certificates as follows: (i) FIRST: first, to the Group 1 Senior Class A-1 Certificates and Class X-1 Certificates, including the related Componentspro rata, the Accrued Certificate Interest on each such Class or Component for such Distribution Date; provided, however, the amount of Accrued Certificate Interest otherwise payable to the Class X-1 Certificates will be reduced (but not below zero) (i) first, by the amount of any Group I Carryover Shortfall Amounts on the Class A-1 Certificates for that Distribution Date not covered by the Group I Carryover Shortfall Reserve Fund Deposit, which will be deposited into the Group I Carryover Shortfall Reserve Fund for payment to the Class A-1 Certificates and (ii) second, by the amount necessary to maintain a balance in the Group I Carryover Shortfall Reserve Fund equal to the Group I Carryover Shortfall Reserve Fund Deposit, which shall be deposited in the Group I Carryover Shortfall Reserve Fund. As In addition, as described below, Accrued Certificate Interest accrued interest on the Group 1 Senior Class A-1 Certificates and Class X-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 Class A-1 Certificates and Class X-1 Certificates as described below; (ii) SECOND; second, to the Group 1 Senior extent of remaining related Available Funds, to the Class A-1 Certificates and Class X-1 Certificates, on a pro rata basisrata, including the related Components, any Accrued Certificate Interest thereon pursuant to first remaining undistributed from previous Distribution Dates; provided, however, the amount of unpaid Accrued Certificate Interest otherwise payable to the Class X-1 Certificates will be reduced (i) first, by the aggregate amount of any Group I Carryover Shortfall Amounts on the Class A-1 Certificates for that Distribution Date not covered by the Group I Carryover Shortfall Reserve Fund Deposit, which will be deposited into the Group I Carryover Shortfall Reserve Fund for payment to the Class A-1 Certificates and (ii) second, by the amount necessary to maintain a balance in the Group I Carryover Shortfall Reserve Fund equal to the Group I Carryover Shortfall Reserve Fund Deposit, which shall be deposited in the Group I Carryover Shortfall Reserve Fund; third, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, Certificates in reduction of the Current Principal Amount thereof, the Senior Optimal Principal Amount for the Class A-1 Certificates for such Distribution Date, to the extent of remaining Group I related Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Certificates as follows: first, to the Class A-2 Certificates and Class X-2 Certificates, pro rata, the Accrued Certificate Interest on each such Class for such Distribution Date; andprovided, however, the amount of Accrued Certificate Interest otherwise payable to the Class X-2 Certificates will be reduced (but not below zero) (i) first, by the amount of any Group II Carryover Shortfall Amounts on the Class A-2 Certificates for that Distribution Date not covered by the Group II Carryover Shortfall Reserve Fund Deposit, which will be deposited into the Group II Carryover Shortfall Reserve Fund for payment to the Class A-2 Certificates and (ii) second, by the amount necessary to maintain a balance in the Group II Carryover Shortfall Reserve Fund equal to the Group II Carryover Shortfall Reserve Fund Deposit, which shall be deposited in the Group II Carryover Shortfall Reserve Fund. In addition, as described below, accrued interest on the Class A-2 Certificates and the Class X-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 Class A-2 Certificates and the Class X-2 Certificates as described below; second, to the extent of remaining related Available Funds, to the Class A-2 Certificates and Class X-2 Certificates, pro rata, the Accrued Certificate Interest thereon pursuant to first remaining undistributed from previous Distribution Dates; provided, however, the amount of unpaid Accrued Certificate Interest otherwise payable to the Class X-2 Certificates will be reduced (i) first, by the aggregate amount of any Group II Carryover Shortfall Amounts on the Class A-2 Certificates for that Distribution Date not covered by the Group II Carryover Shortfall Reserve Fund Deposit, which will be deposited into the Group II Carryover Shortfall Reserve Fund for payment to the Class A-2 Certificates and (ii) second, by the amount necessary to maintain a balance in the Group II Carryover Shortfall Reserve Fund equal to the Group II Carryover Shortfall Reserve Fund Deposit, which shall be deposited in the Group II Carryover Shortfall Reserve Fund; and third, to the Class A-2 Certificates in reduction of the Current Principal Amount thereof, the Senior Optimal Principal Amount for the Class A-2 Certificates for such Distribution Date, to the extent of remaining Group II related Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (iii) on each Distribution Date, the Group III Available Funds will be distributed to the Group III Certificates as follows: first, to the Class A-3 Certificates and Class X-3 Certificates, pro rata, the Accrued Certificate Interest on each such Class for such Distribution Date; provided, however, that the amount of Accrued Certificate Interest otherwise payable to the Class X-3 Certificates will be reduced (i) first, by the amount of any Group III Carryover Shortfall Amounts on the Class A-3 Certificates for that Distribution Date not covered by the Group III Carryover Shortfall Reserve Fund Deposit, which will be deposited into the Group III Carryover Shortfall Reserve Fund for payment to the Class A-3 Certificates and (ii) second, by the amount necessary to maintain a balance in the Group III Carryover Shortfall Reserve Fund equal to the Group III Carryover Shortfall Reserve Fund Deposit, which shall be deposited in the Group III Carryover Shortfall Reserve Fund. In addition, as described below, accrued interest on the Class A-3 Certificates and the Class X-3 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among the Class A-3 Certificates and the Class X-3 Certificates as described below; second, to the extent of remaining related Available Funds, to the Class A-3 Certificates and Class X-3 Certificates, pro rata, the Accrued Certificate Interest thereon pursuant to first remaining undistributed from previous Distribution Dates; provided, however, the amount of unpaid Accrued Certificate Interest otherwise payable to the Class X-3 Certificates will be reduced (i) first, by the aggregate amount of any Group III Carryover Shortfall Amounts on the Class A-3 Certificates for that Distribution Date not covered by the Group III Carryover Shortfall Reserve Fund Deposit, which will be deposited into the Group III Carryover Shortfall Reserve Fund for payment to the Class A-3 Certificates and (ii) second, by the amount necessary to maintain a balance in the Group III Carryover Shortfall Reserve Fund equal to the Group III Carryover Shortfall Reserve Fund Deposit, which shall be deposited in the Group III Carryover Shortfall Reserve Fund; and third, to the Class A-3 Certificates in reduction of the Current Principal Amount thereof, the Senior Optimal Principal Amount for the Class A-3 Certificates for such Distribution Date, to the extent of remaining Group III necessary to reduce the percentage of amounts remaining in the Pre-Funding Reserve Account of the then aggregate Current Principal Amount of the Certificates to less than 1% related Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (iv) Except as provided in paragraphs (v) and (vi) below, on each Distribution Date on or prior to the Distribution Date on which the Current Principal Amounts of the Subordinate Certificates are reduced to zero, such date being referred to herein as the Cross-Over Date, an amount equal to the sum of the remaining Available Funds with respect to each loan group after the distributions in clauses (i), (ii) and (iii) above will be distributed in the following order: first, to the Class X-B Certificates, (a) the Accrued Certificate Interest thereon for such distribution date, and in the case of the first distribution date, an amount equal to the Class X-B Payment shall be distributed from remaining Available Funds with respect to each Loan Group and (b) any Accrued Certificate Interest thereon remaining undistributed from previous distribution dates, in each case to the extent of the remaining Available Funds with respect to each loan group; provided, however, in each case the amount of Accrued Certificate Interest otherwise payable to the Class X-B Certificates will be reduced (i) first, by the aggregate amount of any Subordinate Carryover Shortfall Amounts on the Class B-1, Class B-2 and Class B-3 Certificates for that Distribution Date not covered by the Subordinate Carryover Shortfall Reserve Fund Deposit, which will be deposited into the Subordinate Carryover Shortfall Reserve Fund for payment to the related Subordinate Certificates and (ii) second, by the amount necessary to maintain a balance in the Subordinate Carryover Shortfall Reserve Fund equal to the Subordinate Carryover Shortfall Reserve Fund Deposit, which will be deposited in the Subordinate Carryover Shortfall Reserve Fund; and second, sequentially to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date and in the case of the Class B-1, Class B-2 and Class B-3 Certificates (including any Carryover Shortfall Amounts due from amounts otherwise payable to the Class X-B Certificates to the Class B-1, Class B-2 and Class B-3 Certificates), (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates (including any Carryover Shortfall Amounts due from amounts otherwise payable to the Class X-B Certificates to the Class B-1, Class B-2 and Class B-3 Certificates) and (3) such class’s Allocable Share for such Distribution Date, in each case, to the extent of the remaining Available Funds with respect to each loan group. (v) On each Distribution Date prior to the Cross-Over Date but after the reduction of the Current Principal Amount of all of the Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates’ respective Loan Group allocated to such Senior Certificates, 100% of the Principal Prepayments on any mortgage loan in the Loan Group or Groups relating to the Class or Classes of Senior Certificates of the fully repaid Certificate Group; provided, however, that if (A) the weighted average of the related Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the related Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the mortgage loans delinquent 60 days or more (including for this purpose any such mortgage loans in foreclosure and bankruptcy and mortgage loans with respect to which the related mortgaged property has been acquired by the trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 50%, then the additional allocation of Principal Prepayments to the related Senior Certificates in accordance with this paragraph (E) will not be made and 100% of the Principal Prepayments on any mortgage loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (vi) If on any Distribution Date on which the aggregate Current Principal Amount of the Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the mortgage loans in its related Loan Group and any Subordinate Certificates are still outstanding, in each case, after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to the Group I, Group II and Group III Certificates, pro rata, based upon their Current Principal Amounts immediately prior to such Distribution Date, in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of the Group I, Group II and Group III Senior Certificates, as applicable, is equal to the aggregate Scheduled Principal Balance of the mortgage loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of the Group I, Group II and Group III Senior Certificates, as applicable, over (y) the aggregate Scheduled Principal Balance of the mortgage loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates’ numerical designations, commencing with the Class B-6 Certificates. (b) 92.3188602909% If, after distributions have been made pursuant to priorities first and second of clauses (a)(i), (ii) and (iii) above on any Distribution Date, the remaining Group I, Group II, or Group III Available Funds are less than the Group 1 I, Group II and Group III Senior Optimal Principal Distribution Amounts, respectively, the Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed sequentiallyon the related Senior Certificates, on a pro rata basis, on the basis of such reduced amount. (c) For any Distribution Date, “pro rata” distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, “pro rata” distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (d) No Accrued Certificate Interest will be payable with respect to any Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (e) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 August 2004, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Certificates (other than the Class PO Certificates and prior to the Class A-3 Accretion Termination Date, the Class A-3 Certificates, including to the related Componentsextent of the Class A-3 Accrual Distribution Amount and prior to the Class A-6 Accretion Termination Date, the Class A-6 Certificates, to the extent of the Class A-6 Accrual Distribution Amount), on a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Certificates (other than the Class PO 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 described below; (ii) ; SECOND, to the Group 1 Senior Certificates (other than the Class PO Certificates and prior to the Class A-3 Accretion Termination Date, the Class A-3 Certificates, to the extent of the Class A-3 Accrual Distribution Amount and prior to the Class A-6 Accretion Termination Date, the Class A-6 Certificates, to the extent of the Class A-6 Accrual Distribution Amount), on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and THIRD, concurrently as follows: (i) to the extent of the remaining Available Funds related to Subgroup 1, to the Class A-1, Class A-2, Class A-3, Class A-4, Class R-I, Class R-II and Class R-III Certificates, as principal, the Subgroup 1 Principal Distribution Amount in the order set forth in Section 6.01(g) below; and (ii) to the extent of the remaining Available Funds related to Subgroup 2, to the Class A-5, Class A-6 and Class A-7 Certificates, as principal, the Subgroup 2 Principal Distribution Amount, in reduction of the Current Principal Amount, in the order set forth in Section 6.01(i) below; and (iii) THIRDto the extent of the remaining Available Funds related to Subgroup 3, to the Class A-8 Certificates, as principal, the Group 1 Senior Optimal Subgroup 3 Principal Distribution Amount, in reduction of the Current Principal Amount, until the Current Principal Amount thereof has been reduced to zero. FOURTH, to the Class PO Certificates, the Class PO Certificate Principal Distribution Amount for such Distribution Date to the extent of the remaining Available Funds, until the Current Principal Amount thereof has been reduced to zero; and FIFTH, to the Class PO Certificates, the Class PO Certificate Deferred Amount, provided, that such distributions shall not reduce the Current Principal Amount of the Class PO Certificates and (iii) no distribution will be made in respect of the Class PO Certificate Deferred Amount on or after the Cross-Over Date. (ii) On each Distribution Date on or prior to the Cross-Over Date, an amount equal to the remaining Available Funds after the distributions in clause (i) above will be distributed sequentially in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (A) the Accrued Certificate Interest thereon for such Distribution Date, (B) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (C) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds. (iii) If, after distributions have been made pursuant to priorities FIRST and SECOND of clause (a)(i) above on any Distribution Date, the remaining Available Funds related to Subgroup 1 is less than the sum of the Subgroup 1 and Class PO Principal Distribution Amount, the remaining Available Funds related to Subgroup 2 is less than the Subgroup 2 Principal Distribution Amount or the remaining Available Funds related to Subgroup 3 is less than the Subgroup 3 Principal Distribution Amount, such amounts shall be reduced, and such remaining Available Funds will be distributed concurrently on the related Senior Certificates (other than the Interest Only Certificates) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class PO Certificates pursuant to this paragraph, the principal balance of the Class PO Certificates shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class PO Certificates in accordance with priority FOURTH of clause (a)(i) above, and (ii) principal actually distributed to the Class PO Certificates after giving effect to this paragraph. The Class PO Certificate Cash Shortfall for the Class PO Certificates with respect to any Distribution Date will be added to the Class PO Certificate Deferred Amount. (b) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided, that if on any Distribution Date there are any Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (c) For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (d) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (e) If on any Distribution Date the Available Funds for the Senior Certificates is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (f) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs. (g) On each Distribution Date before the Cross-Over Date, an amount, up to the amount of the Subgroup 1 Principal Distribution Amount for that Distribution Date, will be distributed as principal as follows, except as provided in clause (C) below: (a1) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount sequentially to the Class R-I, Class R-A-1 II and Class R-III Certificates, in reduction of the Current Principal Amounts thereof, in each case until the Current Principal Amount thereof has been reduced to zero; (2) to the Class A-4 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero, in an amount equal to the Class A-4 Lockout Principal Amount; (3) to the Class A-1 Certificates and Class A-2 Certificates, on a pro rata basis, based on the Current Principal Amounts thereof, in reduction of such the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero; (4) to the Class A-3 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; and (b5) 92.3188602909% to the Class A-4 Certificates, in reduction of the Group Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero. (h) On each Distribution Date after the Cross-Over Date, an amount, up to the amount of the Subgroup 1 Senior Optimal Principal Distribution Amount shall for that Distribution Date, will be distributed sequentiallyto the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates on a pro rata basis, based on the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero. (i) On each Distribution Date before the Cross-Over Date, an amount, up to the amount of the Subgroup 2 Principal Distribution Amount for that Distribution Date, will be distributed as principal as follows: (1) to the Class A-7 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero, in an amount equal to the Class A-7 Lockout Principal Amount; (2) to the Class A-5 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; (3) to the Class A-6 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; and (4) to the Class A-7 Certificates, in reduction of the Current Principal Amount, until the Current Principal Amount thereof has been reduced to zero. (j) On each Distribution Date after the Cross-Over Date, an amount, up to the amount of the Subgroup 2 Principal Distribution Amount for that Distribution Date, will be distributed to the Class A-5, Class A-6 and Class A-7 Certificates on a pro rata basis, based on the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero. (k) On each Distribution Date, an amount, up to the amount of the Subgroup 3 Principal Distribution Amount for that Distribution Date, will be distributed as principal, to the Class IA-8 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero. (l) On each Distribution Date up to and including the Class A-3 Accretion Termination Date, the Class A-3 Accrual Distribution Amount will be distributed as principal to the Class A-1 Certificates and Class A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero. (m) On each Distribution Date up to and including the Class A-6 Accretion Termination Date, the Class A-6 Accrual Distribution Amount will be distributed as principal as to the Class A-5 Certificates in reduction of the Current Principal Amount thereof until the Current Principal Amount thereof has been reduced to zero. (n) On each Distribution Date prior to the Class A-3 Accretion Termination Date, an amount equal to the Accrued Certificate Interest that would otherwise be distributed on the Class A-3 Certificates shall be added to the Current Principal Amount of the Class A-3 Certificates to the extent that such amount is required to be distributed to the Holders of the Class A-1 Certificates and Class A-2 Certificates pursuant to Section 6.01(l). On or after the Class A-3 Accretion Termination Date, the entire amount of Accrued Certificate Interest on the Class A-3 Certificates for such Distribution Date shall be payable to the Holders of the Class A-3 Certificates, as interest, to the extent not required to reduce the Current Principal Amounts of the Class A-1 Certificates and Class A-2 Certificates to zero on such Class A-3 Accretion Termination Date; provided that if the Class A-3 Accretion Termination Date is the Cross-A-2over Date, the entire amount of Accrued Certificate Interest on the Class IA-3 Certificates for such Distribution Date will be paid to the Holders of the Class A-3 Certificates to the extent of Accrued Certificate Interest on such Class for the related Distribution Date. Any such Accrued Certificate Interest on the Class A-3 Certificates which is paid to the Holders of the Class A-1 Certificates and Class A-2 Certificates, in reduction of their Current Principal Amounts on the Class A-3 Accretion Termination Date will be added to the Current Principal Amounts of the Class A-3 Certificates in the manner described in the first sentence of this Section 6.01(n). (o) On each Distribution Date prior to the Class A-6 Accretion Termination Date, an amount equal to the Accrued Certificate Interest that would otherwise be distributed on the Class A-6 Certificates shall be added to the Current Principal Amount of the Class A-6 Certificates to the extent that such amount is required to be distributed to the Holders of the Class A-5 Certificates pursuant to Section 6.01(m). On or after the Class A-6 Accretion Termination Date, the entire amount of Accrued Certificate Interest on the Class A-6 Certificates for such Distribution Date shall be payable to the Holders of the Class A-6 Certificates, as interest, to the extent not required to reduce the Current Principal Amounts of the Class A-5 Certificates to zero on such Class A-6 Accretion Termination Date; provided that if the Class A-6 Accretion Termination Date is the Cross-A-3over Date, the entire amount of Accrued Certificate Interest on the Class I-A-4A-6 Certificates for such Distribution Date will be paid to the Holders of the Class A-6 Certificates to the extent of Accrued Certificate Interest on such Class for the related Distribution Date. Any such Accrued Certificate Interest on the Class A-6 Certificates which is paid to the Holders of the Class A-5 Certificates, in reduction of their Current Principal Amounts on the Class I-A-5, A-6 Accretion Termination Date will be added to the Current Principal Amounts of the Class I-A-A-6 Certificates in the manner described in the first sentence of this Section 6.01(o).

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 August 2005, in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (iiI) On each Distribution Date, the Group 1 Class I-A-2b Available Funds shall be distributed as follows: (A) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) FIRST, to the Group 1 Senior CertificatesSwap Counterparty, including the related Components, the Accrued Certificate Interest on each such Class or Component Swap Counterparty Payment for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND, to the Group 1 Senior extent of remaining Class I-A-2b Available Funds, to the Class I-A-2b Certificates, the Accrued Certificate Interest on a pro rata basisthe Class I-A-2b Certificates for such Distribution Date; (iii) THIRD, including to the related Componentsextent of remaining Class I-A-2b Available Funds, to the Class I-A-2b Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates; and (iv) FOURTH, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Class I-A-2b Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 A-2b Certificates, any principal distributions received from the related Underlying Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class thereof has been reduced to zero. (II) On each Distribution Date, the Class IV-A-1b Available Funds shall be distributed as follows: (i) FIRST, to the Swap Counterparty, the related Swap Counterparty Payment for such Distribution Date; (ii) SECOND, to the extent of remaining Class IV-A-1b Available Funds, to the Class IV-A-1b Certificates, the Accrued Certificate Interest on the Class IV-A-1b Certificates for such Distribution Date; (iii) THIRD, to the extent of remaining Class IV-A-1b Available Funds, to the Class IV-A-1b Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates; and (biv) 92.3188602909% FOURTH, to the extent of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentiallyremaining Class IV-A-1b Available Funds, to the Class IIV-A-2A-1b Certificates, Class I-A-3any principal distributions received from the related Underlying Certificates, Class I-A-4in reduction of the Current Principal Amount thereof, Class I-A-5, Class I-A-until the Current Principal Amount thereof has been reduced to zero.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 April 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed to in the Group 1 Senior Certificates as follows: (i) FIRST, to following order of priority among the Group 1 Senior Certificates: first, including to the related ComponentsGroup I Senior Certificates, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND; second, to the Group 1 I Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRDthird, to the Group 1 Senior Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount thereof has been reduced to zero; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, the Group 2 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the aggregate Current Principal Amount of the Group 2 Senior Certificates has been reduced to zero. (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B- 4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (aD) 7.6811397091% On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Optimal Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Amount Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class I-A-1 of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class has been reduced or Classes of Senior Certificates is an amount equal to zero; and (b) 92.3188602909% the aggregate Scheduled Principal Balance of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentiallyMortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class I-A-2or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-B-6 Certificates.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 May 2005, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account to the extent of funds on deposit therein, for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 I Available Funds will be distributed to the Group 1 I Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Class I-A-1, Class R-I, Class R-II and Class R-III Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Class I-A-1, Class R-I, Class R-II and Class R-III 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 described below; (ii) ; SECOND, to the Group 1 Senior Class I-A-1, Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; and (iii) THIRD, to the Group 1 Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Senior Optimal Principal Amount for the Group I Senior Certificates for such Distribution Date, in each casedistribution date, to the extent of remaining Group 1 I Available Funds, shall be distributed concurrently as followsuntil the Current Principal Amounts of each such class has been reduced to zero; and FOURTH, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: FIRST, to the Class II-A-1, Class II-X and Class II-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-1, Class II-X and Class II-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; andSECOND, to the Class II-A-1, Class II-X and Class II-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and THIRD, to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (iii) Except as provided in clauses (iv) and (v) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group I Available Funds and Group II Available Funds after the distributions in clauses (i) and (ii) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 and Class B-8 Certificates, in each case up to an amount equal to and in the following order: (A) the Accrued Certificate Interest thereon for such Distribution Date, (B) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (C) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I Available Funds or Group II Available Funds. (iv) On each Distribution Date prior to the Cross-Over Date but after the reduction of the Current Principal Amount of all of the Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups (other than the Interest Only Certificates) will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the Class or Classes of Senior Certificates of the fully repaid Certificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (iv) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (v) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group and any Subordinate Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (A) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates (other than the Interest Only Certificates) in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group, and (B) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-8 Certificates. (b) 92.3188602909% If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i) and (ii) above on any Distribution Date, the remaining Group I Available Funds or Group II Available Funds are less than the Group 1 I Senior Optimal Principal Distribution Amount and Group II Senior Optimal Principal Amounts, respectively, the Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed sequentiallyon the related Senior Certificates (other than the Interest Only Certificates), on a pro rata basis, on the basis of such reduced amount. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group I Available Funds or Group II Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (d) For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Trustee monthly on each Distribution Date, commencing in January 2003 July 1997 in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date on or prior to the Cross-Over Date, an amount equal to the Group 1 I Available Funds will be distributed to in the Group 1 Senior Certificates as follows: (i) FIRSTfollowing order of priority among the Certificates: first, to the Group 1 Senior Class A-I Certificates, including the related ComponentsResidual Certificate and Component I of the Class X Certificates, the Accrued Certificate Interest on each such Class or and the Class X Component I Accrued Certificate Interest on such Component for such Distribution Date. As described below; second, to the Class A-I Certificates, the Residual Certificate and Component I of the Class X Certificates, any Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any and Class X Component I Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds, any shortfall in available amounts being allocated among such Classes and Component in proportion to the amount of such Accrued Certificate Interest and Class X Component I Accrued Certificate Interest remaining undistributed for each such Class or Component for such Distribution Date; andthird, to the Class A-I Certificates, the Residual Certificate and the Class PO Certificates in reduction of the Current Principal Amounts thereof: (iiia) THIRD, the Group 1 I Senior Optimal Principal Amount in the following order of priority: (i) to the Class A-I-8 Certificates, up to the Class A-I-8 Prepayment Amount and the Class A-I-8 Pro Rata Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:; (aii) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of R-1 Certificates until the respective Current Principal Amount thereofthereof has been reduced to zero; (iii) 66.666666667% and 33.333333333% concurrently to the Class A- I-1 Certificates and Class A-I-9 Certificates, until the Current Principal Amount of the Class A-I-1 Certificates has been reduced to zero; (iv) 61.224489796% and 38.775510204% concurrently to the Class A-I-2 Certificates and Class A-I-9 Certificates, until the Current Principal Amount of the Class A-I-2 Certificates has been reduced to zero; (v) 65.217391304% and 34.782608696% concurrently to the Class A-I-3 Certificates and the Class A-I-9 Certificates until the Current Principal Amount of the Class A-I-3 Certificates has been reduced to zero; (vi) 78.947368421% and 21.052631579% concurrently to the Class A-I-4 Certificates and the Class A-I-9 Certificates until the Current Principal Amount of the Class A-I-4 Certificates has been reduced to zero; (vii) 90.909090909% and 9.090909091% concurrently to the Class A-I-5 Certificates and Class A-I-9 Certificates, until the Current Principal Amount of the Class A-I-5 Certificates have been reduced to zero; (viii) 81.081081081% and 18.918918919% concurrently to the Class A-I-6 Certificates and Class A-I-9 Certificates, until the Current Principal Amounts thereof have been reduced to zero; (ix) sequentially to the Class A-I-7 and Class A-I-8 Certificates, in that order, in each case until the Current Principal Amount of each such Class of Certificates has been reduced to zero; and (b) 92.3188602909% the Class PO Portion I Principal Distribution Amount for such Distribution Date, to the Class PO Certificates until the Current Principal Amount thereof has been reduced to zero; and fourth, the Class PO Deferred Amount attributable to Portion I of the Class PO Certificates for such Distribution Date to the Class PO Certificates; provided, that (i) on any Distribution Date, distributions pursuant to this priority (A) fourth, shall not exceed the excess, if any, of (x) the Available Funds remaining after giving effect to distributions pursuant to priorities (A) first through third above and (B) first through third below over (y) the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all Classes of Subordinate Certificates then outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Class PO Certificates and (iii) no distribution will be made in respect of the Class PO Deferred Amount after the Cross-Over Date. "Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amounts of such Classes. If, after distributions have been made pursuant to priorities (A) first and second above on any Distribution Date, remaining Group I Available Funds are less than the sum of the Group 1 I Senior Optimal Principal Amount and the Class PO Portion I Principal Distribution Amount for such Distribution Date, such amounts shall be proportionately reduced, and such remaining Group I Available Funds will be distributed on the Class A-I and the Residual Certificate and Class PO Certificates in accordance with clauses (a) and (b) of priority (A) third above on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class PO Certificates pursuant to this paragraph, the principal balance of the Class PO Certificates shall be reduced by the difference between (i) principal distributable to the Class PO Certificates in accordance with clause (b) of priority (A) third above and (ii) principal actually distributed to the Class PO Certificates after giving effect to this paragraph (the "Class PO Portion I Cash Shortfall"). (B) On each Distribution Date on or prior to the Cross-Over Date, an amount equal to the Group II Available Funds will be distributed in the following order of priority among the Certificates: first, to the Class A-II Certificates and Component II of the Class X Certificates, the Accrued Certificate Interest on such Class and Class X Component II Accrued Certificate Interest on such Component for such Distribution Date; second, to the Class A-II Certificates and Component II of the Class X Certificates, any Accrued Certificate Interest and Class X Component II Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of the remaining Group II Available Funds, any shortfall in available amounts being allocated between such Class and Component in proportion to the amount of such Accrued Certificate Interest and Class X Component II Accrued Certificate Interest remaining undistributed for such Class or Component for such Distribution Date; and third, to the Class A-II Certificates and the Class PO Certificates in reduction of the Current Principal Amounts thereof: (a) the Group II Senior Optimal Principal Amount (as defined herein) to the Class A-II Certificates until the Current Principal Amount thereof has been reduced to zero; and (b) the Class PO Portion II Principal Distribution Amount (as defined herein) for such Distribution Date to the Class PO Certificates until the Current Principal Amount thereof has been reduced to zero; fourth, the Class PO Deferred Amount attributable to Portion II of the Class PO Certificates for such Distribution Date to the Class PO Certificates; provided, that (i) on any Distribution Date, distributions pursuant to this priority (A) fourth, shall not exceed the excess, if any, of (x) the Available Funds remaining after giving effect to distributions pursuant to priorities (A) first through third above and (B) first through third below over (y) the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all Classes of Subordinate Certificates then outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Class PO Certificates and (iii) no distribution will be made in respect of the Class PO Deferred Amount after the Cross- Over Date. If, after distributions have been made pursuant to priorities (B) first and second above on any Distribution Date, remaining Group II Available Funds are less than the sum of the Group II Senior Optimal Principal Amount and the Class PO Portion II Principal Distribution Amount for such Distribution Date, such amounts shall be proportionately reduced, and such remaining Group II Available Funds will be distributed on the Class A-II and Class PO Certificates in accordance with clauses (a) and (b) of priority (B) third above on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class PO Certificates pursuant to this paragraph, the principal balance of the Class PO Certificates shall be reduced by the difference between (i) principal distributable to the Class PO Certificates in accordance with clause (b) of priority (B) third above and (ii) principal actually distributed to the Class PO Certificates after giving effect to this paragraph (the "Class PO Portion II Cash Shortfall"). The Class PO Cash Shortfall with respect to any Distribution Date will be added to the Class PO Deferred Amount. (C) On each Distribution Date on or prior to the Cross-Over Date, an amount equal to any remaining Group I Available Funds and Group II Available Funds following the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class I-A-2B-1, Class I-A-3B-2, Class I-A-4B-3, Class I-A-5B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share (as defined herein) for such Distribution Date. (D) On each Distribution Date prior to the occurrence of the Cross- Over Date but after the reduction of the Current Principal Amounts of the Class A-I Certificates or Class A-II Certificates to zero, the remaining Class or Classes of Class A Certificates will be entitled to receive, in addition to any Principal Prepayments related to such Class A Certificates' respective Mortgage Loan Group, 100% of the Principal Prepayments on the Loans in the other Mortgage Loan Group (in the case of Mortgage Loan Group I, distributed in accordance with the priorities set forth in priority (A) third above) in reduction of the Current Principal Amounts thereof. In addition, if on any Distribution Date on which the aggregate Current Principal Amount of the Class A-A-I Certificates or Class A-II Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Loan Group (other than the related PO Percentage of the Discount Mortgage Loans in the related Mortgage Loan Group) and Class B Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, 100% of the Principal Prepayments otherwise allocable to the Class B Certificates on the Mortgage Loans in the other Mortgage Loan Group will be distributed to such Class or Classes of Class A Certificates (in the case of the Class A-I Certificates, in accordance with the priorities set forth in priority (A) third above) in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of the Class A-I Certificates or Class A-II Certificates, as applicable, is an amount equal to the aggregate Scheduled Principal Amount of the Mortgage Loans in the related Mortgage Loan Group (other than the related PO Percentage of the Discount Mortgage Loans in the related Mortgage Loan Group). (E) On each Distribution Date after the Cross-Over Date, distributions of principal on the outstanding Class A-I Certificates and the Residual Certificate will be made pro rata among all such Certificates, regardless of the allocation, or sequential nature, of principal payments described in priority (A) third above, based upon the then Current Principal Amounts of such Certificates, and interest will be distributed as described above with respect to Distribution Dates on or prior to the Cross-Over Date. (F) On each Distribution Date, any Group I Available Funds and Group II Available Funds remaining after payment of interest and principal as described above will be distributed to the Class R-1 Certificates; provided that if on any Distribution Date on or after the Cross-Over Date there are any Group I Available Funds remaining after payment of interest and principal as described in the preceding paragraphs, such Group I Available Funds will be distributed to the Class A-II Certificates in accordance with the priorities in paragraph (B) above until all amounts due to such Certificates have been paid in full before any amounts are distributed to the Residual Certificate. Similarly, if on any Distribution Date on or after the Cross-Over Date there are any Group II Available Funds remaining after payment of interest and principal as described in the preceding paragraphs, such Group II Available Funds will be distributed to the Senior Certificates (other than the Class A-II Certificates and Component II of the Class X Certificates and Portion II of the Class PO Certificates) in accordance with the priorities in paragraph (E) above until all amounts due to such Senior Certificates have been paid in full before any amounts are distributed to the Residual Certificate. It is not anticipated that there will be any significant amounts remaining for such distribution. (G) On each Distribution Date, any Available Funds remaining after payment of interest and principal as described above will be distributed to the Class R-1 Certificates. No Accrued Certificate Interest will be payable with respect to any class of Certificates after the Distribution Date on which the outstanding principal balance or Notional Amount of such Certificate has been reduced to zero.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 June 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed to in the Group 1 Senior Certificates as follows: (i) FIRST, to following order of priority among the Group 1 Senior Certificates: FIRST, including to the related ComponentsClass I-A Certificates, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) ; SECOND, to the Group 1 Senior Class I-A Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, sequentially, in the following order, to the Class R-II, Class R-III and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: FIRST, to the Group 2 Senior Certificates, on a PRO RATA basis, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group 2 Senior Certificates, on a PRO RATA basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; THIRD, sequentially, in the following order, to the Class R-I, Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, the Group 2 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of the Group 2 Senior Certificates has been reduced to zero. (C) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Class III-A Certificates as follows: FIRST, to the Class III-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class III-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; THIRD, to the Class III-A Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of the Class III-A Certificates has been reduced to zero. (D) On each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed to the Class IV-A Certificates as follows: FIRST, to the Class IV-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class IV-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; THIRD, to the Class IV-A Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of the Class IV-A Certificates has been reduced to zero. (E) On each Distribution Date prior to the Cross-Over Date, the Group 5 Available Funds will be distributed to the Class V-A Certificates as follows: FIRST, to the Class V-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class V-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 5 Available Funds; THIRD, to the Class V-A Certificates, in reduction of the Current Principal Amount thereof, the Group 5 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 5 Available Funds, until the Current Principal Amount of the Class V-A Certificates has been reduced to zero. (F) On each Distribution Date prior to the Cross-Over Date, the Group 6 Available Funds will be distributed to the Class VI-A Certificates as follows: FIRST, to the Class VI-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class VI-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 6 Available Funds; THIRD, to the Class VI-A Certificates, in reduction of the Current Principal Amount thereof, the Group 6 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 6 Available Funds, until the Current Principal Amount of the Class VI-A Certificates has been reduced to zero. (G) Except as provided in (H) and (I) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2, Group 3, Group 4, Group 5 and Group 6 Available Funds after the distributions in (A), (B), (C), (D), (E) and (F) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (aH) 7.6811397091On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1, Group 2, Group 3, Group 4, Group 5 or Group 6 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group 1 Senior Optimal Principal Distribution Amount relating to the fully repaid Class of Senior Certificates; PROVIDED, HOWEVER, that if the weighted average Subordinate Percentage equals or exceeds 4.00% on such Distribution Date, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (H) will not be made. (I-A-1 Certificates) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group 1, Group 2, Group 3, Group 4, Group 5 or Group 6 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, PRO RATA, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (d) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Class Certificate has been reduced to zero; and. (be) 92.3188602909% If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Group 1 Senior Optimal Principal Certificates of the related Classes entitled to such amounts on subsequent Distribution Amount shall be distributed sequentiallyDates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (f) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 June 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) On the first Distribution Date only and from the amount deposited by the Seller in the Distribution Account on the Closing Date pursuant to Section 2.01(a) hereof, to the Class R-I and Class R-II Certificate, pro rata, in reduction of their respective Current Principal Amounts, until their respective Current Principal Amounts have been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed to in the following order of priority among the Group 1 Senior Certificates as follows: (i) FIRSTCertificates: first, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND; second, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRDthird, to the Group 1 Senior Certificates, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero; (C) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, to the Group 2 Senior Certificates, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of the Group 2 Senior Certificates has been reduced to zero. (D) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: first, to the Group 3 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; third, to the Group 3 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of the Group 3 Senior Certificates has been reduced to zero. (E) Except as provided in (F) and (G) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2 and Group 3 Available Funds after the distributions in (B), (C) and (D) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (aF) 7.6811397091On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1, Group 2 or Group 3 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group 1 Senior Optimal Principal Distribution Amount relating to the fully repaid Class I-A-1 of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the Current Principal Amounts of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (F) will not be made. (G) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to clause (a)(i)(A) and priorities first and second of clauses (a)(i)(B), (C) and (D) above on any Distribution Date, the remaining Group 1, Group 2 or Group 3 Available Funds are less than the sum of the Group 1, Group 2 or Group 3 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to either the Class R-I or Class R-II Certificates, as provided in Section 5.01(d); provided that if on any Distribution Date there are any Group 1, Group 2 or Group 3 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-I or Class R-II Certificates, as applicable. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Class Certificate has been reduced to zero; and. (bf) 92.3188602909% If on any Distribution Date the Available Funds for any class of Senior Certificates is less than the Accrued Certificate Interest thereon for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of such Class of Senior Certificates in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Group 1 Senior Optimal Principal Certificates of the related Classes entitled to such amounts on subsequent Distribution Amount shall be distributed sequentiallyDates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by both of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Class R-I Certificate) will be distributed monthly on each Distribution Date, commencing in January 2003 August 2003, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On . In addition, on the first Distribution DateDate occurring in August 2003, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) Class R-I Deposit will be distributed to the Holder of the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) Certificate. On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (i) With respect to the Group I Certificates: (A) on each Distribution Date, the Group 1 I-1 Available Funds will be distributed to the Group 1 I-1 Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Class I-A-1 Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Class I-A-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 described below; (ii) ; SECOND, to the Group 1 Senior Class I-A-1 Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I-1 Available Funds; and (iii) and THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group I-1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-1 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; and. (bB) 92.3188602909% of on each Distribution Date, the Group 1 Senior Optimal Principal Distribution Amount shall I-2 Available Funds will be distributed sequentiallyto the Group I-2 Senior Certificates as follows: FIRST, to the Class I-A-2A-2 Certificates and Class I-X-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-2 Certificates and Class I-X-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-A-2 Certificates and Class I-X-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-2 Available Funds; and THIRD, to the Class I-A-2 Certificates, in reduction of the Current Principal Amount thereof, the Group I-2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-2 Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (C) on each Distribution Date, the Group I-3 Available Funds will be distributed to the Group I-3 Senior Certificates as follows: FIRST, to the Class I-A-3 Certificates and Class I-X-3 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-3 Certificates and Class I-X-3 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-A-3 Certificates and Class I-X-3 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-3 Available Funds; and THIRD, to the Class I-A-3 Certificates, in reduction of the Current Principal Amount thereof, the Group I-3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-3 Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (D) Except as provided in clauses (E) and (F) below, on each Distribution Date on or prior to the Group I Cross-Over Date, an amount equal to the sum of any remaining Group I-1, Group I-2 and Group I-3 Available Funds after the distributions in clauses (A), (B) and (C) above will be distributed sequentially, in the following order, to the Class I-B-1, Class I-A-3B-2, Class I-A-4B-3, Class I-A-5B-4, Class I-A-B-5 and Class I-B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I-1, Group I-2 and Group I-3 Available Funds. (E) On each Distribution Date prior to the Group I Cross-Over Date, but after the reduction of the Current Principal Amount of the Group I-1, Group I-2 or Group I-3 Senior Certificates to zero, the remaining Class or Classes of Group I Senior Certificates (other than the Interest Only Certificates) will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Group I Senior Certificates' respective Loan Group allocated to such Group I Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Group I Senior Certificates; provided, however, that if (a) the weighted average of the Group I Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Group I Subordinate Percentages and (b) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans delinquent 60 days or more (including for this purpose any such Group I Mortgage Loans in foreclosure and Group I Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Group I Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Group I Senior Certificates in accordance with this clause (E) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Group I Senior Certificates will be allocated to the Group I Subordinate Certificates. (F) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Group I Senior Certificates (other than the Interest Only Certificates) would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group and any Group I Subordinate Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (a) 100% of amounts otherwise allocable to the Group I Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Group I Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Group I Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group, and (b) the Accrued Certificate Interest otherwise allocable to the Group I Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Group I Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Group I Subordinate Certificates will be allocated in reverse order of the Group I Subordinate Certificates numerical designations, commencing with the Class I-B-6 Certificates. (G) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i)(A), (B) and (C) above on any Distribution Date, the remaining Group I-1, Group I-2 or Group I-3 Available Funds are less than the Group I-1, Group I-2 and Group I-3 Senior Optimal Principal Amounts, respectively, such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (H) On each Distribution Date, any Group I-1, Group I-2 or Group I-3 Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on each Distribution Date, the Group 1 Available Funds will be distributed an amount equal to the Group 1 Senior Certificates as follows: (i) FIRST, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component Funds and Principal Funds for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls Date shall be allocated among withdrawn by the Group 1 Senior Certificates as described below; (ii) SECOND, to Trustee from the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, Account to the extent of remaining Group 1 Available Funds; and (iii) THIRD, funds on deposit therein and distributed as directed in accordance with distribution instructions provided to it by the Group 1 Senior Optimal Principal Amount Securities Administrator for such Distribution Date, in each casethe following order of priority: First, to Interest Funds will be distributed, in the extent following manner and order of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided priority: 1. From Interest Funds in clause (C) belowrespect of: (a) 7.6811397091% of the Loan Group 1 Senior Optimal Principal Distribution Amount I, to the Class I-A-1 A Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due each such Class; and (b) Loan Group II, to the Class II-A Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due each such Class; 2. From remaining Interest Funds in reduction respect of: (a) Loan Group I, to the Class II-A Certificates, the Current Interest and any Interest Carry Forward Amount for each such Class to the extent not paid in clauses 1(b) above, pro rata based on the remaining amounts owed to each such Class; and (b) Loan Group II, to the Class I-A Certificates, the Current Interest and any Interest Carry Forward Amount for each such Class to the extent not paid in clauses 1(a) above, pro rata based on the remaining amounts owed to each such Class; 3. From remaining Interest Funds in respect of both Loan Groups, to the Class M-1, the Class M-2, Class B-1 and Class B-2 Certificates, sequentially, in that order, the Current Interest for each such Class; 4. Any Excess Spread, to the extent necessary to cause the Overcollateralization Amount to equal to the Overcollateralization Target Amount, will be the Extra Principal Distribution Amount and will be included as part of the Principal Distribution Amount and distributed in accordance with second (A) and (B) below; and 5. Any Remaining Excess Spread will be applied as Excess Cashflow pursuant to clauses Third through Twelfth below. On any Distribution Date, any shortfalls resulting from the application of the Relief Act and any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest Payments will be allocated as set forth in the definition of Current Interest herein. Second, to pay as principal on the Certificates entitled to payments of principal, in the following order of priority: (A) For each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger Event is in effect, from the Principal Funds and the Extra Principal Distribution Amount thereoffor such Distribution Date: (a) To the Class I-A Certificates, an amount equal to the Group I Principal Distribution Amount will be distributed pro rata between: (i) the Class I-A-1 Certificates until the Current Certificate Principal Amount Balance thereof is reduced to zero; and (ii) the Class I-A-2 Certificates and the Class I-A-3 Certificates, sequentially, in that order, in each case until the Certificate Principal Balance of such Class has been reduced to zero; and (b) 92.3188602909% of To the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, an amount equal to the Group 1 Senior Optimal II Principal Distribution Amount shall will be distributed sequentiallyuntil the Certificate Principal Balance of each such Class is reduced to zero; 2. To the Class M-1 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; 3. To the Class M-2 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; 4. To the Class B-1 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; and 5. To the Class B-2 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero. (B) For each Distribution Date on or after the Stepdown Date, so long as a Trigger Event is not in effect, from the Principal Funds and the Extra Principal Distribution Amount for such Distribution Date: (a) To the Class I-A Certificates, an amount equal to the Class I-A-2, A Principal Distribution Amount will be distributed pro rata between: (i) the Class I-A-3, A-1 Certificates until the Certificate Principal Balance thereof is reduced to zero; and (ii) the Class I-A-4, A-2 Certificates and the Class I-A-5A-3 Certificates, sequentially, in that order, in each case until the Certificate Principal Balance of such Class has been reduced to zero; and (b) To the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, an amount equal to the Class II-A Principal Distribution Amount will be distributed, until the Certificate Principal Balance of each such Class is reduced to zero; 2. To the Class M-1 Certificates, from any remaining Principal Distribution Amount, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; 3. To the Class M-2 Certificates, from any remaining Principal Distribution Amount, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; 4. To the Class B-1 Certificates, from any remaining Principal Distribution Amount, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and 5. To the Class B-2 Certificates, from any remaining Principal Distribution Amount, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero. Notwithstanding the provisions of clauses Second (A) and (B) above, if on any Distribution Date the Certificates in a Certificate Group are no longer outstanding, the portion of the Principal Distribution Amount or the related Class A Principal Distribution Amount, as applicable, otherwise allocable to such Certificate Group will be distributed to the Class of Certificates in the other Certificate Group until the Certificate Principal Balance of each such Class is reduced to zero. Third, from any remaining Excess Cashflow, the following amounts to the Class A Certificates, pro rata among the Classes based on the amount due: (a) any Interest Carry Forward Amount to the extent not paid pursuant to clause First 1 and 2 above and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Fourth, from any remaining Excess Cashflow, the following amounts to the Class M-1 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Fifth, from any remaining Excess Cashflow, the following amounts to the Class M-2 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Sixth, from any remaining Excess Cashflow, the following amounts to the Class B-1 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Seventh, from any remaining Excess Cashflow, the following amounts to the Class B-2 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Eighth, from any remaining Excess Cashflow, to each Class of Class A Certificates, any Basis Risk Shortfall and any Basis Risk Shortfall Carryforward Amount for each such Class for such Distribution Date, pro rata based on the Basis Risk Shortfall and Basis Risk Shortfall Carryforward Amount owed to such Class; Ninth, from any remaining Excess Cashflow, to the Class M-1, Class M-2, Class B-1 and Class B-2 Certificates, in that order, any Basis Risk Shortfall and any Basis Risk Shortfall Carryforward Amount, in each case for such Class for such Distribution Date; Tenth, from any remaining Excess Cashflow, to the Class B-IO Certificates, the Class B-IO Distribution Amount; Eleventh, from any remaining Excess Cashflow, to the Class B-IO Certificates, any unreimbursed Class B-IO Advanced Amounts; and Twelfth, any remaining amounts to the Residual Certificates. All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carryforward Amount made pursuant to the provisions of this paragraph (a) shall, for federal income tax purposes, be deemed to have been distributed from REMIC III to the holder of the Class B-IO Certificates and then paid outside of any 2004-10 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates the holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns. (b) On each Distribution Date, the related Cap Contract Payment Amount with respect to such Payment Date shall be distributed in the following order of priority, in each case to the extent of amounts available: (i) first, to the holders of the related Class or Classes of Certificates, the payment of any Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amount for such Distribution Date, and in the case of the Class I-A-A Certificates or the Class II-A Certificates, pro rata, based on the Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amounts owed to each such Class, to the extent not covered by Excess Cashflow for such Distribution Date; (ii) second, from any remaining amounts, the payment of an amount equal to any Current Interest and Interest Carry Forward Amount for the related Class or Classes of Certificates, and in the case of the Class I-A Certificates or the Class II-A Certificates, pro rata, based on the Current Interest and Interest Carry Forward Amounts owed to each such Class, to the extent not covered by Interest Funds or Excess Cashflow on such Distribution Date; (iii) third, from any remaining amounts, available from the Cap Contracts relating to the Class I-A Certificates and Class II-A Certificates, to the Class M-1, the Class M-2, the Class B-1 and the Class B-2 Certificates, in that order, to the extent not paid pursuant to clauses (i) or (ii) above; and (iv) to the Class B-IO Certificates, any remaining amount. All Cap Contract Payment Amounts made with respect to Current Interest and Interest Carry Forward Amounts will be treated, for federal income tax purposes, as reimbursable advances ("Class B-IO Advances") made from the holder of the Class B-IO Certificates. Such Class B-IO Advances will be paid back to the holder of the Class B-IO Certificate pursuant to Section 6.01(a). (c) On each Distribution Date, all amounts representing Prepayment Charges in respect of the Prepayment Charge Loans received during the related Prepayment Period will be withdrawn from the Distribution Account and distributed by the Trustee to the Class XP Certificates and shall not be available for distribution to the holders of any other Class of Certificates. The payment of such Prepayment Charges shall not reduce the Certificate Principal Balance of the Class XP Certificates. In addition, as provided in Section 4.07 hereof, on the Distribution Date immediately following the Prepayment Period in which the last Prepayment Charge is collectible on the Prepayment Charge Loans, which Prepayment Period is the month of June 2010, the Trustee shall distribute the amount on deposit in the Class XP Reserve Account to the Class XP Certificates in reduction of the Certificate Principal Balance thereof until the Certificate Principal Balance thereof is reduced to zero. (d) The expenses and fees of the Trust shall be paid by each of the 2004-10 REMICs, to the extent that such expenses relate to the assets of each of such respective 2004-10 REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the 2004-10 REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2003 2005, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account and, in the case of Loan Group I, Loan Group II and Loan Group III, the Pre-Funding Account to the extent of funds on deposit therein, for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 I Available Funds will be distributed to the Group 1 I Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Class I-A-1, Class R-I, Class R-II and Class R-III Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Class I-A-1, Class R-I, Class R-II and Class R-III 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 described below; (ii) ; SECOND, to the Group 1 Senior Class I-A-1, Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; and (iii) THIRD, to the Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Senior Optimal Amount for the Group 1 I Senior Optimal Principal Amount Certificates for such Distribution Date, in each casedistribution date, to the extent of remaining Group 1 I Available Funds, shall be distributed concurrently as followsuntil the Current Principal Amounts of each such class has been reduced to zero; and FOURTH, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: FIRST, to the Class II-A-1, Class II-X-1 and Class II-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-1, Class II-X-1 and Class II-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; andSECOND, to the Class II-A-1, Class II-X-1 and Class II-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and THIRD, to the Class II-A-1 Certificates and Class II-A-2 Certificates, in reduction of the Current Principal Amounts thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (iii) on each Distribution Date, the Group III Available Funds will be distributed to the Group III Senior Certificates as follows: FIRST, to the Class III-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class III-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group III Available Funds; and THIRD, to the Class III-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group III Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (iv) on each Distribution Date, the Group IV Available Funds will be distributed to the Group IV Senior Certificates as follows: FIRST, to the Class IV-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class IV-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class IV-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group IV Available Funds; and THIRD, to the Class IV-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group IV Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group IV Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (v) Except as provided in clauses (vi) and (vii) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group I, Group II, Group III and Group IV Available Funds after the distributions in clauses (i), (ii), (iii) and (iv) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 and Class B-8 Certificates, in each case up to an amount equal to and in the following order: (A) the Accrued Certificate Interest thereon for such Distribution Date, (B) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (C) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I, Group II, Group III, Group IV Available Funds. (vi) On each Distribution Date prior to the Cross-Over Date but after the reduction of the Current Principal Amount of all of the Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups (other than the Interest Only Certificates) will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the Class or Classes of Senior Certificates of the fully repaid Certificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (vi) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (vii) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group and any Subordinate Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (A) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates (other than the Interest Only Certificates) in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group, and (B) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-8 Certificates. (b) 92.3188602909% If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i), (ii), (iii) and (iv) above on any Distribution Date, the remaining Group I, Group II, Group III or Group IV Available Funds are less than the Group 1 I, Group II, Group III and Group IV Senior Optimal Principal Distribution Amounts, respectively, the Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed sequentiallyon the related Senior Certificates (other than the Interest Only Certificates), on a pro rata basis, on the basis of such reduced amount. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group I, Group II, Group III or Group IV Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (d) For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 August 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed to in the following order of priority among the Group 1 Senior Certificates as follows: (i) Certificates: FIRST, to the Group 1 Senior Certificates, including Component X-1-I of the related ComponentsClass X-1 Certificates and Component X-2-I of the Class X-2 Certificates, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) ; SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including Component X-1-I of the related ComponentsClass X-1 Certificates and Component X-2-I of the Class X-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, sequentially, in the following order, to the Class R-I, Class R-II and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: FIRST, to the Group 2 Senior Certificates, including Component X-1-II of the Class X-1 Certificates and Component X-2-II of the Class X-2 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group 2 Senior Certificates, including Component X-1-II of the Class X-1 Certificates and Component X-2-II of the Class X-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; THIRD, to the Class II-A Certificates, the Group 2 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of Class II-A Certificates has been reduced to zero; FOURTH, on the Distribution Date occurring in July 2006, to the Class XP Certificates, in reduction of the current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; (C) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: FIRST, to the Class S Certificates, the Accrued Certificate Interest on such Class for such Distribution Date, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates; SECOND, to the Group 3 Senior Certificates, including Component X-1-III of the Class X-1 Certificates and Component X-2-III of the Class X-2 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; THIRD, to the Group 3 Senior Certificates, including Component X-1-III of the Class X-1 Certificates and Component X-2-III of the Class X-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; FOURTH, to the Class III-A-1 Certificates and the Class III-A-2 Certificates on a PRO RATA basis, based on the Current Principal Amounts thereof, in reduction of the Current Principal Amounts thereof, the Group 3 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amounts of the Class III-A-1 Certificates and Class III-A-2 Certificates have been reduced to zero. (D) Except as provided in (E) and (F) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2 and Group 3 Available Funds after the distributions in (A), (B) and (C) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B- 4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (aE) 7.6811397091On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1, Group 2 or Group 3 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group 1 Senior Optimal Principal Distribution Amount relating to the fully repaid Class I-A-1 of Senior Certificates; PROVIDED, HOWEVER, that if the weighted average Subordinate Percentage equals or exceeds 7.00% on such Distribution Date, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (E) will not be made. (F) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i)(A) and (B) and priorities FIRST, SECOND and THIRD of clause (a)(i)(C) above on any Distribution Date, the remaining Group 1, Group 2 or Group 3 Available Funds are less than the sum of the Group 1, Group 2 or Group 3 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) On each Distribution Date, any Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period will be withdrawn from the Certificate Account and distributed by the Trustee to the Holders of the Class XP Certificates and shall not be available for distribution to the Holders of any other Class of Certificates. The payment of the foregoing amounts to the Holders of the Class XP Certificates shall not reduce the Certificate Principal Balances thereof. (d) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (e) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates; provided that if on any Distribution Date there are any Group 1, Group 2 or Group 3 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, PRO RATA, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-II Certificates. (f) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Class Certificate has been reduced to zero; and. (bg) 92.3188602909% If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Group 1 Senior Optimal Principal Certificates of the related Classes entitled to such amounts on subsequent Distribution Amount shall be distributed sequentiallyDates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (h) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2003 2005, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account and, in the case of Loan Group I, Loan Group II and Loan Group III, the Pre-Funding Account to the extent of funds on deposit therein, for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 I Available Funds will be distributed to the Group 1 I Senior Certificates as follows: (i) FIRST: first, to the Group 1 Senior Class I-A-1, Class I-X-1, Class R-I, Class R-II and Class R-III Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Class I-A-1, Class I-X-1, Class R-I, Class R-II and Class R-III 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 described below; (ii) SECOND; second, to the Group 1 Senior Class I-A-1, Class I-X-1, Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; and (iii) THIRDthird, to the Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for the Group I Senior Certificates for such Distribution Date, in each casedistribution date, to the extent of remaining Group 1 I Available Funds, shall be distributed concurrently as followsuntil the Current Principal Amounts of each such class has been reduced to zero; and fourth, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: first, to the Class II-A-1, Class II-X-1, Class II-A-2, Class II-X-2, Class II-A-3 and Class II-X-3 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-1, Class II-X-1, Class II-A-2, Class II-X-2, Class II-A-3 and Class II-X-3 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; andsecond, to the Class II-A-1, Class II-X-1, Class II-A-2, Class II-X-2, Class II-A-3 and Class II-X-3 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and third, to the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates, in reduction of the Current Principal Amounts thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (iii) on each Distribution Date, the Group III Available Funds will be distributed to the Group III Senior Certificates as follows: first, to the Class III-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class III-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group III Available Funds; and third, to the Class III-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group III Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (iv) on each Distribution Date, the Group IV Available Funds will be distributed to the Group IV Senior Certificates as follows: first, to the Class IV-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class IV-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class IV-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group IV Available Funds; and third, to the Class IV-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group IV Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group IV Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (v) Except as provided in clauses (vi) and (vii) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group I, Group II, Group III and Group IV Available Funds after the distributions in clauses (i), (ii), (iii) and (iv) above will be distributed sequentially, in the following order, to the Class M-1, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, in each case up to an amount equal to and in the following order: (A) the Accrued Certificate Interest thereon for such Distribution Date, (B) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (C) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I, Group II, Group III, Group IV Available Funds. (vi) On each Distribution Date prior to the Cross-Over Date but after the reduction of the Current Principal Amount of all of the Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups (other than the Interest Only Certificates) will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the Class or Classes of Senior Certificates of the fully repaid Certificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (vi) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (vii) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group and any Subordinate Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (A) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates (other than the Interest Only Certificates) in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group, and (B) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) 92.3188602909% If, after distributions have been made pursuant to priorities first and second of clauses (a)(i), (ii), (iii) and (iv) above on any Distribution Date, the remaining Group I, Group II, Group III or Group IV Available Funds are less than the Group 1 I, Group II, Group III and Group IV Senior Optimal Principal Distribution Amounts, respectively, the Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed sequentiallyon the related Senior Certificates (other than the Interest Only Certificates), on a pro rata basis, on the basis of such reduced amount. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group I, Group II, Group III or Group IV Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (d) For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates (other than the Interest Only Certificates) will be distributed monthly on each Distribution Date, commencing in January 2003 June 2003, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) ; SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) and THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Datesequentially, in each casethe following order, to the extent of remaining Group 1 Available FundsClass R-I, shall be distributed concurrently as followsClass R-II, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class R-III and Class I-A-1 Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, in each case, until the Current Principal Amount of each such Class has been reduced to zero; (ii) on each Distribution Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: FIRST, to the Group 2 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 2 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 2 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; and THIRD, to the Class II-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (iii) on each Distribution Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: FIRST, to the Group 3 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 3 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; andSECOND, to the Group 3 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; and THIRD, to the Class III-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (iv) on each Distribution Date, the Group 4 Available Funds will be distributed to the Group 4 Senior Certificates as follows: FIRST, to the Group 4 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 4 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 4 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; and THIRD, to the Class IV-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (v) Except as provided in (vi) and (vii) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2, Group 3 and Group 4 Available Funds after the distributions in (i), (ii), (iii) and (iv) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (A) the Accrued Certificate Interest thereon for such Distribution Date, (B) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (C) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Group 1, Group 2, Group 3 and Group 4 Available Funds. (vi) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of any of the Group 1, Group 2, Group 3 or Group 4 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates; provided, however, that if (A) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (vi) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (vii) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (A) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (B) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) 92.3188602909% If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i), (ii), (iii) and (iv) above on any Distribution Date, the remaining Group 1, Group 2, Group 3 or Group 4 Available Funds are less than the Group 1 1, Group 2, Group 3 or Group 4 Senior Optimal Principal Distribution Amount Amounts, respectively, such amount shall be reduce▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇s will be distributed sequentiallyon the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group 1, Group 2, Group 3 or Group 4 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 December 2002, in an aggregate amount equal to the Available Funds for such Distribution Date.. On each Distribution Date, the Available Funds shall be distributed as follows: (i) With respect to the Group I Certificates: (A) on each Distribution Date, the Group I-1 Available Funds will be distributed to the Class I-A-1 Certificates as follows: first, to the Class I-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class I-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-1 Available Funds; and third, to the Class I-A Certificates, in reduction of the Current Principal Amount thereof, the Group I-1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-1 Available Funds, until the Current Principal Amounts of such Class has been reduced to zero; (B) on each Distribution Date, the Group I-A-2 Available Funds will be distributed to the Class I-A-2 Certificates as follows: first, to the Class I-A-2 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class I-A-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-2 Available Funds; and third, to the Class I-A-2 Certificates, in reduction of the Current Principal Amount thereof, the Group I-2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-2 Available Funds, until the Current Principal Amounts of such Class has been reduced to zero; (C) on each Distribution Date, the Group I-3 Available Funds will be distributed to the Class I-A-3 Certificates as follows: first, to the Class I-A-3 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-3 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class I-A-3 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-3 Available Funds; and third, to the Class I-A-3 Certificates, in reduction of the Current Principal Amount thereof, the Group I-3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-3 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (D) on each Distribution Date, the Group I-4 Available Funds will be distributed to the Group I-4 Senior Certificates as follows: first, to the Group I-4 Senior Certificates, pro rata, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group I-4 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group I-4 Senior Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-4 Available Funds; and third, sequentially, in the following order, to the Class R-I, Class R-III and Class I-A-4 Certificates, in reduction of the Current Principal Amounts thereof, the Group I-4 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-4 Available Funds, until the Current Principal Amount of such Classes have been reduced to zero; (E) Except as provided in (G) and (H) below, on each Distribution Date prior to the Group I Cross-Over Date, an amount equal to any remaining Group I-1, Group I-2, Group I-3 and Group I-4 Available Funds after the distributions in (A), (B), (C) and (D) above will be distributed to the Class I-M-1 Certificates, up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I Available Funds (F) Except as provided in (G) and (H) below, on each Distribution Date prior to the Group I Cross-Over Date, an amount equal to any remaining Group I-1, Group I-2, Group I-3 and Group I-4 Available Funds after the distributions in (A), (B), (C), (D) and (E) above will be distributed sequentially, in the following order, to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5 and Class I-B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I Available Funds. (G) On each Distribution Date prior to the Group I Cross-Over Date, but after the reduction of the Current Principal Amount of the Group I-1, Group I-2, Group I-3 and Group I-4 Senior Certificates to zero, the remaining Class or Classes of Group I Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Group I Senior Certificates' respective Mortgage Loan Group allocated to such Group I Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Mortgage Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Group I Senior Mezzanine and Subordinate Percentage for the Group I Loans equals or exceeds 16.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Group I Senior Mezzanine and Group I Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Group I Senior Certificates in accordance with this clause (G) will not be made. (H) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Group I Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Mortgage Loan Group and any Group I Senior Mezzanine and Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Group I Senior Mezzanine and Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Group I Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Group I Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Mortgage Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Group I Senior Mezzanine and Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Group I Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Loan Group. Any such reduction in the Accrued Certificate Interest on the Group I Senior Mezzanine and Subordinate Certificates will be allocated in reverse order of the Group I Subordinate Certificates numerical designations, commencing with the Class I-B-6 Certificates and then to the Group I Senior Mezzanine Certificates. (I) If, after distributions have been made pursuant to priorities first and second of clauses (a)(i)(A), (B), (C) or (D) above on any Distribution Date, the remaining Group I-1, Group I-2, Group I-3 and Group I-4 Available Funds are less than the sum of the Group I-1, Group I-2, Group I-3 and Group I-4 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (J) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group I-1, Group I-2, Group I-3 and Group I-4 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (ii) With respect to the Group II Certificates: On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I II Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on each Distribution Date, the Group 1 II-1 Available Funds will be distributed to the Group 1 Senior Class II-A-1 Certificates as follows: (i) FIRST: first, to the Group 1 Senior Class II-A-1 Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Class II-A-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 described below; (ii) SECOND; second, to the Group 1 Senior Class II-A-1 Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 II-1 Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each caseand third, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class III-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group II-1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II-1 Available Funds, until the Current Principal Amount of such Class have been reduced to zero; (B) on each Distribution Date, the Group II-2 Available Funds will be distributed to the Class II-A-2 Certificates as follows: first, to the Class II-A-2 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class II-A-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II-2 Available Funds; and third, to the Class II-A-2 Certificates, in reduction of the Current Principal Amount thereof, the Group II-2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II-2 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; and; (bC) 92.3188602909% Except as provided in paragraphs (D) and (E) below, on each Distribution Date on or prior to the Group II Cross-Over Date, an amount equal to the sum of the remaining Group 1 Senior Optimal Principal Distribution Amount shall II-1 and Group II-2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class III-A-2B-1, Class III-A-3B-2, Class III-A-4B-3, Class III-A-5B-4, Class III-A-B-5 and Class II-B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the sum of the remaining Group II Available Funds. (D) On each Distribution Date prior to the Group II Cross-Over Date but after the reduction of the Current Principal Amount of any of the Group II-1 or Group II-2 Senior Certificates to zero, the remaining Class or Classes of Group II Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Group II Senior Certificates' respective Mortgage Loan Group allocated to such Group II Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Mortgage Loan Group relating to the fully repaid Class or Classes of Group II Senior Certificates; provided, however, that if (A) the weighted average Group II Subordinate Percentage equals or exceeds 6.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Group II Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Group II Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Group II Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Mortgage Loan Group and any Group II Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Group II Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Group II Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Group II Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Mortgage Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Group II Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Group II Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Group II Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Loan Group. Any such reduction in the Accrued Certificate Interest on the Group II Subordinate Certificates will be allocated in reverse order of the Group II Subordinate Certificates numerical designations, commencing with the Class II-B-6 Certificates. (F) If, after distributions have been made pursuant to priorities first and second of clauses (a)(ii)(A) or (B) above on any Distribution Date, the remaining Group II-1 and Group II-2 Available Funds are less than the sum of the Group II-1

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 February 2004, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 I Available Funds will be distributed to the Group 1 I Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-X, Class R-I, Class R-II and Class R-III Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-X, Class R-I, Class R-II and Class R-III 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 described below; (ii) ; SECOND, to the Group 1 Senior Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-X, Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; and (iii) THIRD, to the Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group 1 I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of each such Class has been reduced to zero; FOURTH, to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of each such Class has been reduced to zero; FIFTH, to the Class I-PO Certificates, the related Class I-PO Certificate Principal Distribution Amount for such Distribution Date to the extent of the remaining Group I Available Funds, until the Current Principal Amount thereof has been reduced to zero; and SIXTH, to the Class I-PO Certificates, the Class I-PO Certificate Deferred Amount to the extent of the remaining Group I Available Funds, provided, that (i) such distributions shall not reduce the Current Principal Amount of the Class I-PO Certificates and (ii) no distribution will be made in respect of the Class I-PO Certificate Deferred Amount on or after the Cross-Over Date. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: FIRST, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-X Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-X Certificates is subject to reduction in each casethe event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-X Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 II Available Funds; THIRD, to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, shall be distributed concurrently as followsuntil the Current Principal Amount of each such Class has been reduced to zero; FOURTH, except as provided in clause (C) below: (a) 7.6811397091% of to the Group 1 Senior Optimal Class II-PO Certificates, the Class II-PO Certificate Principal Distribution Amount for such Distribution Date to the extent of the remaining Group II Available Funds, until the Current Principal Amount thereof has been reduced to zero; and FIFTH, to the Class III-PO Certificates, the Class II-PO Certificate Deferred Amount to the extent of the remaining Group II Available Funds, provided, that (i) such distributions shall not reduce the Current Principal Amount of the Class II-PO Certificates and (ii) no distribution will be made in respect of the Class II-PO Certificate Deferred Amount on or after the Cross-Over Date. (iii) on each Distribution Date, the Group III Available Funds will be distributed to the Group III Senior Certificates as follows: FIRST, to the Class III-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class III-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group III Available Funds; and THIRD, to the Class III-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group III Available Funds, until the Current Principal Amount of such Class has been reduced to zero; and. (biv) 92.3188602909% Except as provided in paragraphs (v) and (vi) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of the remaining Group 1 Senior Optimal Principal Distribution Amount shall I, Group II and Group III Available Funds after the distributions in (i) and (ii) above will be distributed sequentiallysequentially in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Group I, Group II and Group III Available Funds. (v) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of all of the Senior Certificates of a Certificate Group (other than the Interest Only Certificates and Principal Only Certificates, as applicable) to zero, the Classes of Senior Certificates (other than the Interest Only Certificates and Principal Only Certificates, as applicable) in the remaining Certificate Groups will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Senior Certificates, 100% of the Non-PO Percentage of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the Senior Certificates of the fully repaid Certificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 50%, then the additional allocation of Principal Prepayments to such remaining Class or Classes of Senior Certificates in accordance with this clause (v) will not be made and 100% of the Non-PO Percentage of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (vi) If on any Distribution Date on which the aggregate Current Principal Amount of the Group I, Group II or Group III Senior Certificates (other than the Interest Only Certificates and Principal Only Certificates) would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group (other than the PO Percentage of the related Discount Mortgage Loans) and any Subordinate Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (A) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to the Group I, Group II and Group III Senior Certificates (other than the Interest Only Certificates and Principal Only Certificates), as applicable, in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group (other than the PO Percentage of the related Discount Mortgage Loans), and (B) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group (other than the PO Percentage of the related Discount Mortgage Loans). Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (vii) If, after distributions have been made pursuant to priorities FIRST and SECOND of clause (i) above on any Distribution Date, the remaining Group I Available Funds are less than the sum of the Group I Senior Optimal Principal Amount and Class I-A-2PO Certificate Principal Distribution Amount, such amounts shall be reduced, and such remaining funds will be distributed to the Group I Senior Certificates (other than the Class I-A-3, Class I-A-4, A-4 and Class I-A-5, X Certificates) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class I-A-PO Certificates pursuant to this paragraph, the principal balance of the Class I-PO Certificates shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class I-PO Certificates in accordance with priority FIFTH of clause (i) above, and (ii) principal actually distributed to the Class I-PO Certificates after giving effect to this paragraph. The Class I-PO Certificate Cash Shortfall for the Class I-PO Certificates with respect to any Distribution Date will be added to the Class I-PO Certificate Deferred Amount. (viii) If, after distributions have been made pursuant to priorities FIRST and SECOND of clause (ii) above on any Distribution Date, the remaining Group II Available Funds is less than the sum of the Group II Senior Optimal Principal Amount, such amounts shall be reduced, and such remaining funds will be distributed to the Group II Senior Certificates (other than the Class I-A-3 Certificates and Class II-X Certificates) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class II-PO Certificates pursuant to this paragraph, the principal balance of the Class II-PO Certificates shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class II-PO Certificates in accordance with priority FOURTH of clause (ii) above, and (ii) principal actually distributed to the Class II-PO Certificates after giving effect to this paragraph. The Class II-PO Certificate Cash Shortfall for the Class II-PO Certificates with respect to any Distribution Date will be added to the Class II-PO Certificate Deferred Amount. (b) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided, that if on any Distribution Date there are any Group I, Group II or Group III Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (e) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (f) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 March 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) FIRST, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as followssequentially, except as provided in clause (C) below:the following order, (a) 7.6811397091concurrently, 61% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates and 39% to the Class I-A-2-1 Certificates and Class I-A-2-2 Certificates, on a pro rata basis, based on the Current Principal Amounts thereof, in reduction of the Current Principal Amounts thereof, until the Current Principal Amount of the Class I-A-1 has been reduced to zero; (b) to the Class I-A-2-1 Certificates and Class I-A-2-2 Certificates, on a pro rata basis, based on the Current Principal Amounts thereof, in reduction of the Current Principal Amounts thereof, until the Current Principal Amounts of such Classes have been reduced to zero; (c) to the Class I-A-3 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class has been reduced to zero; and (bd) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentially, to the Class I-A-2A-4 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-has been reduced to zero;

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 April 2004, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Class A, Class XB, Class, Class R-I and Class R-II Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Class A, Class XB, Class R-I and Class R-II 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 described below; (ii) ; SECOND, to the Group 1 Senior Class A, Class XB, Class R-I and Class R-II Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of the remaining Group 1 Available Funds; and (iii) THIRD, to the Group 1 Class R-I and Class R-II Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Senior Optimal Principal Amount for such Distribution Date, in each case, Date to the extent of the remaining Group 1 Available Funds, shall be distributed concurrently as followsuntil the Current Principal Amount of each such Class has been reduced to zero; and FOURTH, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, A Certificates in reduction of the Current Principal Amount thereof, the remaining Senior Optimal Principal Amount for such Distribution Date to the extent of the remaining Available Funds, until the Current Principal Amount of such Class has been reduced to zero; and. (ii) On each Distribution Date on or prior to the Cross-Over Date, the remaining Available Funds after the distributions in clause (i) above will be distributed sequentially in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Available Funds. (iii) If, after distributions have been made pursuant to priorities FIRST and SECOND of clause (i) above on any Distribution Date, the remaining Available Funds are less than the Senior Optimal Principal Amount, the Senior Optimal Principal Amount shall be reduced, and such remaining Available Funds will be distributed to the Senior Certificates on the basis of such reduced amount. (b) 92.3188602909% On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificate. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount or Notional Amount of such Classes. (d) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (e) If on any Distribution Date the Available Funds is less than the Accrued Certificate Interest on the Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Group 1 Senior Optimal Principal Certificates entitled to such amounts on subsequent Distribution Amount shall be distributed sequentiallyDates, to the Class I-A-2extent of the Available Funds remaining after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (f) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2003 August 2005, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 I Available Funds will be distributed to the Group 1 I Senior Certificates as follows: (i) FIRST: first, to the Group 1 Senior Class I-A-1, Class R-I and Class R-II Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Class I-A-1, Class R-I and Class R-II 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 described below; (ii) SECOND; second, to the Group 1 Senior Class I-A-1, Class R-I and Class R-II Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; and (iii) THIRDthird, to the Class R-I Certificates and Class R-II Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group 1 I Senior Optimal Principal Amount for such Distribution Date, in each case, Date to the extent of remaining Group 1 I Available Funds, shall be distributed concurrently as followsuntil the Current Principal Amounts of each such Class has been reduced to zero; and fourth, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of such Class has been reduced to zero; and. (bii) 92.3188602909% of on each Distribution Date, the Group 1 Senior Optimal Principal Distribution Amount shall II Available Funds will be distributed sequentiallyto the Group II Senior Certificates as follows: first, to the Class III-A-2A-1 Certificates the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A-3A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class III-A-4A-1 Certificates, Class I-A-5any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, Class I-A-to the extent of remaining Group II Available Funds; and

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 June 2003, in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) : FIRST, to the Group 1 Insurer, the MBIA Premium Amount (including any unpaid premium from previous Distribution Dates) and then to the interest-bearing Classes of Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) ; SECOND, to the Group 1 interest-bearing Classes of Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; andTHIRD, to the Class R-I Certificates and Class R-II Certificates, concurrently on a pro rata basis, in reduction of its Current Principal Amount, until the Current Principal Amount thereof has been reduced to zero; FOURTH, to the Senior Certificates (other than the Class A-3, Class A-4, Class A-9, Class A-14, Class PO and Class X Certificates), in reduction of the Current Principal Amount thereof, concurrently as follows: (iiii) THIRD, 45.19908970564% of the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent following manner and order of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) belowpriority: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 A-15 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class thereof has been reduced to zero; and, in an amount equal to the Class A-15 Optimal Principal Amount; (b) 92.3188602909% up to an amount of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentially$7,875, to the Class I-A-2A-11 Certificates, Class I-A-3commencing on the Distribution Date in June 2006, Class I-A-4in reduction of the Current Principal Amount thereof, Class I-A-5, Class I-A-until the Current Principal Amount thereof has been reduced by $7,875,000 pursuant to this clause and clause (i)(d) below; (c) concurrently as follows:

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 August 2004, in an aggregate amount equal to the Available Funds for such Distribution Date. (i) . On the first Distribution Date, an amount equal to the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) Deposit Amount will be distributed to the Class R-I I, Class R-II and Class R-III Certificates, pro rata, in reduction of its their respective Current Principal AmountAmounts, until its their respective Current Principal Amount has Amounts have been reduced to zero. On the first Distribution Date, the Paying Agent will, prior to the distribution of Group I Available Funds to any Group I Certificate, distribute the First Distribution Date Distribution Amount to the Class I-X Certificates, pro rata, as follows: (i) from Group I Available Funds, an amount equal to the product of (x) the First Distribution Date Distribution Amount and (y) the Component 1X Distribution Percentage; and (ii) from Group I Available Funds, an amount equal to the product of (x) the First Distribution Date Distribution Amount and (y) the Component 2X Distribution Percentage. (iiA) On each Distribution Date, the Group 1 I Available Funds shall be distributed as follows: (A) or on each the first Distribution Date, the Group 1 I Available Funds remaining following the distribution of the First Distribution Date Distribution Amount to the Class I-X Certificates) will be distributed to the Group 1 I Senior Certificates and the Class I-X Certificates as follows: first, concurrently, as follows: (i1) FIRSTpro rata, to the extent of Group 1 Senior I Available Funds allocable to Loan Subgroup I-1, to the Class I-A-1 Certificates and Component 1X of the Class I-X Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, and to Component 2X of the Class I-X Certificates, the Subgroup I-1 Allocation Fraction of Accrued Certificate Interest on the Group 1 Senior 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 described below;such Component for such Distribution Date; and (ii2) SECONDpro rata, to the extent of Group 1 Senior I Available Funds allocable to Loan Subgroup I-2, to the Class I-A-2 Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous on such Class for such Distribution DatesDate, and to Component 2X of the Class I-X Certificates, the Subgroup I-2 Allocation Fraction of Accrued Certificate Interest on such Component for such Distribution Date; provided, however, that the amount of Accrued Certificate Interest paid to the Class I-X Certificates in respect of Component 1X will be reduced by the aggregate amount of any Carryover Shortfall Amounts on the Class I-A-1 Certificates, and that the amount of Accrued Certificate Interest paid to the Class 91 second, to the extent of remaining Group 1 I Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Amount for Funds allocable to such Distribution Date, in each caseClass or Component of such Certificates, to the extent Group I Senior Certificates and Component 1X and Component 2X of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 X Certificates, in reduction the Accrued Certificate Interest thereon pursuant to clause first remaining undistributed from previous Distribution Dates (other than, with respect to Component 1X and Component 2X of the Current Principal Amount thereof, until the Current Principal Amount of such Class has been reduced to zero; and (b) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentially, to the Class I-A-2X Certificates, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-any amounts pursuant to clause first deposited into the Carryover Shortfall Reserve Fund); and

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 June 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed to in the following order of priority among the Group 1 Senior Certificates as follows: (i) Certificates: FIRST, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) ; SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, to the Class I-A Certificates in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount thereof has been reduced to zero; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Class 2 Senior Certificates as follows: FIRST, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; THIRD, sequentially, to the Class R-I, Class R-II and Class II-A Certificates, in that order, in reduction of the Current Principal Amounts thereof, the Group 2 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero. (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B- 4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the sum of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (aD) 7.6811397091% On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Certificates to zero, the remaining Class or Classes of Senior Optimal Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Amount Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class I-A-1 of Senior Certificates; PROVIDED, HOWEVER, that if the weighted average Subordinate Percentage equals or exceeds 9.00% on such Distribution Date, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i)(A) and (B) above on any Distribution Date, the remaining Group 1 or Group 2 Available Funds are less than the sum of the Group 1 or Group 2 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. On each Distribution Date, any Group 1 or Group 2 Available Funds remaining after payment of interest and principal as described above with respect to the Group 2 Certificates will be distributed to the Class R Certificates. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Class Certificate has been reduced to zero; and. (bf) 92.3188602909% If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Group 1 Senior Optimal Principal Certificates of the related Classes entitled to such amounts on subsequent Distribution Amount shall be distributed sequentiallyDates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 November 2003, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 I Available Funds will be distributed to the Group 1 I Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Certificates (other than the Class PO Certificates), including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Certificates (other than the Class PO 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 described below; (ii) ; SECOND, to the Group 1 Senior Certificates (other than the Class PO Certificates), on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and THIRD, concurrently as follows: (I) to the extent of the remaining Available Funds related to Subgroup 1, to the Class A-1, Class A-2, Class A-3, Class A-5, Class A-6, Class A-9, Class R-I, Class R-II and Class R-III Certificates, as principal, the Subgroup 1 Principal Distribution Amount in the order set forth in Section 6.01(h) below; and (II) to the extent of the remaining Available Funds related to Subgroup 2, to the Class A-7 Certificates, as principal, the Subgroup 2 Principal Distribution Amount, in reduction of the Current Principal Amount, until the Current Principal Amount thereof has been reduced to zero. FOURTH, to the Class PO Certificates, the Class PO Certificate Principal Distribution Amount for such Distribution Date to the extent of the remaining Available Funds, until the Current Principal Amount thereof has been reduced to zero; FIFTH, to the Class PO Certificates, the Class PO Certificate Deferred Amount, provided, that (i) on any Distribution Date, distributions pursuant to this priority FIFTH shall not exceed the excess, if any, of (x) Available Funds remaining after giving effect to distributions pursuant to priority FIRST through FOURTH above 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 Subordinate Certificates then outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Class PO Certificates and (iii) THIRDno distribution will be made in respect of the Class PO Certificate Deferred Amount on or after the Cross-Over Date; and SIXTH, to the Insurer, the Group 1 Senior Optimal Principal Amount MBIA Reimbursement Amount; (ii) On each Distribution Date on or prior to the Cross-Over Date, an amount equal to the remaining Available Funds after the distributions in (i) above will be distributed sequentially in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such class's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Group 1 Available Funds. (iii) If, after distributions have been made pursuant to priorities FIRST and SECOND of clause (i) above on any Distribution Date, the remaining Available Funds related to Subgroup 1 is less than the sum of the Subgroup 1 and Class PO Principal Distribution Amount, or the remaining Available Funds related to Subgroup 2 is less than the Subgroup 2 Principal Distribution Amount, such amounts shall be reduced, and such remaining funds will be distributed to the related Senior Certificates (other than the Interest Only Certificates) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class PO Certificates pursuant to this paragraph, the principal balance of the Class PO Certificates shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class PO Certificates in accordance with priority FIFTH of clause (i) above, and (ii) principal actually distributed to the Class PO Certificates after giving effect to this paragraph. The Class PO Certificate Cash Shortfall for the Class PO Certificates with respect to any Distribution Date will be added to the Class PO Certificate Deferred Amount. (b) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto and payment of amounts due and owing to the Insurer as described above, as described above, will be distributed to the Class R-III Certificates; provided, that if on any Distribution Date there are any Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto and payment of amounts due and owing to the Insurer, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, and to the Insurer, until all amounts due to all Classes of Senior Certificates and to the Insurer have been paid in full, before any amounts are distributed to the Class R-III Certificates. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (e) If on any Distribution Date the Available Funds for the Senior Certificates is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (f) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs. (g) Notwithstanding the priorities relating to distributions of principal among the Insured Certificates described above, on any Distribution Date, distributions in respect of principal on the Insured Certificates will be allocated among the Holders of the Insured Certificates as set forth in Section 6.10. On each Distribution Date on which amounts are available for distributions in reduction of the Current Principal Amount of the Insured Certificates (including, for purposes of this paragraph, the portion of any Insured Payment allocable to principal) the aggregate amount available for such distributions will be rounded upward by the Rounding Amount. Such rounding will be accomplished on the first Distribution Date on which distributions in reduction of the Current Principal Amount of the Insured Certificates are made by withdrawing from the Rounding Account the Rounding Amount for deposit into the Distribution Account, and such Rounding Amount will be added to the amount that is available for distributions in reduction of the Current Principal Amount of the Insured Certificates. On each succeeding Distribution Date on which distributions in reduction of the Current Principal Amount of the Insured Certificates are made, first, the aggregate amount available for distribution in reduction of the Current Principal Amount of the Insured Certificates will be applied to repay the Rounding Amount withdrawn from the Rounding Account on the prior Distribution Date and then, the remainder of such allocable amount, if any, will be similarly rounded upward through another withdrawal from the Rounding Account and such determined Rounding Amount will be added to the amount that is available for distribution in reduction of the Current Principal Amount of the Insured Certificates. Any funds remaining in the Rounding Account after the Current Principal Amount of the Insured Certificates is reduced to zero shall be distributed concurrently to the Class R-III Certificateholders. (h) On each Distribution Date before the Cross-Over Date, an amount, up to the amount of the Subgroup 1 Principal Distribution Amount for that Distribution Date, will be distributed as principal as follows, except as provided in clause (C) below: (a1) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount sequentially to the Class R-I, Class R-A-1 II and Class R-III Certificates, in reduction of the Current Principal Amount thereof, in each case until the Current Principal Amount thereof has been reduced to zero; (2) to the Class A-9 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero, in an amount equal to the Lockout Principal Amount; (3) up to an amount of such $17,000, to the Class A-6 Certificates, commencing on the Distribution Date in January 2007, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero: (4) to the Class A-1, Class A-2 and Class A-3 Certificates, concurrently on a pro rata basis, in reduction of the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero; (5) to the Class A-5 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; (6) to the Class A-6 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; and (b7) 92.3188602909% to the Class A-9 Certificates, in reduction of the Group Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero. (i) On each Distribution Date after the Cross-Over Date, an amount, up to the amount of the Subgroup 1 Senior Optimal Principal Distribution Amount shall for that Distribution Date, will be distributed sequentiallyto the Class A-1, Class A-2, Class A-3, Class A-5, Class A-6 and Class A-9 Certificates on a pro rata basis, based on the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero. (j) On each Distribution Date, an amount, up to the amount of the Subgroup 2 Principal Distribution Amount for that Distribution Date, will be distributed as principal, to the Class I-A-2A-7 Certificates, Class I-A-3in reduction of the Current Principal Amount thereof, Class I-A-4, Class I-A-5, Class I-A-until the Current Principal Amount thereof has been reduced to zero.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 June 2004, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 I Available Funds will be distributed to the Group 1 I Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Class R-I, Class R-II, Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Class R-I, Class R-II, Class I-A-1, Class I-A-2 and Class I-A-3 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 described below; (ii) ; SECOND, to the Group 1 Senior Class R-I, Class R-II, Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; andTHIRD, to the Class R-I Certificates and Class R-II Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of each such Class has been reduced to zero; and FOURTH, to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: FIRST, to the Class II-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class II-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and THIRD, to the Class II-A Certificates, in reduction of the Current Principal Amount thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (iii) THIRDon each Distribution Date, the Group 1 III Available Funds will be distributed to the Group III Senior Certificates as follows: FIRST, to the Class III-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class III-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group III Available Funds; and THIRD, to the Class III-A Certificates, in reduction of the Current Principal Amount thereof, the Group III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group III Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (iv) on each Distribution Date, the Group IV Available Funds will be distributed to the Group IV Senior Certificates as follows: FIRST, to the Class IV-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class IV-A Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class IV-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group IV Available Funds; and THIRD, to the Class IV-A Certificates, in reduction of the Current Principal Amount thereof, the Group IV Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group IV Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (v) Except as provided in clauses (vi) and (vii) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group I, Group II, Group III and Group IV Available Funds after the distributions in clauses (i), (ii), (iii) and (iv) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (A) the Accrued Certificate Interest thereon for such Distribution Date, (B) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (C) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 I, Group II, Group III and Group IV Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (avi) 7.6811397091On each Distribution Date prior to the Cross-Over Date but after the reduction of the Current Principal Amount of all of the Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group 1 Senior Optimal Principal Distribution Amount relating to the Class I-A-1 or Classes of Senior Certificates of the fully repaid Certificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (vi) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (vii) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group and any Subordinate Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (A) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group, and (B) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i), (ii), (iii) and (iv) above on any Distribution Date, the remaining Group I, Group II, Group III or Group IV Available Funds are less than the Group I, Group II, Group III and Group IV Senior Optimal Principal Amounts, respectively, the Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed on the related Senior Certificates, on a pro rata basis, on the basis of such reduced amount. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates; provided that if on any Distribution Date there are any Group I, Group II, Group III or Group IV Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-II Certificates. (d) For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero; and. (bf) 92.3188602909% If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Group 1 Senior Optimal Principal Certificates of the related Classes entitled to such amounts on subsequent Distribution Amount shall be distributed sequentiallyDates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 October 2004, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (i) With respect to the Group I Certificates: (A) on each Distribution Date, the Group 1 I-1 Available Funds will be distributed to the Group 1 I-1 Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Class I-1-A-1, Class I-1-A-2, Class I-1-A-3, Class R-I and Class R-II Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Class I-1-A-1, Class I-1-A-2, Class I-1-A-3, Class R-I and Class R-II 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 described below; (ii) ; SECOND, to the Group 1 Senior Class I-1-A-1, Class I-1-A-2, Class I-1-A-3, Class R-I and Class R-II Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I-1 Available Funds; and (iii) THIRD, to the Class R-I Certificates and Class R-II Certificates, on a pro rata basis, in reduction of the Current Principal Amount thereof, the Group 1 I-1 Senior Optimal Principal Amount for such distribution date to the extent of Group I-1 Available Funds until the Current Principal Amount of each such class is reduced to zero; and FOURTH, Class I-1-A-1, Class I-1-A-2 and Class I-1-A-3 Certificates, in reduction of the Current Principal Amount thereof, the Group I-1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-1 Available Funds, until the Current Principal Amount of such Classes has been reduced to zero. (B) on each Distribution Date, the Group I-2 Available Funds will be distributed to the Group I-2 Senior Certificates as follows: FIRST, to the Class I-2-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-2-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-2-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-2 Available Funds; and THIRD, to the Class I-2-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group I-2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-2 Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (C) on each Distribution Date, the Group I-3 Available Funds will be distributed to the Group I-3 Senior Certificates as follows: FIRST, to the Class I-3-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-3-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-3-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-3 Available Funds; and THIRD, to the Class I-3-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group I-3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-3 Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (D) on each Distribution Date, the Group I-4 Available Funds will be distributed to the Group I-4 Senior Certificates as follows: FIRST, to the Class I-4-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-4-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-4-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-4 Available Funds; and THIRD, to the Class I-4-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group I-4 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-4 Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (E) Except as provided in clauses (F) and (G) below, on each Distribution Date on or prior to the Group I Cross-Over Date, an amount equal to the sum of any remaining Group I-1, Group I-2, Group I-3 and Group I-4 Available Funds after the distributions in clauses (A), (B), (C) and (D) above will be distributed sequentially, in the following order, to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5 and Class I-B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 I-1, Group I-2, Group I-3 and Group I-4 Available Funds. (F) On each Distribution Date prior to the Group I Cross-Over Date, shall but after the reduction of the Current Principal Amount of the Group I-1, Group I-2, Group I-3 or Group I-4 Senior Certificates to zero, the remaining Class or Classes of Group I Senior Certificates will be distributed concurrently as followsentitled to receive in reduction of their Current Principal Amounts, except as provided pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in clause (C) below: addition to any Principal Prepayments related to such remaining Group I Senior Certificates' respective Loan Group allocated to such Group I Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Group I Senior Certificates; provided, however, that if (a) 7.6811397091the weighted average of the Group I Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Group I Subordinate Percentages and (b) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans delinquent 60 days or more (including for this purpose any such Group I Mortgage Loans in foreclosure and Group I Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Group I Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Group I Senior Certificates in accordance with this clause (F) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group 1 Senior Optimal Principal Distribution Amount relating to the fully repaid Class I-A-1 or Classes of Group I Senior Certificates will be allocated to the Group I Subordinate Certificates. (G) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Group I Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group and any Group I Subordinate Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (a) 100% of amounts otherwise allocable to the Group I Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Group I Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class has been reduced or Classes of Group I Senior Certificates is an amount equal to zero; and the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group, and (b) 92.3188602909% the Accrued Certificate Interest otherwise allocable to the Group I Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Group I Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Group I Subordinate Certificates will be allocated in reverse order of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentiallyI Subordinate Certificates numerical designations, to commencing with the Class I-A-2B-6 Certificates. (H) If, Class I-A-3after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i)(A), Class I-A-4(B), Class I-A-5(C) and (D) above on any Distribution Date, Class I-A-the remaining Group I-1, Group I-2, Group I-3 or Group I-4 Available Funds are less than the Group I-1, Group I-2, Group I-3 and Group I-4 Senior Optimal Principal Amounts, respectively, such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 December 2001, in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed to in the following order of priority among the Group 1 Senior Certificates as follows: (i) Certificates: FIRST, to the Group 1 Senior Certificates, including Component X-I of the related ComponentsClass X Certificates, on a PRO RATA basis, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) ; SECOND, to the Group 1 Senior Certificates, including Component X-I of the Class X Certificates, on a pro rata PRO RATA basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, to the Class A-1 Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of Class A-1 Certificates has been reduced to zero; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: FIRST, to the Group 2 Senior Certificates, including Component X-II of the Class X Certificates, on a PRO RATA basis, the Accrued Certificate Interest on such Class or Component for such Distribution Date; SECOND, to the Group 2 Senior Certificates, including Component X-II of the Class X Certificates, on a PRO RATA basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; THIRD, sequentially, in the following order, to the Class R-I, Class R-II and Class A-2 Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (E) and (F) below, on each Distribution Date prior to the Cross- Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed to the Class A-3 Certificates, up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except . (D) Except as provided in clause (E) and (F) below, on each Distribution Date prior to the Cross- Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A), (B) and (C) below: above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) 7.6811397091% the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (E) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Optimal Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, PRO RATA based upon their Current Principal Amounts immediately prior to such Distribution Amount Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class I-A-1 of Senior Certificates; PROVIDED, HOWEVER, that if the weighted average Senior Mezzanine and Subordinate Percentage equals or exceeds 13.00% on such Distribution Date, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause will not be made. (F) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Senior Mezzanine or Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Senior Mezzanine and Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class has been reduced or Classes of Senior Certificates is an amount equal to zero; andthe aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Senior Mezzanine and Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the 77 Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Senior Mezzanine and Subordinate Certificates will be allocated first, in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates, and then to the Senior Mezzanine Certificates. (b) 92.3188602909% If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i)(A) and (B) above on any Distribution Date, the remaining Group 1 or Group 2 Available Funds are less than the sum of the Group 1 or Group 2 Senior Optimal Principal Distribution Amount Amounts such amount shall be reduced, and such remaining funds will be distributed sequentially, to on the Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-related Senior Certificates on the basis of such reduced amount.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 November 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed to in the Group 1 Senior Certificates as follows: (i) FIRST, to following order of priority among the Group 1 Senior Certificates: first, including to the related ComponentsClass I-A Certificates, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND; second, to the Group 1 Senior Class I-A Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRDthird, sequentially, in the following order, to the Class R-I, Class R-II and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, to the Group 2 Senior Certificates, the Group 2 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of the Group 2 Senior Certificates has been reduced to zero. (C) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: first, to the Group 3 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; third, to the Group 3 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of the Group 3 Senior Certificates has been reduced to zero. (D) On each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed to the Group 4 Senior Certificates as follows: first, to the Group 4 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 4 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; third, to the Group 4 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of the Group 4 Senior Certificates has been reduced to zero. (E) On each Distribution Date prior to the Cross-Over Date, the Group 5 Available Funds will be distributed to the Group 5 Senior Certificates as follows: first, to the Group 5 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 5 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 5 Available Funds; third, to the Group 5 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 5 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 5 Available Funds, until the Current Principal Amount of the Group 5 Senior Certificates has been reduced to zero. (F) On each Distribution Date prior to the Cross-Over Date, the Group 6 Available Funds will be distributed to the Group 6 Senior Certificates as follows: first, to the Group 6 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 6 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 6 Available Funds; third, to the Group 6 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 6 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 6 Available Funds, until the Current Principal Amount of the Group 6 Senior Certificates has been reduced to zero. (G) On each Distribution Date prior to the Cross-Over Date, the Group 7 Available Funds will be distributed to the Group 7 Senior Certificates as follows: first, to the Group 7 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 7 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 7 Available Funds; third, to the Group 7 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 7 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 7 Available Funds, until the Current Principal Amount of the Group 7 Senior Certificates has been reduced to zero. (H) Except as provided in (I) and (J) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 and Group 7 Available Funds after the distributions in (A), (B), (C), (D), (E), (F) and (G) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (aI) 7.6811397091On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 or Group 7 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group 1 Senior Optimal Principal Distribution Amount relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 7.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (I-A-1 Certificates) will not be made. (J) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities first and second of clauses (a)(i)(A), (B), (C), (D), (E), (F) and (G) above on any Distribution Date, the remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 or Group 7 Available Funds are less than the sum of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 or Group 7 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates; provided that if on any Distribution Date there are any Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 or Group 7 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-II Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Class Certificate has been reduced to zero; and. (bf) 92.3188602909% If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Group 1 Senior Optimal Principal Certificates of the related Classes entitled to such amounts on subsequent Distribution Amount shall be distributed sequentiallyDates, to the Class I-A-2extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, Class I-A-3except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, Class I-A-4to the extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 May 2004, in an aggregate amount equal to the Available Funds for such Distribution Date. (i) . On the first Distribution Date, the amount deposited by Paying Agent will, prior to the Seller into distribution of Available Funds to any Certificate, distribute the First Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed Distribution Amount to the Class R-I X Certificates, in reduction pro rata, as follows: (i) from Group I Available Funds, an amount equal to the product of its Current Principal Amount(x) the First Distribution Date Distribution Amount and (y) the Group I Distribution Percentage; (ii) from Group II Available Funds, until its Current Principal an amount equal to the product of (x) the First Distribution Date Distribution Amount has been reduced and (y) the Group II Distribution Percentage; and (iii) from Group III Available Funds, an amount equal to zerothe product of (x) the First Distribution Date Distribution Amount and (y) the Group III Distribution Percentage. (iiA) On each Distribution Date, the Group 1 I Available Funds shall be distributed as follows: (A) or on each the first Distribution Date, the Group 1 I Available Funds remaining following the distribution of the First Distribution Date Distribution Amount to the Class X Certificates) will be distributed to the Group 1 I Senior Certificates and the Class X Certificates as follows: (i) FIRST: first, pro rata, to the Group 1 I Senior Certificates and Component 1X of the Class X Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date, and to Component 2X of the Class X Certificates, the Group I Allocation Fraction of Accrued Certificate Interest on such Component for such Distribution Date; provided, however, that the amount of Accrued Certificate Interest paid to the Class X Certificates in respect of Component 1X will be reduced by the aggregate amount of any Carryover Shortfall Amounts on the Group I Senior Certificates, and that the amount of Accrued Certificate Interest paid to the Class X Certificates pursuant to this clause in respect of Component 2X will be reduced by the Group I Allocation Fraction of any Carryover Shortfall Amounts on the Class M, Class B-1, Class B-2 and Class B-3 Certificates, in each case for that Distribution Date, which will be deposited into the Carryover Shortfall Reserve Fund. As described belowIn addition, Accrued Certificate Interest on such Group I Senior Certificates and each such Component of the Group 1 Senior Class X Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among the such Group 1 I Senior Certificates as described below; (ii) SECONDand Components of the Class X Certificates in accordance with the provisions of Section 6.02(g); second, to the Group 1 I Senior Certificates and Component 1X and Component 2X of the Class X Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon pursuant to clause first remaining undistributed from previous Distribution DatesDates (other than, with respect to Component 1X and Component 2X of the Class X Certificates, any amounts pursuant to clause first deposited into the Carryover Shortfall Reserve Fund), to the extent of remaining Group 1 I Available Funds; and (iii) THIRDthird, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 A Certificates, in reduction of the Current Principal Amount thereof, the Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (B) On each Distribution Date, the Group II Available Funds (or on the first Distribution Date, the Group II Available Funds following the distribution of the First Distribution Date Distribution Amount to the Class X Certificates) will be distributed to the Group II Senior Certificates and the Class X Certificates as follows: first, pro rata, to the Group II Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date, and to Component 2X of the Class X Certificates, the Group II Allocation Fraction of Accrued Certificate Interest on such Component for such Distribution Date; andprovided, however, that the amount of Accrued Certificate Interest paid to the Class X Certificates pursuant to this clause in respect of Component 2X will be reduced by the Group II Allocation Fraction of any Carryover Shortfall Amounts on the Class M, Class B-1, Class B-2 and Class B-3 Certificates, in each case for that Distribution Date, which will be deposited into the Carryover Shortfall Reserve Fund. In addition, Accrued Certificate Interest on the Group II Senior Certificates and such Component of the Class X Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among such Group II Senior Certificates and Components of the Class X Certificates in accordance with the provisions of Section 6.02(g); second, to the Group II Senior Certificates and Component 2X of the Class X Certificates, any Accrued Certificate Interest thereon pursuant to clause first remaining undistributed from previous Distribution Dates (other than, with respect to Component 2X of the Class X Certificates, any amounts deposited into the Carryover Shortfall Reserve Fund), to the extent of remaining Group II Available Funds; and third, to the Group II Senior Certificates, in reduction of the Current Principal Amount thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (C) On each Distribution Date, the Group III Available Funds (or on the first Distribution Date, the Group III Available Funds following the distribution of the First Distribution Date Distribution Amount to the Class X Certificates) will be distributed to the Group III Senior Certificates and the Class X Certificates as follows: first, pro rata, to the Group III Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date, and to Component 2X of the Class X 84 Certificates, the Group III Allocation Fraction of Accrued Certificate Interest on such Component for such Distribution Date; provided, however, that the amount of Accrued Certificate Interest paid to the Class X Certificates pursuant to this clause in respect of Component 2X will be reduced by the Group III Allocation Fraction of any Carryover Shortfall Amounts on the Class M, Class B-1, Class B-2 and Class B-3 Certificates, in each case for that Distribution Date, which will be deposited into the Carryover Shortfall Reserve Fund. In addition, Accrued Certificate Interest on the Group III Senior Certificates and such Component of the Class X Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among such Group III Senior Certificates and Components of the Class X Certificates in accordance with the provisions of Section 6.02(g); second, to the Group III Senior Certificates and Component 2X of the Class X Certificates, any Accrued Certificate Interest thereon pursuant to clause first remaining undistributed from previous Distribution Dates (other than, with respect to Component 2X of the Class X Certificates, any amounts deposited into the Carryover Shortfall Reserve Fund), to the extent of remaining Group III Available Funds; and third, to the Group III Senior Certificates, in reduction of the Current Principal Amount thereof, the Group III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group III Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (D) Except as provided in paragraphs (F) and (G) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of the remaining Group I Available Funds, Group II Available Funds and Group III Available Funds after the distributions in (A), (B) and (C) above will be distributed to the Class M Certificates, up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the sum of the remaining Group I Available Funds, Group II Available Funds and Group III Available Funds. (E) Except as provided in paragraphs (F) and (G) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of the remaining Group I Available Funds, Group II Available Funds and Group III Available Funds after the distributions in (A), (B) (C) and (D) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Group I Available Funds, Group II Available Funds and Group III Available Funds. (F) On each Distribution Date prior to the Cross-Over Date but after the reduction of the Current Principal Amount of any of the Group I Senior Certificates, the Group II Senior Certificates or the Group III Senior Certificates to zero, the remaining Class or Classes of Senior Certificates (other than the Interest Only Certificates) will be entitled to receive on a pro rata basis in reduction of their Current Principal Amounts, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group or Loan Groups allocated to such Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group or Loan Groups relating to the fully repaid Class or Classes of Senior Certificates (other than the Interest Only Certificates); provided, however, that if (A) the weighted average of the Senior Mezzanine and Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Senior Mezzanine and Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Senior Mezzanine and Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates (other than the Interest Only Certificates) in accordance with this clause (F) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group or Loan Groups relating to the fully prepaid Class or Classes of Senior Certificates (other than the Interest Only Certificates) will be allocated on a pro rata basis to the Senior Mezzanine and Subordinate Certificates. (G) If on any Distribution Date the aggregate Current Principal Amount of the Group I Senior Certificates, Group II Senior Certificates or Group III Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group or Loan Groups and any Senior Mezzanine and Subordinate Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, then (i) 100% of amounts otherwise allocable to the Senior Mezzanine and Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates on a pro rata basis in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates, as applicable, is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group or Loan Groups, and (ii) the Accrued Certificate Interest otherwise allocable to the Senior Mezzanine Certificates and Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed on a pro rata basis to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group or Loan Groups. Any such reduction in the Accrued Certificate Interest on the Senior Mezzanine and Subordinate Certificates will be allocated on a pro rata basis in reverse order of the numerical designations of the Subordinate Certificates, commencing with the Class B-6 Certificates, and then will be allocated to the Class M Certificates. (b) 92.3188602909% If, after distributions have been made pursuant to priorities first and second of clauses (A), (B) and (C) above on any Distribution Date, the remaining Group I Available Funds, Group II Available Funds or Group III Available Funds, respectively, are less than the Group 1 I Senior Optimal Principal Distribution Amount, the Group II Senior Optimal Principal Amount or the Group III Senior Optimal Principal Amount, respectively, then such respective amounts shall be reduced, and such remaining funds will be distributed sequentiallyon the related Senior Certificates (other than the Interest Only Certificates) on the basis of such reduced amounts. (c) Pro rata" principal distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. "Pro rata" interest distributions among Classes of Certificates on any Distribution Date will be made in proportion to the Accrued Certificate Interest payable on such Distribution Date. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group I Available Funds, Group II Available Funds or Group III Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates (other than the Interest Only Certificates), pro rata, based upon their Current Principal Amounts, until all amounts due to all such Classes of Senior Certificates (other than the Interest Only Certificates) have been paid in full, before any amounts are distributed to the Class R-III Certificates. (e) On each Distribution Date, any amounts in the Carryover Shortfall Reserve Fund will be distributed, in the following order, first to the Class I-A-2A Certificates, based on Accrued Certificate Interest on such Class, and then sequentially to the Class M, Class I-A-3B-1, Class I-A-4B-2 and Class B-3 Certificates, in each case up to an amount equal to any Carryover Shortfall Amounts with respect to such Classes of Certificates. (f) No Accrued Certificate Interest will be payable with respect to any Class I-A-5or Classes of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate or Certificates or Notional Amount of a Component of such Certificate or Certificates has been reduced to zero. (g) (i) If on any Distribution Date the Group I Available Funds, the Group II Available Funds or the Group III Available Funds for the Group I Senior Certificates, the Group II Senior Certificates or the Group III Senior Certificates, respectively, are less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses on the related Mortgage Loans, the shortfall will be allocated among the holders of each Class I-A-of related Senior Certificates in such Certificate Group or Certificate Groups and the applicable Components of the Class X Certificates

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2003 August 2005, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will Class R Deposit shall be distributed distributed, pro rata, as principal to the Class R-I R Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero.and (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 I Available Funds will be distributed to the Group 1 I Senior Certificates as follows: (i) FIRST: first, to the Group 1 Senior Class I-A-1, Class I-A-2, Class I-A-3 and Class I-X Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date; provided, however, any Accrued Certificate Interest otherwise distributable with respect to the Class I-X Certificates will instead be deposited into the Reserve Fund (i) first, to pay any remaining Basis Risk Shortfall Carryover Amounts on the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, based on the amount of such Basis Risk Shortfall Carryover Amounts, after the application of the funds received from the Yield Maintenance Agreement and the Reserve Fund Deposit, and (ii) second, to maintain a balance in the Reserve Fund equal to the Reserve Fund Deposit. As described below, Accrued Certificate Interest accrued interest on the Group 1 Senior Class I-A-1, Class I-A-2, Class I-A-3 and Class I-X Certificates is subject to reduction in the event of certain Net Interest Shortfalls and Net Deferred Interest allocable thereto. Any Net Interest Shortfalls shall be allocated among the Group 1 Senior Certificates as described below; (ii) SECOND; second, to the Group 1 Senior Class I-A-1, Class I-A-2 Class I-A-3 and Class I-X Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; and (iii) THIRDprovided, the Group 1 Senior Optimal Principal Amount for such Distribution Datehowever, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount any Accrued Certificate Interest otherwise distributable with respect to the Class I-A-1 Certificates, in reduction of X Certificates will instead be deposited into the Current Principal Amount thereof, until the Current Principal Amount of such Class has been reduced to zero; and Reserve Fund (bi) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentiallyfirst, to pay any remaining Basis Risk Shortfall Carryover Amounts on the Class I-A-2, A-1 Certificates and Class I-A-3A-2 Certificates, Class I-A-4on a pro rata basis, Class I-A-5based on the amount of such Basis Risk Shortfall Carryover Amounts, Class I-A-after the application of the funds received from the Yield Maintenance Agreement and the Reserve Fund Deposit, and (ii) second, to maintain a balance in the Reserve Fund equal to the Reserve Fund Deposit; and

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on On each Distribution Date, commencing in January 2003 in an aggregate amount equal to the Available Interest Funds and Principal Funds with respect to Loan Group I for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account to the extent of funds on deposit with respect to Loan Group I therein and distributed for such Distribution Date., in the following order of priority: First, from Interest Funds, from Loan Group I, on each Distribution Date on and after the Distribution Date in October 2016, if applicable, to the Final Maturity Reserve Account, an amount equal to the Coupon Strip for such Distribution Date. Second, from Interest Funds, from Loan Group I, to pay any accrued and unpaid interest on the Class I-A, Class I-B and Class I-X Certificates in the following order of priority: 1. to each Class of Class I-A Certificates and Class I-X Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group I to the extent necessary to meet a level of overcollateralization equal to the Group I Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group I and will be included as part of the Group I Principal Distribution Amount and distributed in accordance with Third (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group I will be the Remaining Excess Spread with respect to Loan Group I and will be applied, together with the Group I Overcollateralization Release Amount, as Excess Cashflow for Loan Group I pursuant to clauses Fourth through Nineteenth below. Third, to pay as principal on the Class I-A Certificates and Class I-B Certificates, in the following order of priority: (A) For each Distribution Date (i) On prior to the first Distribution Daterelated Stepdown Date or (ii) on which a Group I Trigger Event is in effect, the amount deposited by the Seller into the Group I Principal Distribution Account on the Closing Amount for such Distribution Date pursuant to Section 4.04(d) will be distributed as follows: 1. to each Class of Class I-A Certificates on a pro rata basis until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class RI-I B-1 Certificates, in reduction of its Current any remaining Group I Principal Amount, Distribution Amount until its the Current Principal Amount has been thereof is reduced to zero; 3. to the Class I-B-2 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; and 10. to the Class I-B-9 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero. (B) For each Distribution Date on or after the related Stepdown Date, so long as a Group I Trigger Event is not in effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows: 1. to the Class I-A Certificates, from the Group I Principal Distribution Amount, an amount equal to the Class I-A Principal Distribution Amount will be distributed to each Class of Class I-A Certificates on a pro rata basis until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class I-B-1 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-1 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-B-2 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-2 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-3 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-4 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-5 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-6 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-7 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-8 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; and 10. to the Class I-B-9 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-9 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero. Fourth, from any Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, pro rata in accordance with the respective amounts owed to each such Class, an amount equal to (a) any remaining Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fifth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Sixth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-2 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Seventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-3 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eighth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-4 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Ninth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-5 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Tenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-6 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eleventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-7 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Twelfth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-8 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Thirteenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-9 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fourteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, any Basis Risk Shortfall and any Basis Risk Shortfall Carry-forward Amount for each such Class for such Distribution Date, pro rata, based on the Basis Risk Shortfall and Basis Risk Shortfall Carry-forward Amount owed to each such Class (any such amounts distributable from Excess Cash Flow being first deposited to, and then immediately withdrawn from, the Reserve Fund as provided in Section 4.08); Fifteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, any Basis Risk Shortfall and any Basis Risk Shortfall Carry-forward Amount, in each case for such Class for such Distribution Date (any such amounts distributable from Excess Cash Flow being first deposited to, and then immediately withdrawn from, the Reserve Fund as provided in Section 4.08); Sixteenth, if the Adjustable Rate Supplemental Fund has not been terminated pursuant to Section 4.05, to the Adjustable Rate Supplemental Fund, the lesser of (A) any remaining amounts, and (B) the amount which, when added to amounts on deposit in the Adjustable Rate Supplemental Fund, would equal $25,000 with respect to Loan Group I; Seventeenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-IO Certificates, the Class I-B-IO Distribution Amount for such Distribution Date, Eighteenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-IO Certificates, any unreimbursed Class I-B-IO Advances; and Nineteenth, any remaining amounts with respect to Loan Group I to the Class R Certificates and the Class R-X Certificates. If on the initial Distribution Date, the amounts payable to the Class I-A Certificates and the Class I-B Certificates in respect of the related Interest Funds for such Distribution Date is reduced due to the application of the related Net Rate Cap, the Trustee shall transfer from amounts on deposit in the Adjustable Rate Supplemental Fund for Loan Group I for distribution to the applicable Class or Classes of Group I Certificates on such Distribution Date, an amount equal to the lesser of (i) the amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group I, and (ii) the amount of such applicable shortfall. All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amounts made pursuant to the provisions of this paragraph (a) (including amounts paid from the Adjustable Rate Supplemental Fund) shall, for federal income tax purposes, be deemed to have been distributed from REMIC III to the holder of the Class I-B-IO Certificates and then paid outside of any 2006-AR3 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates the holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns. For federal income tax purposes, payment of any interest accrued at a Pass-Through Rate in excess of the Modified Net Rate Cap, to the Class I-A Certificates and Class I-B Certificates shall be treated as paid outside of any 2006-AR3 REMIC and shall not be part of the entitlement of the REMIC III Regular Interest the ownership of which is represented by such Class of Certificates receiving such payment. (b) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group II for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account to the extent of funds on deposit with respect to Loan Group II therein and distributed for such Distribution Date, in the following order of priority: First, from Interest Funds with respect to Loan Group II, to pay any accrued and unpaid interest on the Class II-A Certificates and the Class II-B Certificates in the following order of priority: 1. to each Class of Class II-A Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and Class II-B-5 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group II to the extent necessary to meet a level of overcollateralization equal to the Group 1 Available Funds shall II Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group II and will be included as part of the Group II Principal Distribution Amount and distributed in accordance with Second (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group II will be the Remaining Excess Spread with respect to Loan Group II and will be applied, together with the Group II Overcollateralization Release Amount, as Excess Cashflow pursuant to clauses Third through Fourteenth below. Second, to pay as principal on the Class II-A Certificates and Class II-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group II Trigger Event is in effect, from the Group II Principal Distribution Amount for such Distribution Date: 1. to each Class of Class II-A Certificates on a pro rata basis until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class II-B-1 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 3. to the Class II-B-2 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 4. to the Class II-B-3 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 5. to the Class II-B-4 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; and 6. to the Class II-B-5 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero. (B) For each Distribution Date on or after the related Stepdown Date, so long as a Group II Trigger Event is not in effect, the Group II Principal Distribution Amount with respect to Loan Group II for such Distribution Date will be distributed as follows: (A) on each Distribution Date1. to the Class II-A Certificates, from the Group 1 Available Funds II Principal Distribution Amount, an amount equal to the Class II-A Principal Distribution Amount will be distributed to the Group 1 Senior each Class of Class II-A Certificates as follows: (i) FIRST, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of basis until the Current Principal Amount thereofof each such Class is reduced to zero; 2. to the Class II-B-1 Certificates, from any remaining Group II Principal Distribution Amount, the Class II-B-1 Principal Distribution Amount, until the Current Principal Amount of such Class has been thereof is reduced to zero; and; (b) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentially, 3. to the Class III-A-2B-2 Certificates, from any remaining Group II Principal Distribution Amount, the Class III-A-3B-2 Principal Distribution Amount, Class I-A-4, Class I-A-5, Class I-A-until the Current

Distributions on the Certificates. (a) Interest and principal on the Certificates (other than the Interest Only Certificates) will be distributed monthly on each Distribution DateDDate, commencing in January 2003 June 2003, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) FIRST: first, to the Group 1 Senior Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND; second, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued aAccrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRDand third, the Group 1 Senior Optimal Principal Amount for such Distribution Datesequentially, in each casethe following order, to the extent of remaining Group 1 Available FundsClass R-I, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class R-I Class R-III and Class I-A-1 Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, in each case, until the Current Principal Amount of each such Class has been reduced to zero; (ii) on each Distribution Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 2 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 2 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; and third, to the Class II-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (iii) on each Distribution Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: first, to the Group 3 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 3 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; andsecond, to the Group 3 Senior Certificates, on a pro rata basis, aAccrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; and third, to the Class III-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (iv) Except as provided in (v) and (vi) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2and Group 3 Available Funds after the distributions in (i), (ii) and (iii) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class BClass B- 4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (A) the Accrued Certificate Interest thereon for such Distribution Date, (B) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (C) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Group 1, Group 2 and Group 3 Available Funds. (v) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of any of the Group 1, Group 2 or Group 3 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates; provided, however, that if (A) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (v) will not be made and 100% of the Principal Prepayments on any MLoan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (vi) If on any Distribution Date on which the aggregate Current PAmount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (A) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (B) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) 92.3188602909% If, after distributions have been made pursuant to priorities first and second of clauses (a)(i), (ii) and (iii) above on any Distribution Date, the remaining Group 1, Group 2 or Group 3 Available Funds are less than the Group 1 1, Group 2 or Group 3 Senior Optimal Principal Distribution Amount Amounts, respectively, such amount shall be reduced, and such remaining funds will be distributed sequentiallyon the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group 1, Group 2 or Group 3 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts dto all Classes of Senior Certificates have been paid in full, before any amounts are dto the Class R-III Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to textent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the Class I-A-2extent that such expenses relate to the assets of each of such respective REMICs, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates (other than the Interest Only Certificates with respect to principal distributions and the Class R-II Certificates with respect to interest distributions) will be distributed monthly on each Distribution Date, commencing in January 2003 August 2003, in an aggregate amount equal to the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On . In addition, on the first Distribution DateDate occurring in August 2003, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) Class R-II Deposit will be distributed to the Holder of the Class R-I II Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds on deposit in the Distribution Account shall be distributed as follows: (i) With respect to the Group I Certificates: (A) on each Distribution Date, the Group 1 I-1 Available Funds will be distributed to the Group 1 I-1 Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Class I-A-1, Class R-I, Class R-III and Class R-IV Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date, on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Class I-A-1, Class R-I, Class R-III and Class R-IV 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 described below; (ii) ; SECOND, to the Group 1 Senior Class I-A-1, Class R-I, Class R-III and Class R-IV Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I-1 Available Funds; and (iii) THIRD, to the Class R-I, Class R-III and Class R-IV Certificates, on a pro rata basis, in reduction of the Current Principal Amount thereof, the Group 1 I-1 Senior Optimal Principal Amount for such Distribution Date, in each case, Date to the extent of remaining Group 1 I-1 Available Funds, shall be distributed concurrently as followsuntil the Current Principal Amounts of such Classes have been reduced to zero; and FOURTH, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group I-1 Senior Optimal Principal Amount for such Distribution Date remaining after the distributions, if any, in priority THIRD above, to the extent of remaining Group I-1 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; and; (bB) 92.3188602909% of on each Distribution Date, the Group 1 Senior Optimal Principal Distribution Amount shall I-A-2 Available Funds will be distributed sequentiallyto the Group I-2 Senior Certificates as follows: FIRST, to the Class I-A-2A-2 Certificates and Class I-X Certificates, the Accrued Certificate Interest on such Classes for such Distribution Date, on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-2 Certificates and Class I-X Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-A-2 Certificates and Class I-X Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-2 Available Funds; and THIRD, to the Class I-A-2 Certificates, in reduction of the Current Principal Amount thereof, the Group I-2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-2 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (C) on each Distribution Date, the Group I-3 Available Funds will be distributed to the Class I-A-3 Certificates as follows: FIRST, to the Class I-A-3 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-3 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-A-3 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-3 Available Funds; and THIRD, to the Class I-A-3 Certificates, in reduction of the Current Principal Amount thereof, the Group I-3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-3 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (D) Except as provided in clauses (E) and (F) below, on each Distribution Date prior to the Group I Cross-Over Date, an amount equal to any remaining Group I-1, Group I-2 and Group I-3 Available Funds after the distributions in clauses (A), (B) and (C) above will be distributed sequentially, in the following order, to the Class I- B-1, Class I-A-3B-2, Class I-A-4B-3, Class I-A-5B-4, Class I-A-B-5 and Class I-B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I Available Funds. (E) On each Distribution Date prior to the Group I Cross-Over Date, but after the reduction of the Current Principal Amount of the Group I-1, Group I-2 or Group I-3 Senior Certificates to zero, the remaining Class or Classes of Group I Senior Certificates (other than the Class I-X Certificates) will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Group I Senior Certificates' respective Loan Group allocated to such Group I Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average of the Group I Subordinate Percentages on such Distribution Date for the Group I Mortgage Loans equals or exceeds two times the initial weighted average of the Group I Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans delinquent 60 days or more (including for this purpose any such Group I Mortgage Loans in foreclosure and Group I Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Group I Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Group I Senior Certificates in accordance with this clause (E) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Group I Subordinate Certificates. (F) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Group I Senior Certificates (other than the Class I-X Certificates) would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Group I Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Group I Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Group I Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Group I Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Group I Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Group I Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Group I Subordinate Certificates will be allocated in reverse order of the Group I Subordinate Certificates numerical designations, commencing with the Class I-B-6 Certificates. (G) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i)(A), (B) or (C) above on any Distribution Date, the remaining Group I-1, Group I-2 and Group I-3 Available Funds, respectively, are less than the sum of the Group I-1, Group I-2 and Group I-3 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (H) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-IV Certificates; provided that if on any Distribution Date there are any Group I-1, Group I-2 and Group I-3 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-IV Certificates. (ii) With respect to the Group II Certificates: (A) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: FIRST, to the Class II-A-1 Certificates and Class II-X Certificates, the Accrued Certificate Interest on such Classes for such Distribution Date, on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-1 Certificates and Class II-X Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class II-A-1 Certificates and Class II-X Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and THIRD, to the Class II-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (B) Except as provided in clause (C) below, on each Distribution Date on or prior to the Group II Cross-Over Date, an amount equal to the sum of the remaining Group II Available Funds after the distributions in clause (A) above will be distributed sequentially, in the following order, to the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the sum of the remaining Group II Available Funds. (C) If, after distributions have been made pursuant to priorities FIRST and SECOND of clause (a)(ii)(A) above on any Distribution Date, the remaining Group II Available Funds are less than the Group II Senior Optimal Principal Amount, such amount shall be reduced, and such remaining funds will be distributed on the Group II Senior Certificates on the basis of such reduced amount. (D) On each Distribution Date, any Group II Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-IV Certificates. (b) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (c) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (d) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (e) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates (other than the Class X Certificates) will be distributed monthly on each Distribution Date, commencing in January 2003 August 2002, in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on each Distribution Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) : FIRST, to the Group 1 Senior Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) ; SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) and THIRD, to the Group 1 Senior Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, Date to the extent of remaining Group 1 Available Funds, shall until the Current Principal Amounts of such Class has been reduced to zero; (B) on each Distribution Date, the Group 2 Available Funds will be distributed concurrently to the Group 2 Senior Certificates as follows: FIRST, except as provided in clause (C) below: (a) 7.6811397091% of to the Group 1 2 Senior Optimal Principal Certificates, on a pro rata basis, the Accrued Certificate Interest on each such Class for such Distribution Amount Date. As described below, Accrued Certificate Interest on the Group 2 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 2 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; and THIRD, to the Group 2 Senior Certificates (other than the Class III-A-1 X Certificates), in reduction of the Current Principal Amount thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; and; (bC) 92.3188602909% on each Distribution Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: FIRST, to the Group 3 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 3 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; and THIRD, to the Group 3 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 1 3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount shall of such Class has been reduced to zero; (D) on each Distribution Date, the Group 4 Available Funds will be distributed to the Group 4 Senior Certificates as follows: FIRST, to the Group 4 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 4 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 4 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; and THIRD, sequentially, in the following order, to the Class R-I, Class R-II, Class R-III and Class IV-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 4 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of each such Class has been reduced to zero; (E) on each Distribution Date, the Group 5 Available Funds will be distributed to the Group 5 Senior Certificates as follows: FIRST, to the Group 5 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 5 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 5 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 5 Available Funds; and THIRD, to the Group 5 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 5 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 5 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (F) on each Distribution Date, the Group 6 Available Funds will be distributed to the Group 6 Senior Certificates as follows: FIRST, to the Group 6 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 6 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 6 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 6 Available Funds; and THIRD, to the Group 6 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 6 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 6 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (G) on each Distribution Date, the Group 7 Available Funds will be distributed to the Group 7 Senior Certificates as follows: FIRST, to the Group 7 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 7 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 7 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 7 Available Funds; and THIRD, to the Group 7 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 7 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 7 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (H) Except as provided in (I) and (J) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 and Group 7 Available Funds after the distributions in (A), (B), (C), (D), (E), (F) and (G) above will be distributed sequentially, in the following order, to the Class I-A-2B-1, Class I-A-3B-2, Class I-A-4B-3, Class I-A-5B-4, Class I-A-B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Securities Administrator monthly on each Distribution Date, commencing in January 2003 November 2005, as instructed by the Master Servicer or the Securities Administrator, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date, the Group 1 I Available Funds will be distributed to in the following order of priority among the Group 1 I Senior Certificates except as follows: (i) FIRSTotherwise noted: first, to the Group 1 Senior REMIC III I-A Certificates and Class I-A-IO Certificates, including the related Componentspro rata, the Accrued Certificate Interest on each such Class or Component of Group I Certificates for such Distribution Date. As described below, Accrued Certificate Interest on the each class of Group 1 Senior I Certificates is subject to reduction in the event of certain Net Interest Shortfalls interest shortfalls allocable thereto. Any Net Interest Shortfalls interest shortfalls shall be allocated among the Group 1 Senior I Certificates as described below; (ii) SECOND; second, to the Group 1 Senior REMIC III I-A Certificates and Class I-A-IO Certificates, on a pro rata basis, including the related Componentsrata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds, any shortfall in available amounts being allocated to the Group I Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each Class of Group I Certificates for such Distribution Date; and (iii) THIRDand third, to the REMIC III I-A Certificates, in reduction of the Class Certificate Balance thereof, the Group 1 I Senior Optimal Principal Distribution Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Class Certificate Balance of such Class has been reduced to zero. (B) On each Distribution Date, the Group II Available Funds will be distributed in the following order of priority among the Group II Senior Certificates except as otherwise noted: first, to the REMIC III II-A Certificates and Class II-A-IO Certificates, pro rata, the Accrued Certificate Interest on each class of Group II Certificates for such Distribution Date. As described below, Accrued Certificate Interest on each class of Group II Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated among the Group II Certificates as described below; second, to the REMIC III II-A Certificates and Class II-A-IO Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds, any shortfall in available amounts being allocated to the Group II Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each Class of Group II Certificates for such Distribution Date; and third, to the REMIC III II-A Certificates, in reduction of the Class Certificate Balance thereof, the Group II Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Class Certificate Balance of such Class has been reduced to zero. (C) On each Distribution Date, the Group III Available Funds will be distributed in the following order of priority among the Group III Senior Certificates except as otherwise noted: first, to the REMIC III III-A Certificates and Class III-A-IO Certificates, pro rata, the Accrued Certificate Interest on each class of Group III Certificates for such Distribution Date. As described below, Accrued Certificate Interest on each class of Group III Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated among the Group III Certificates as described below; second, to the REMIC III III-A Certificates and Class III-A-IO Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group III Available Funds, any shortfall in available amounts being allocated to the Group III Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each Class of Group III Certificates for such Distribution Date; and third, to the REMIC III III-A Certificates, in reduction of the Class Certificate Balance thereof, the Group III Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group III Available Funds, until the Class Certificate Balance of such Class has been reduced to zero. (D) On each Distribution Date, the Group IV Available Funds, including any Swap Payments, will be distributed in the following order of priority among the Group IV Senior Certificates except as otherwise noted: first, to the Class IV-A Certificates and Class IV-A-IO Certificates, pro rata, the Accrued Certificate Interest on each class of Group IV Certificates for such Distribution Date. As described below, Accrued Certificate Interest on the Group IV Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated among the Group IV Certificates as described below; second, to the Class IV-A Certificates and Class IV-A-IO Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group IV Available Funds, any shortfall in available amounts being allocated to the Class IV-A Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each class of Group IV Certificates for such Distribution Date; and third, to the Class IV-A Certificates, in reduction of the Class Certificate Balance thereof, the Group IV Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group IV Available Funds, until the Class Certificate Balance of such class has been reduced to zero; (E) On each Distribution Date, the Group V Available Funds will be distributed in the following order of priority to the Group V Certificates except as otherwise noted: first, to the Class V-A Certificates and Class V-A-IO Certificates, pro rata, the Accrued Certificate Interest on each class of Group V Certificates for such Distribution Date. As described below, Accrued Certificate Interest on the Class V-A Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated to the Class V-A Certificates as described below; second, to the Class V-A Certificates and Class V-A-IO Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group V Available Funds, any shortfall in available amounts being allocated to the Group V Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each class of Group V Certificates for such Distribution Date; and third, to the Class V-A Certificates, in reduction of the Class Certificate Balance thereof, the Group V Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group V Available Funds, until the Class Certificate Balance of such class has been reduced to zero; (F) On each Distribution Date on or prior to the Distribution Date on which the Class Certificate Balances of the Subordinate Certificates are reduced to zero (the “Credit Support Depletion Date”), an amount equal to the sum of the remaining Group I, Group II, Group III, Group IV and Group V Available Funds after the distributions in clauses (A), (B), (C), (D) and (E) above and after any distributions required to be made pursuant to clauses (G) and (H) below, will be distributed first, sequentially, in the following order, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in each case up to an amount equal to the Accrued Certificate Interest thereon for such Distribution Date, second, sequentially, in the following order, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and third, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates such Class’s Subordinate Principal Distribution Amount for such Distribution Date, in each case, case to the extent of the remaining Group 1 Available Funds. (G) On each Distribution Date prior to the Credit Support Depletion Date but after the reduction of the aggregate Class Certificate Balance of the Senior Certificates of a Certificate Group to zero, shall the remaining Class or Classes of Senior Certificates in the remaining Certificate Group or Groups, will be distributed concurrently as followsentitled to receive in reduction of their Class Certificate Balances, except as provided pro rata based upon their Class Certificate Balances immediately prior to such Distribution Date, in clause (C) below: addition to any principal payments related to such remaining Senior Certificates’ respective Loan Group allocated to such Senior Certificates, 100% of the principal payments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates of the fully repaid Certificate Group; provided, however, that if both (a) 7.6811397091the weighted average Subordinate Percentage equals or exceeds 200% of the Group 1 Senior Optimal original Subordinate Percentage as of the Closing Date on or after the Distribution Date in November 2008 and (b) the aggregate Stated Principal Distribution Amount Balance of the Mortgage Loans delinquent 60 days or more, averaged over the last six months, as a percentage of the aggregate Class Certificate Balance of the Class M Certificates and Class B Certificates, does not exceed 100%, then the additional allocation of principal payments to the Senior Certificates in accordance with this clause (G) will not be made and 100% of the principal payments on any Mortgage Loan in the Loan Group relating to the fully repaid Class I-A-1 or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (H) If on any Distribution Date on which the aggregate Class Certificate Balance of any Class or Classes of Senior Certificates would be greater than the aggregate Stated Principal Balance of the Mortgage Loans in its related Loan Group (the amount of such excess, the “Undercollateralized Amount,” and any such Class or Classes of Senior Certificates, the “Undercollateralized Senior Certificates”) and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to the Undercollateralized Senior Certificates in reduction of the Current Principal Amount Class Certificate Balances thereof, until the Current Principal Amount aggregate Class Certificate Balance of such Class or Classes of Undercollateralized Senior Certificates is equal to the aggregate Stated Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Undercollateralized Senior Certificates pursuant to clause first of clauses (A), (B), (C), (D) or (E) above, as applicable, in an amount equal to the Accrued Certificate Interest at the Pass-Through Rate for such Class or Classes of Undercollateralized Senior Certificates for such Distribution Date on a balance equal to the related Undercollateralized Amount. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated to the Class B-3, Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1 Certificates, in that order. On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date on and after the Credit Support Depletion Date there are any Group I, Group II, Group III, Group IV or Group V Available Funds remaining after payment of interest and principal to a Class or Classes of Senior Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Class Certificate Balances, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. It is not anticipated that there will be any significant amounts remaining for such distribution. In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such amounts into the Protected Account pursuant to Section 4.01(a). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of Subordinate Certificates with the highest payment priority to which Realized Losses have been allocated, including any class of certificates to which a realized loss was previously allocated and whose Class Certificate Balance has been reduced to zero; and (b) 92.3188602909% , but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02(a). The amount of any remaining Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Group 1 Senior Optimal Principal Class of Certificates with the next highest payment priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02(a), and so on. Holders of such Certificates will not be entitled to any payment in respect of Current Interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Amount Date on which such increase occurs. Any such increases shall be distributed sequentially, applied to the Class I-A-2, Certificate Balance of each Certificate of such Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-in accordance with its respective Percentage Interest.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 May 2004, in an aggregate amount equal to the Available Funds for such Distribution Date. (i) . On the first Distribution Date, the amount deposited by Paying Agent will, prior to the Seller into distribution of Available Funds to any Certificate, distribute the First Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed Distribution Amount to the Class R-I X Certificates, in reduction pro rata, as follows: (i) from Group I Available Funds, an amount equal to the product of its Current Principal Amount(x) the First Distribution Date Distribution Amount and (y) the Group I Distribution Percentage; (ii) from Group II Available Funds, until its Current Principal an amount equal to the product of (x) the First Distribution Date Distribution Amount has been reduced and (y) the Group II Distribution Percentage; and (iii) from Group III Available Funds, an amount equal to zerothe product of (x) the First Distribution Date Distribution Amount and (y) the Group III Distribution Percentage. (iiA) On each Distribution Date, the Group 1 I Available Funds shall be distributed as follows: (A) or on each the first Distribution Date, the Group 1 I Available Funds remaining following the distribution of the First Distribution Date Distribution Amount to the Class X Certificates) will be distributed to the Group 1 I Senior Certificates and the Class X Certificates as follows: (i) FIRST: first, pro rata, to the Group 1 I Senior Certificates and Component 1X of the Class X Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date, and to Component 2X of the Class X Certificates, the Group I Allocation Fraction of Accrued Certificate Interest on such Component for such Distribution Date; provided, however, that the amount of Accrued Certificate Interest paid to the Class X Certificates in respect of Component 1X will be reduced by the aggregate amount of any Carryover Shortfall Amounts on the Group I Senior Certificates, and that the amount of Accrued Certificate Interest paid to the Class X Certificates pursuant to this clause in respect of Component 2X will be reduced by the Group I Allocation Fraction of any Carryover Shortfall Amounts on the Class M, Class B-1, Class B-2 and Class B-3 Certificates, in each case for that Distribution Date, which will be deposited into the Carryover Shortfall Reserve Fund. As described belowIn addition, Accrued Certificate Interest on such Group I Senior Certificates and each such Component of the Group 1 Senior Class X Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among the such Group 1 I Senior Certificates as described below; (ii) SECONDand Components of the Class X Certificates in accordance with the provisions of Section 6.02(g); second, to the Group 1 I Senior Certificates and Component 1X and Component 2X of the Class X Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon pursuant to clause first remaining undistributed from previous Distribution DatesDates (other than, with respect to Component 1X and Component 2X of the Class X Certificates, any amounts pursuant to clause first deposited into the Carryover Shortfall Reserve Fund), to the extent of remaining Group 1 I Available Funds; andthird, concurrently as follows: (iii1) THIRDto the Class R Certificates, pro rata, in reduction of the respective current Principal Amounts thereof, the Group 1 I Senior Optimal Principal Amount for such Distribution Date, in each case, Date to the extent of remaining Group 1 I Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:until the respective Current Principal Amounts of such Classes have been reduced to zero; and (a2) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 A Certificates, in reduction of the Current Principal Amount thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (B) On each Distribution Date, the Group II Available Funds (or on the first Distribution Date, the Group II Available Funds following the distribution of the First Distribution Date Distribution Amount to the Class X Certificates) will be distributed to the Group II Senior Certificates and the Class X Certificates as follows: first, pro rata, to the Group II Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date, and to Component 2X of the Class X Certificates, the Group II Allocation Fraction of Accrued Certificate Interest on such Component for such Distribution Date; andprovided, however, that the amount of Accrued Certificate Interest paid to the Class X Certificates pursuant to this clause in respect of Component 2X will be reduced by the Group II Allocation Fraction of any Carryover Shortfall Amounts on the Class M, Class B-1, Class B-2 and Class B-3 Certificates, in each case for that Distribution Date, which will be deposited into the Carryover Shortfall Reserve Fund. In addition, Accrued Certificate Interest on the Group II Senior Certificates and such Component of the Class X Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among such Group II Senior Certificates and Components of the Class X Certificates in accordance with the provisions of Section 6.02(g); second, to the Group II Senior Certificates and Component 2X of the Class X Certificates, any Accrued Certificate Interest thereon pursuant to clause first remaining undistributed from previous Distribution Dates (other than, with respect to Component 2X of the Class X Certificates, any amounts deposited into the Carryover Shortfall Reserve Fund), to the extent of remaining Group II Available Funds; and third, to the Group II Senior Certificates, in reduction of the Current Principal Amount thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (C) On each Distribution Date, the Group III Available Funds (or on the first Distribution Date, the Group III Available Funds following the distribution of the First Distribution Date Distribution Amount to the Class X Certificates) will be distributed to the Group III Senior Certificates and the Class X Certificates as follows: first, pro rata, to the Group III Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date, and to Component 2X of the Class X 84 Certificates, the Group III Allocation Fraction of Accrued Certificate Interest on such Component for such Distribution Date; provided, however, that the amount of Accrued Certificate Interest paid to the Class X Certificates pursuant to this clause in respect of Component 2X will be reduced by the Group III Allocation Fraction of any Carryover Shortfall Amounts on the Class M, Class B-1, Class B-2 and Class B-3 Certificates, in each case for that Distribution Date, which will be deposited into the Carryover Shortfall Reserve Fund. In addition, Accrued Certificate Interest on the Group III Senior Certificates and such Component of the Class X Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among such Group III Senior Certificates and Components of the Class X Certificates in accordance with the provisions of Section 6.02(g); second, to the Group III Senior Certificates and Component 2X of the Class X Certificates, any Accrued Certificate Interest thereon pursuant to clause first remaining undistributed from previous Distribution Dates (other than, with respect to Component 2X of the Class X Certificates, any amounts deposited into the Carryover Shortfall Reserve Fund), to the extent of remaining Group III Available Funds; and third, to the Group III Senior Certificates, in reduction of the Current Principal Amount thereof, the Group III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group III Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (D) Except as provided in paragraphs (F) and (G) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of the remaining Group I Available Funds, Group II Available Funds and Group III Available Funds after the distributions in (A), (B) and (C) above will be distributed to the Class M Certificates, up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the sum of the remaining Group I Available Funds, Group II Available Funds and Group III Available Funds. (E) Except as provided in paragraphs (F) and (G) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of the remaining Group I Available Funds, Group II Available Funds and Group III Available Funds after the distributions in (A), (B) (C) and (D) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Group I Available Funds, Group II Available Funds and Group III Available Funds. (F) On each Distribution Date prior to the Cross-Over Date but after the reduction of the Current Principal Amount of any of the Group I Senior Certificates, the Group II Senior Certificates or the Group III Senior Certificates to zero, the remaining Class or Classes of Senior Certificates (other than the Interest Only Certificates) will be entitled to receive on a pro rata basis in reduction of their Current Principal Amounts, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group or Loan Groups allocated to such Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group or Loan Groups relating to the fully repaid Class or Classes of Senior Certificates (other than the Interest Only Certificates); provided, however, that if (A) the weighted average of the Senior Mezzanine and Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Senior Mezzanine and Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Senior Mezzanine and Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates (other than the Interest Only Certificates) in accordance with this clause (F) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group or Loan Groups relating to the fully prepaid Class or Classes of Senior Certificates (other than the Interest Only Certificates) will be allocated on a pro rata basis to the Senior Mezzanine and Subordinate Certificates. (G) If on any Distribution Date the aggregate Current Principal Amount of the Group I Senior Certificates, Group II Senior Certificates or Group III Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group or Loan Groups and any Senior Mezzanine and Subordinate Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, then (i) 100% of amounts otherwise allocable to the Senior Mezzanine and Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates on a pro rata basis in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates, as applicable, is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group or Loan Groups, and (ii) the Accrued Certificate Interest otherwise allocable to the Senior Mezzanine Certificates and Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed on a pro rata basis to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group or Loan Groups. Any such reduction in the Accrued Certificate Interest on the Senior Mezzanine and Subordinate Certificates will be allocated on a pro rata basis in reverse order of the numerical designations of the Subordinate Certificates, commencing with the Class B-6 Certificates, and then will be allocated to the Class M Certificates. (b) 92.3188602909% If, after distributions have been made pursuant to priorities first and second of clauses (A), (B) and (C) above on any Distribution Date, the remaining Group I Available Funds, Group II Available Funds or Group III Available Funds, respectively, are less than the Group 1 I Senior Optimal Principal Distribution Amount, the Group II Senior Optimal Principal Amount or the Group III Senior Optimal Principal Amount, respectively, then such respective amounts shall be reduced, and such remaining funds will be distributed sequentiallyon the related Senior Certificates (other than the Interest Only Certificates) on the basis of such reduced amounts. (c) Pro rata" principal distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. "Pro rata" interest distributions among Classes of Certificates on any Distribution Date will be made in proportion to the Accrued Certificate Interest payable on such Distribution Date. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group I Available Funds, Group II Available Funds or Group III Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates (other than the Interest Only Certificates), pro rata, based upon their Current Principal Amounts, until all amounts due to all such Classes of Senior Certificates (other than the Interest Only Certificates) have been paid in full, before any amounts are distributed to the Class R-III Certificates. (e) On each Distribution Date, any amounts in the Carryover Shortfall Reserve Fund will be distributed, in the following order, first to the Class I-A-2A Certificates, based on Accrued Certificate Interest on such Class, and then sequentially to the Class M, Class I-A-3B-1, Class I-A-4B-2 and Class B-3 Certificates, in each case up to an amount equal to any Carryover Shortfall Amounts with respect to such Classes of Certificates. (f) No Accrued Certificate Interest will be payable with respect to any Class I-A-5or Classes of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate or Certificates or Notional Amount of a Component of such Certificate or Certificates has been reduced to zero. (g) (i) If on any Distribution Date the Group I Available Funds, Class I-A-the Group II Available Funds or the Group III Available Funds for the Group I Senior Certificates, the Group II Senior Certificates or the Group III Senior Certificates, respectively, are less than the Accrued Certificate Interest on the related Senio

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 June 2002, in an aggregate amount equal to the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (iiA) On each Distribution Date, Date on or prior to the Group 1 Available Funds shall be distributed as follows: (A) on each Distribution Cross-Over Date, the Group 1 Available Funds will be distributed to the Group 1 Senior Certificates as follows: (i) : FIRST, pro rata, to the Group 1 Senior Certificates and Component X-1 of the Class X Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date, and to Component X-2 of the Class X Certificates, the Group 1 Allocation Fraction of Accrued Certificate Interest on such Component for such Distribution Date; provided, however, that the amount of Accrued Certificate Interest paid to the Class X Certificates in respect of Component X-1 will be reduced by the aggregate amount of any Carryover Shortfall Amounts on the Class A-1 Certificates, and that the amount of Accrued Certificate Interest paid to the Class X Certificates pursuant to this clause in respect of Component X-2 will be reduced by the Group 1 Allocation Fraction of any Carryover Shortfall Amounts on the Class A-3, Class B-1, Class B-2 and Class B-3 Certificates, in each case for such Distribution Date, and that an amount equal to the aggregate of such reductions will be deposited into the Carryover Shortfall Reserve Fund. As In addition, as described below, Accrued Certificate Interest on the such Group 1 Senior 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 and Components of the Class X Certificates as described below; (ii) ; SECOND, to the Group 1 Senior Certificates and Component X-1 and Component X-2 of the Class X Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon pursuant to clause FIRST remaining undistributed from previous Distribution DatesDates (other than, with respect to Component X-1 and Component X-2 of the Class X Certificates, any amounts pursuant to clause FIRST deposited into the Carryover Shortfall Reserve Fund), to the extent of remaining Group 1 Available Funds; and (iii) and THIRD, sequentially, in the following order, to the Class R-I, Class R-II, Class R-III, Class R-IV and Class A-1 Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each case, Date to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class has been reduced to zero; (B) On each Distribution Date on or prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: FIRST, pro rata, to the Group 2 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date and Component X-2 of the Class X Certificates, the Group 2 Allocation Fraction of Accrued Certificate Interest on such Component for such Distribution Date; andprovided, however, that the amount of Accrued Certificate Interest paid to the Class X Certificates in respect of Component X-2 will be reduced by the Group 2 Carryover Fraction of any Carryover Shortfall Amounts on the Class A-3, Class B-1, Class B-2 and Class B-3 Certificates, in each case for such Distribution Date, which will be deposited into the Carryover Shortfall Reserve Fund. In addition, as described below, Accrued Certificate Interest on the Group 2 Senior Certificates and Component X-2 of the Class X 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 2 Senior Certificates and Components of the Class X Certificates as described below; SECOND, to the Group 2 Senior Certificates and Component X-2 of the Class X Certificates, any Accrued Certificate Interest thereon pursuant to clause FIRST remaining undistributed from previous Distribution Dates (other than, with respect to Component X-2 of the Class X Certificates, any amounts deposited into the Carryover Shortfall Reserve Fund), to the extent of remaining Group 2 Available Funds; and THIRD, to the Group 2 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (C) Except as provided in paragraphs (E) and (F) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of the remaining Group 1 Available Funds and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed to the Class A-3 Certificates, up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the sum of the remaining Group 1 Available Funds and Group 2 Available Funds; (D) Except as provided in paragraphs (E) and (F) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of the remaining Group 1 and Group 2 Available Funds after the distributions in (A), (B) and (C) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the sum of the remaining Group 1 Available Funds and Group 2 Available Funds; (E) On each Distribution Date prior to the Cross-Over Date but after the reduction of the Current Principal Amount of any of the Group 1 or Group 2 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Mortgage Loan Group allocated to such Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Mortgage Loan Group relating to the fully repaid Class or Classes of Senior Certificates; provided, however, that if (A) the weighted average Senior Mezzanine and Subordinate Percentage equals or exceeds 14.50% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Senior Mezzanine Certificates and Subordinate Certificates does not exceed 50%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (E) will not be made. (F) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Mortgage Loan Group and any Senior Mezzanine Certificates and Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Senior Mezzanine Certificates and Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Mortgage Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Senior Mezzanine Certificates and Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Loan Group. Any such reduction in the Accrued Certificate Interest on the Senior Mezzanine Certificates and Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates, and then to the Senior Mezzanine Certificates. (b) 92.3188602909% If, after distributions have been made pursuant to priorities first and second of clauses (A) and (B) above on any Distribution Date, the remaining Group 1 Available Funds or Group 2 Available Funds are less than the Group 1 Senior Optimal Principal Amount or Group 2 Senior Optimal Principal Amount, respectively, such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates (other than the Class X Certificates) on the basis of such reduced amount. (c) PRO RATA" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Amount Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-IV Certificates; provided that if on any Distribution Date there are any Group 1 or Group 2 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates (other than the Class X Certificates), pro rata, based upon their Current Principal Amounts, until all amounts due to all such Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-IV Certificates. It is not anticipated that there will be any significant amounts remaining for such distribution. (e) On each Distribution Date, any amounts in the Carryover Shortfall Reserve Fund shall be distributed sequentially, in the following order, to the Class I-A-2A-1, Class I-A-3, Class I-A-4B-1, Class I-A-5B-2 and Class B-3 Certificates, in each case up to an amount equal to any Carryover Shortfall Amounts with respect to such Class I-A-of Certificates. (f) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (g) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (h) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid PRO RATA by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 June 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date, the Group 1 Available Funds will be distributed to in the following order of priority among the Group 1 Senior Certificates as follows: (i) Certificates: FIRST, to the Group 1 Senior Certificates, including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) ; SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, sequentially, in the following order, to the Class R-I, Class R-II and Class I-A Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the aggregate Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero; (B) On each Distribution Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: FIRST, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 2 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. SECOND, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; THIRD, to the Group 2 Senior Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount thereof has been reduced to zero. (C) On each Distribution Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: FIRST, to the Group 3 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 3 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; THIRD, to the Group 3 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount thereof has been reduced to zero; (D) On each Distribution Date, the Group 4 Available Funds will be distributed to the Group 4 Senior Certificates as follows: FIRST, to the Group 4 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 4 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 4 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; THIRD, to the Group 4 Senior Certificates, in reduction of the Current Principal Amounts thereof, the Group 4 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount thereof has been reduced to zero. (E) On each Distribution Date, the Group 5 Available Funds will be distributed to the Group 5 Senior Certificates as follows: FIRST, to the Group 5 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 5 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 5 Available Funds; THIRD, to the Group 5 Senior Certificates (other than the Class V-X Certificates), on a pro rata basis based on the Current Principal Amounts thereof, in reduction of the Current Principal Amount thereof, the Group 5 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 5 Available Funds, until the Current Principal Amount thereof has been reduced to zero; (F) On each Distribution Date, the Group 6 Available Funds will be distributed to the Group 6 Senior Certificates as follows: FIRST, to the Group 6 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 6 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 6 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 6 Available Funds; THIRD, to the Group 6 Senior Certificates (other than the Class VI-X Certificates), in reduction of the Current Principal Amount thereof, the Group 6 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 6 Available Funds, until the Current Principal Amount thereof has been reduced to zero; (G) On each Distribution Date, the Group 7 Available Funds will be distributed to the Group 7 Senior Certificates as follows: FIRST, to the Group 7 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 7 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 7 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 7 Available Funds; THIRD, to the Group 7 Senior Certificates (other than the Class VII-X Certificates), in reduction of the Current Principal Amounts thereof, the Group 7 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 7 Available Funds, until the Current Principal Amount thereof has been reduced to zero. (H) Except as provided in (I) and (J) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 and Group 7 Available Funds after the distributions in (A), (B), (C), (D), (E), (F) and (G) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (aI) 7.6811397091On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 or Group 7 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group 1 Senior Optimal Principal Distribution Amount relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.50% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (I-A-1 Certificates) will not be made. (J) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amount Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i)(A), (B), (C), (D), (E), (F) or (G) above on any Distribution Date, the remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 or Group 7 Available Funds are less than the sum of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 or Group 7 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates; provided that if on any Distribution Date there are any Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 or Group 7 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-II Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Class Certificate has been reduced to zero; and. (bf) 92.3188602909% If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Group 1 Senior Optimal Principal Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs. (h) On the first Distribution Date, the Special P&I Deposit Amount shall be distributed sequentiallytreated as Scheduled Payment of the Mortgage Loans for which the July 1, 2002 Scheduled Payments were not included in the Trust and shall be allocated among the related Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 or Group 7 Available Funds. On the first Distribution Date, the Special Principal Deposit Amount shall be treated as partial Principal Prepayment for those Mortgage Loans for which the Stated Principal Balance on the Mortgage Loan Schedule differs from the Stated Principal Balance transferred to the Class I-A-2Trust on the Closing Date and shall be allocated among the related Group 1, Class I-A-3Group 2, Class I-A-4Group 3, Class I-A-5Group 4, Class I-A-Group 5, Group 6 or Group 7 Available Funds. In addition to the foregoing, the Mortgage Loan Seller or its designee shall deposit one month's interest on the Special Principal Deposit Amount into the Master Servicer Collection Account on or before the Business Day prior to the first Distribution Date and shall be allocated to the Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 or Group 7 Available Funds based on the related allocation of the Special Principal Deposit Amount.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 April 2001, in an aggregate amount equal to the sum of the Available Funds and the Class R-X Float Amount for such Distribution Date. (i) On the first each Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will Class R-X Float Amount shall be distributed to the holders of the Class R-I X Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 I Available Funds shall be distributed as follows: (A) on On each Distribution Date prior to the Group I Cross-Over Date, the Group 1 I-1 Available Funds will be distributed to in the following order of priority among the Group 1 I-1 Senior Certificates as follows: (i) Certificates: FIRST, to the Group 1 I-1 Senior Certificates, including the related Componentson a PRO RATA basis, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) ; SECOND, to the Group 1 I-1 Senior Certificates, on a pro rata PRO RATA basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I-1 Available Funds; and (iii) THIRD, to the Group I-1 Certificates in reduction of the Current Principal Amounts thereof, the Group 1 I-1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-1 Available Funds, will be distributed to the Class R-I, Class R-II and Class I-A-1 Certificates, in that order, in reduction of the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero; (B) On each Distribution Date prior to the Group I Cross-Over Date, in each casethe Group I-2 Available Funds will be distributed to the Class I-A-2 Senior Certificates as follows: FIRST, to the Class I-A-2 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class I-A-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I-2 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class has been reduced to zero; and (b) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentially, to the Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-;

Distributions on the Certificates. (a) Distributions on the Certificates. (i) Interest and principal (as applicable) on the Group I Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 July 2003, in an aggregate amount equal to the Group I Available Funds on deposit in the Distribution Account for such Distribution Date. (i) On . In addition, on the first Distribution Date, the amount $50 deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(dfor the Class R-I Certificate (the "Class R-I Deposit") will be distributed to the Class R-I Certificate, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (A) On each Distribution Date, the Group 1 Available Funds (and solely in the case of the Class R-I Certificate, the Class R-I Deposit) will be distributed to the Group I Senior Certificates as follows: FIRST, (i) from the Group I-1 Available Funds to the Group I-1 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date and (ii) from the Group I-2 Available Funds to the Group I-2 Senior Certificates (other than the Class R-I Certificate), on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group I-1 Senior Certificates and Group I-2 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; (i) from the Group I-1 Available Funds to the Group I-1 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-1 Available Funds and (ii) from the Group I-2 Available Funds to the Group I-2 Senior Certificates (other than the Class R-I Certificate), on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-2 Available Funds; THIRD, subject to Clause (C) below, from the Group I Available Funds to the Class I-I1 Certificates and Class I-I2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-I1 Certificates and Class I-I2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; FOURTH, subject to Clause (D), from the Group I Available Funds to the Class I-I1 Certificates and Class I-I2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I Available Funds; FIFTH, (i) from the Group I-1 Available Funds to the Class I-F1 Certificates, in reduction of the Current Principal Amount thereof, the Group I-1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-1 Available Funds, until the Current Principal Amount of such Class has been reduced to zero, (ii) from the Group I-2 Available Funds to the Class I-F2 Certificates, in reduction of the Current Principal Amount thereof, the Group I-2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-2 Available Funds and (iii) from the Class R-I Deposit to the Class R-I Certificate, in each case, until the Current Principal Amount of each such Class has been reduced to zero; SIXTH, from the Group I Available Funds to the Class I-PO Certificates, in reduction of the Current Principal Amount thereof, the Class I-PO Certificate Principal Distribution Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of such Class has been reduced to zero; and SEVENTH, from the Group I Available Funds to the Class I-PO Certificates, the Class I-PO Certificate Deferred Amount, provided, that (i) on any Distribution Date, distributions pursuant to this priority SEVENTH shall not exceed the excess, if any, of (x) Group I Available Funds remaining after giving effect to distributions pursuant to priority FIRST through SIXTH above 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 I Subordinate Certificates then outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Class I-PO Certificates and (iii) no distribution will be made in respect of the Class I-PO Certificate Deferred Amount on or after the Group I Cross-Over Date. (B) Except as provided in (E) and (F) below, on each Distribution Date prior to the Group I Cross-Over Date, an amount equal to any remaining Group I Available Funds after the distributions in clause (A) above will be distributed sequentially, in the following order, to the Class I-B1, Class I-B2, Class I-B3, Class I-B4, Class I-B5 and Class I-B6 Certificates, in each case up to an amount equal to and in the following order: (1) the 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, in each case, to the extent of the remaining Group I Available Funds. (C) Amounts distributed in respect of the Class I-I1 Certificates pursuant to clauses THIRD and FOURTH of clause (A) above shall be deemed distributed (1) from the Group I-1 Available Funds to the extent of the amount that would be determined under the definition of Accrued Certificate Interest in respect of such Class if the Notional Balance thereof were equal to the aggregate Scheduled Principal Balance of the Group I-1 Mortgage Loans and the Pass-Through Rate thereof were equal to the weighted average, for each Group I-1 Mortgage Loan, of the greater of (x) the excess of (a) the Net Rate of such Group I-1 Mortgage Loan over (b) 8.00% and (y) zero, and (ii) from the Group I-2 Available Funds to the extent of the amount that would be determined under the definition of Accrued Certificate Interest in respect of such Class if the Notional Balance thereof were equal to the aggregate Scheduled Principal Balance of the Group I-2 Mortgage Loans and the Pass-Through Rate thereof were equal to the weighted average, for each Group I-2 Mortgage Loan, of the greater of (x) the excess of (a) the Net Rate of such Group I-2 Mortgage Loan over (b) 7.50% and (y) zero. (D) Amounts distributed in respect of the Class I-I2 Certificates pursuant to clauses THIRD and FOURTH of clause (A) shall be deemed distributed (i) from the Group I-1 Available Funds to the extent of the amount that would be determined under the definition of Accrued Certificate Interest in respect of such Class if the Notional Balance thereof were equal to the product of (x) the Subordinate Percentage relating to Loan Group I-1 and (y) the aggregate Scheduled Principal Balance of the Group I-1 Mortgage Loans as of the beginning of the related Due Period and (z) a fraction, the numerator of which is the aggregate current principal amount of the Group I Offered Subordinate Certificates and the denominator of which is the aggregate current principal amount the Group I Subordinate Certificates, and the Pass-Through Rate thereof were equal to 3.0%, and (ii) from the Group I-2 Available Funds to the extent of the amount that would be determined under the definition of Accrued Certificate Interest in respect of such Class if the Notional Balance thereof were equal to the product of (x) the Subordinate Percentage relating to Loan Group I-2 and (y) the aggregate Scheduled Principal Balance of the Group I-2 Mortgage Loans as of the beginning of the related Due Period and (z) a fraction, the numerator of which is the aggregate current principal amount of the Group I Offered Subordinate Certificates and the denominator of which is the aggregate current principal amount the Group I Subordinate Certificates, and the Pass-Through Rate thereof were equal to 2.5%. (E) On each Distribution Date prior to the Group I Cross-Over Date, but after the reduction of the Current Principal Amount of either of the Class I-F1 Certificates or Class I-F2 Certificates to zero, the remaining Class of Group I Senior Certificates (other than the Interest Only Certificates and the Principal Only Certificates) will be entitled to receive in reduction of its Current Principal Amount, in addition to any Principal Prepayments related to such remaining Group I Senior Certificates' respective Loan Group allocated to such Group I Senior Certificate, 100% of the Non-PO Percentage of Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Group I Senior Certificates; provided, however, that if (A) the weighted average of the Subordinate Percentages of the Group I Subordinate Certificates on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages of the Group I Subordinate Certificates and (B) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans delinquent 60 days or more (including for this purpose any such Group I Mortgage Loans in foreclosure and Group I Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Group I Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Group I Senior Certificates in accordance with this clause (E) will not be made and 100% of the Non-PO Percentage of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Group I Senior Certificates will be allocated to the Group I Subordinate Certificates. (F) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Group I Senior Certificates (other than the Interest Only Certificates and Principal Only Certificates) would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group (other than the PO Percentage of the Discount Mortgage Loans) and any Group I Subordinate Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (A) 100% of amounts otherwise allocable to the Group I Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Group I Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Group I Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group (other than the PO Percentage of the Discount Mortgage Loans), and (B) the Accrued Certificate Interest otherwise allocable to the Group I Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Group I Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group (other than the PO Percentage of the Discount Mortgage Loans). Any such reduction in the Accrued Certificate Interest on the Group I Subordinate Certificates will be allocated in reverse order of the Group I Subordinate Certificates numerical designations, commencing with the Class I-B6 Certificates. (G) If, after distributions have been made pursuant to priorities FIRST, SECOND, THIRD AND FOURTH of clauses (A) above, on any Distribution Date, the remaining Group I Available Funds are less than the sum of the Group I-1 Senior Optimal Principal Amount, the Group I-2 Senior Optimal Principal Amount and the Class I-PO Principal Distribution Amount, such amounts shall be reduced, and such remaining funds will be distributed on the Group I Senior Certificates (other than the Interest Only Certificates) on the basis of such reduced amount. Notwithstanding any reduction in principal distributable to the Class I-PO Certificates pursuant to this paragraph, the Current Principal Amount of the Class I-PO Certificates shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class I-PO Certificates in accordance with the priority SIXTH under clause (A) above and (ii) principal actually distributed to the Class I-PO Certificate after giving effect to this paragraph (such difference, the "Class I-PO Certificate Cash Shortfall"). The Class I-PO Certificate Cash Shortfall with respect to any Distribution Date will be added to the Class I-PO Certificate Deferred Amount. (ii) Interest and principal on the Group II Certificates will be distributed monthly on each Distribution Date, commencing in July 2003, in an amount equal to the Group II Available Funds on deposit in the Distribution Account for such Distribution Date. In addition, on the first Distribution Date, the $150 deposited by the Seller into the Distribution Account on the Closing Date for the Class R-II, Class R-III and Class R-IV Certificates (the "Class R Deposit") will be distributed to the Class R-II, Class R-III and Class R-IV Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (iiA) On each Distribution Date, the Group 1 II Available Funds shall be distributed as follows: (A) on each Distribution Dateand solely in the case of the Class R-II, Class R-III and Class R-IV Certificates, the Group 1 Available Funds Class R Deposit) will be distributed to the Group 1 II Senior Certificates as follows: (i) : FIRST, to the Group 1 II Senior Certificates (other than the Class R-II, Class R-III and Class R-IV Certificates), including the related Componentson a pro rata basis, the Accrued Certificate Interest on each such Class or Component Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 II Senior 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 described below; (ii) ; SECOND, to the Group 1 II Senior Certificates (other than the Class R-II, Class R-III and Class R-IV Certificates), on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 II Available Funds; and (iii) and THIRD, (i) from the Group 1 Senior Optimal Principal Amount for such Distribution Date, in each caseII Available Funds, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class III-A-1 A1 Certificates, in reduction of the Current Principal Amounts thereof, the Group II Senior Optimal Principal Amount thereoffor such Distribution Date to the extent of remaining Group II Available Funds and (ii) from the Class R Deposit, to the Class R-II, Class R-III and Class R-IV Certificates, in each case, until the Current Principal Amount of each such Class has been reduced to zero; and; (bB) 92.3188602909% of On each Distribution Date on or prior to the Group 1 Senior Optimal Principal Distribution Amount shall II Cross-Over Date, an amount equal to any remaining Group II Available Funds after the distributions in clause (A) above will be distributed sequentially, in the following order, to the Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-Class

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 June 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) on On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed to in the Group 1 Senior Certificates as follows: (i) FIRST, to following order of priority among the Group 1 Senior Certificates: FIRST, including to the related ComponentsClass I-A Certificates, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) ; SECOND, to the Group 1 Senior Class I-A Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, sequentially, in the following order, to the Class R-I, Class R-II and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: FIRST, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; THIRD, sequentially, in the following order, to the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates, the Group 2 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amount of the Group 2 Senior Certificates has been reduced to zero. (C) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: FIRST, to the Group 3 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; THIRD, to the Class III-A Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of the Class III-A Certificates has been reduced to zero. (D) On each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed to the Class IV-A Certificates as follows: FIRST, to the Class IV-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class IV-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; THIRD, to the Class IV-A Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of the Class IV-A Certificates has been reduced to zero. (E) Except as provided in (F) and (G) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2, Group 3 and Group 4 Available Funds after the distributions in (A), (B), (C) and (D) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below:. (aF) 7.6811397091% of the Group 1 Senior Optimal Principal On each Distribution Amount Date prior to the Class ICross-A-1 CertificatesOver Date, in but after the reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class has been reduced to zero; and (b) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentially1, to the Class I-A-2Group 2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-Group 3 or

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2003 August 2004, in an aggregate amount equal to the related Available Funds for such Distribution Date. (i) . On the first Distribution Date, an amount equal to the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) Deposit Amount will be distributed to the Class R-I I, Class R-II and Class R-III Certificates, pro rata, in reduction of its their respective Current Principal AmountAmounts, until its their respective Current Principal Amount has Amounts have been reduced to zero. On the first Distribution Date, the Paying Agent will, prior to the distribution of Group I Available Funds to any Group I Certificate, distribute the First Distribution Date Distribution Amount to the Class I-X Certificates, pro rata, as follows: (i) from Group I Available Funds, an amount equal to the product of (x) the First Distribution Date Distribution Amount and (y) the Component 1X Distribution Percentage; and (ii) from Group I Available Funds, an amount equal to the product of (x) the First Distribution Date Distribution Amount and (y) the Component 2X Distribution Percentage. (iiA) On each Distribution Date, the Group 1 I Available Funds shall be distributed as follows: (A) or on each the first Distribution Date, the Group 1 I Available Funds remaining following the distribution of the First Distribution Date Distribution Amount to the Class I-X Certificates) will be distributed to the Group 1 I Senior Certificates and the Class I-X Certificates as follows: first, concurrently, as follows: (i1) FIRSTpro rata, to the extent of Group 1 Senior I Available Funds allocable to Loan Subgroup I-1, to the Class I-A-1 Certificates and Component 1X of the Class I-X Certificates, including the related Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date. As described below, and to Component 2X of the Class I-X Certificates, the Subgroup I-1 Allocation Fraction of Accrued Certificate Interest on the Group 1 Senior 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 described below;such Component for such Distribution Date; and (ii2) SECONDpro rata, to the extent of Group 1 Senior I Available Funds allocable to Loan Subgroup I-2, to the Class I-A-2 Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous on such Class for such Distribution DatesDate, and to Component 2X of the Class I-X Certificates, the Subgroup I-2 Allocation Fraction of Accrued Certificate Interest on such Component for such Distribution Date; provided, however, that the amount of Accrued Certificate Interest paid to the Class I-X Certificates in respect of Component 1X will be reduced by the aggregate amount of any Carryover Shortfall Amounts on the Class I-A-1 Certificates, and that the amount of Accrued Certificate Interest paid to the Class second, to the extent of remaining Group 1 I Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Amount for Funds allocable to such Distribution Date, in each caseClass or Component of such Certificates, to the extent Group I Senior Certificates and Component 1X and Component 2X of remaining Group 1 Available Funds, shall be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 X Certificates, in reduction the Accrued Certificate Interest thereon pursuant to clause first remaining undistributed from previous Distribution Dates (other than, with respect to Component 1X and Component 2X of the Current Principal Amount thereof, until the Current Principal Amount of such Class has been reduced to zero; and (b) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentially, to the Class I-A-2X Certificates, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-any amounts pursuant to clause first deposited into the Carryover Shortfall Reserve Fund); and

Distributions on the Certificates. (a) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account to the extent of funds on deposit therein and distributed as directed in accordance with distribution instructions provided to it by the Securities Administrator for such Distribution Date, in the following order of priority: First, Interest Funds will be distributed, in the following manner and order of priority: 1. From Interest Funds, to the Class A-1 Certificates and Class A-2 Certificates, pro rata, based on the amount of interest owed to each such Class pursuant to this clause 1, the Current Interest and then any Interest Carry Forward Amount, in each case, for each such Class for such Distribution Date; 2. From remaining Interest Funds, to the Class M-1, the Class M-2, the Class B-1, and the Class B-2 Certificates, sequentially, in that order, the Current Interest for each such Class; 3. Any Excess Spread, to the extent necessary to cause the Overcollateralization Amount to equal to the Overcollateralization Target Amount, will be the Extra Principal Distribution Amount and will be included as part of the Principal Distribution Amount and distributed in accordance with Second (A) and (B) below; and 4. Any remaining Excess Spread will be the Remaining Excess Spread and will be applied, together with the Overcollateralization Release Amount, as Excess Cashflow pursuant to clauses Third through Twelfth below. On any Distribution Date, any shortfalls resulting from the application of the Relief Act and any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest Payments will be allocated as set forth in the definition of Current Interest herein. Second, to pay as principal on the Certificates will be distributed monthly on entitled to payments of principal, in the following order of priority: (A) For each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger Event is in effect, from the Principal Funds and the Extra Principal Distribution Amount for such Distribution Date: 1. To the Class A-1 Certificates and Class A-2 Certificates, commencing in January 2003 in pro rata, based on their respective Certificate Principal Balances, an aggregate amount equal to the Available Principal Distribution Amount, until the Certificate Principal Balance of each such Class is reduced to zero; 2. To the Class M-1 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; 3. To the Class M-2 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; 4. To the Class B-1 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; and 5. To the Class B-2 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; and (B) For each Distribution Date on or after the Stepdown Date, so long as a Trigger Event is not in effect, from the Principal Funds and the Extra Principal Distribution Amount for such Distribution Date: 1. To the Class A-1 Certificates and Class A-2 Certificates, pro rata, based on their respective Certificate Principal Balances, an amount equal to the Class A Principal Distribution Amount, until the Certificate Principal Balance of each such Class is reduced to zero; 2. To the Class M-1 Certificates, from any remaining Principal Distribution Amount, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; 3. To the Class M-2 Certificates, from any remaining Principal Distribution Amount, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; 4. To the Class B-1 Certificates, from any remaining Principal Distribution Amount, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and 5. To the Class B-2 Certificates, from any remaining Principal Distribution Amount, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; Third, from any remaining Excess Cashflow, the following amounts to the Class A-1 Certificates and Class A-2 Certificates, pro rata among such Classes based on the amount due: (a) any Interest Carry Forward Amount to the extent not paid pursuant to clause First 1 above and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Fourth, from any remaining Excess Cashflow, the following amounts to the Class M-1 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Fifth, from any remaining Excess Cashflow, the following amounts to the Class M-2 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Sixth, from any remaining Excess Cashflow, the following amounts to the Class B-1 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Seventh, from any remaining Excess Cashflow, the following amounts to the Class B-2 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Eighth, from any remaining Excess Cashflow, to each Class of Class A-1 Certificates and Class A-2 Certificates, any Basis Risk Shortfall and any Basis Risk Shortfall Carry Forward Amount for each such Class for such Distribution Date, pro rata based on the Basis Risk Shortfall and Basis Risk Shortfall Carryforward Amount owed to each such Class; Ninth, from any remaining Excess Cashflow, to the Class M-1, Class M-2, Class B-1 and Class B-2 Certificates, in that order, any Basis Risk Shortfall and any Basis Risk Shortfall Carry Forward Amount, in each case for such Class for such Distribution Date; Tenth, from any remaining Excess Cashflow, to the Class B-IO Certificates, the Class B-IO Distribution Amount; Eleventh, from any remaining Excess Cashflow, to the Class B-IO Certificates, any unreimbursed Class B-IO Advances; and Twelfth, any remaining amounts to the Residual Certificates. All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amount made pursuant to the provisions of this paragraph (a) shall, for federal income tax purposes, be deemed to have been distributed from REMIC II to the holder of the Class B-IO Certificates and then paid outside of any 2004-13 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates the holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (iib) On each Distribution Date, the Group 1 Available Funds related Cap Contract Payment Amount with respect to such Payment Date shall be distributed as follows: (A) on in the following order of priority, in each Distribution Date, the Group 1 Available Funds will be distributed case to the Group 1 Senior Certificates as followsextent of amounts available: (i) FIRSTfirst, to the Group 1 Senior holders of the related Class or Classes of Certificates, including the related Components, the Accrued Certificate Interest on each such Class payment of any Basis Risk Shortfall or Component for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior 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 described below; (ii) SECOND, to the Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and (iii) THIRD, the Group 1 Senior Optimal Principal Basis Risk Shortfall Carry Forward Amount for such Distribution Date, and in the case of the Class A-1 Certificates and the Class A-2 Certificates, pro rata, based on the Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amounts owed to each casesuch Class; (ii) second, from any remaining amounts, the payment of an amount equal to any Current Interest and Interest Carry Forward Amount for the related Class or Classes of Certificates, and in the case of the Class A-1 Certificates and the Class A-2 Certificates, pro rata, based on the Current Interest and Interest Carry Forward Amounts owed to each such Class, to the extent not covered by Interest Funds or Excess Cashflow on such Distribution Date; (iii) third, from any remaining amounts, available from the Cap Contract relating to the Class A-1 Certificates and the Class A-2 Certificates, to the Class M-1, the Class M-2, the Class B-1, and the Class B-2 Certificates, in that order, to the extent not paid pursuant to clauses (i) or (ii) above; and (iv) fourth, to the Class B-IO Certificates, any remaining amount. All Cap Contract Payment Amounts made with respect to Current Interest and Interest Carry Forward Amounts will be treated, for federal income tax purposes, as reimburseable advances ("Class B-IO Advances") made from the holder of remaining Group 1 Available Fundsthe Class B-IO Certificates. Such Class B-IO Advances will be paid back to the holder of the Class B-IO Certificate pursuant to Section 6.01(a). (c) On each Distribution Date, all amounts representing Prepayment Charges in respect of the Prepayment Charge Loans received during the related Prepayment Period will be withdrawn from the Distribution Account and distributed by the Trustee to the Class XP Certificates and shall not be distributed concurrently as followsavailable for distribution to the holders of any other Class of Certificates. The payment of such Prepayment Charges shall not reduce the Certificate Principal Balance of the Class XP Certificates. In addition, except as provided in clause (C) below: (a) 7.6811397091% Section 4.07 hereof, on the Distribution Date immediately following the Prepayment Period in which the last Prepayment Charge is collectible on the Prepayment Charge Loans, which Prepayment Period is the month of November 2010, the Group 1 Senior Optimal Principal Distribution Amount Trustee shall distribute the amount on deposit in the Class XP Reserve Account to the Class I-A-1 Certificates, XP Certificates in reduction of the Current Certificate Principal Amount thereof, Balance thereof until the Current Certificate Principal Amount of such Class has been Balance thereof is reduced to zero; and. (bd) 92.3188602909% The expenses and fees of the Group 1 Senior Optimal Principal Distribution Amount Trust shall be distributed sequentiallypaid by each of the 2004-13 REMICs, to the Class Iextent that such expenses relate to the assets of each of such respective 2004-A-213 REMICs, Class Iand all other expenses and fees of the Trust shall be paid pro rata by each of the 2004-A-3, Class I-A-4, Class I-A-5, Class I-A-13 REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Trustee monthly on each Distribution Date, commencing in January 2003 March 2005, as instructed by the Master Servicer or the Securities Administrator, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) . On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (Ab) on On each Distribution Date, the Group 1 Available Funds will be distributed to in the Group 1 following order of priority among the Senior Certificates except as follows: (i) otherwise noted: FIRST, to the Group 1 Senior Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Certificates, including pro rata, based on the related Componentsentitlement of each such Class, the Accrued Certificate Interest on each such Class or Component of Senior Certificates for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 each Class of Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls interest shortfalls allocable thereto. Any Net Interest Shortfalls interest shortfalls shall be allocated among the Group 1 Senior Certificates as described below; (ii) ; SECOND, to the Group 1 Senior Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Certificates, pro rata, based on a pro rata basis, including the related Componentsentitlement of each such Class, 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 the Senior Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each of the Senior Certificates for such Distribution Date; and THIRD, the Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Available Funds, concurrently as follows: (i) approximately 82.2037134166% to the Class A-1, Class A-2 and Class A-3 Certificates, pro rata, based on the Class Certificate Balances thereof, in reduction of the Class Certificate Balances thereof, until the Class Certificate Balances of such Classes have been reduced to zero; and (ii) approximately 17.7962865834% to the following Classes of Class A Certificates in the following order of priority: (A) FIRST, concurrently as follows: (X) approximately 69.4556586475% of the am▇▇▇▇ ▇▇▇▇▇able under clause (ii) above to the Class A-4 Certificates in reduction of the Class Certificate Balance thereof, until the Class Certificate Balance of such Class has been reduced to zero, (Y) approximately 30.5443413525% of the amount available under clause (ii) above, sequentially, to the Class A-6 Certificates and Class A-7 Certificates, in that order, in reduction of the Class Certificate Balances thereof, in each case, until the Class Certificate Balance of such Class has been reduced to zero, and (B) SECOND, to the Class A-5 Certificates and Class A-8 Certificates, pro rata, based on the Class Certificate Balances of such Classes, in reduction of the Class Certificate Balances thereof, until the Class Certificate Balances of such Classes have been reduced to zero. (c) On each Distribution Date on or prior to the Distribution Date on which the Class Certificate Balances of the Subordinate Certificates are reduced to zero (the "Credit Support Depletion Date"), an amount equal to the remaining Available Funds after the distributions in clause (b) above will be distributed sequentially, in the following order, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in each case up to an amount equal to and in the following order: (i) the Accrued Certificate Interest thereon for such Distribution Date, (ii) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (iii) THIRD, the Group 1 Senior Optimal such Class's Subordinate Principal Distribution Amount for such Distribution Date, in each case, case to the extent of the remaining Group 1 Available Funds. (d) On each Distribution Date, shall any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed concurrently as follows, except as provided in clause (C) below: (a) 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Amount to the Class I-A-1 R Certificates. It is not anticipated that there will be any significant amounts remaining for such distribution. (e) In addition to the foregoing distributions, in reduction with respect to any Subsequent Recoveries, the Master Servicer shall deposit such amounts into the Protected Account pursuant to Section 4.01(a). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of Subordinate Certificates with the highest payment priority to which Realized Losses have been allocated, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02(a). The amount of any remaining Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of Certificates with the next highest payment priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02(a), and so on. Holders of such Certificates will not be entitled to any payment in respect of Current Principal Amount thereof, until Interest on the Current Principal Amount 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 Class Certificate Balance of each Certificate of such Class has been reduced to zero; and (b) 92.3188602909% of the Group 1 Senior Optimal Principal Distribution Amount shall be distributed sequentially, to the Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-in accordance with its respective Percentage Interest.