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 September 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: FIRST, to the Group 1 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; 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 Class II-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class II-A 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 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 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) 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, Group 4 and Group 5 Available Funds after the distributions in (A), (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 Available Funds. (G) 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 or Group 5 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 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 (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 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

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 September 2001June 2005, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. On the first Distribution Date, an amount equal to the Deposit Amount shall be distributed to the Residual Certificates, pro rata, in reduction of their Current Principal Amounts, until their respective Current Principal Amounts are reduced to zero. (iA) On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: FIRST, to the Group 1 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; 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 I Available Funds will be distributed to the Group 2 I Senior Certificates (other than the Residual Certificates) and the Class M-X Certificates as follows: FIRSTfirst, to the Class III-A A-1 Certificates, the Class I-A-2 Certificates and the Class I-X Certificates, the Accrued Certificate Interest on each such Class of Certificates for such Distribution Date, pro rata, and then to the Class M-X Certificates, the Group I Allocation Fraction of Accrued Certificate Interest on such Class of Certificates for such Distribution Date, in each case 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 I-X Certificates pursuant to this clause will be reduced by the aggregate amount of any Group I Carryover Shortfall Amounts on the Class I-A-1 Certificates and the Class I-A-2 Certificates, which amount will be deposited on such Distribution Date in the Group I Carryover Shortfall Reserve Fund for distribution to the Class I-A-1 Certificates and the Class I-A-2 Certificates, as set forth in subparagraph second below and in clause (G) below, and that the amount of Accrued Certificate Interest paid to the Class M-X Certificates pursuant to this clause on each Distribution Date will be reduced by the Group I Allocation Fraction of any Subordinate Carryover Shortfall Amounts on the Subordinate Certificates (other than the Class M-X Certificates), which amount will be deposited on such Distribution Date into the Subordinate Carryover Reserve Fund for distribution as set forth in Section 6.01(a)(I) below. In addition, Accrued Certificate Interest on the Class I-A-1 Certificates, the Class I-A-2 Certificates, the Class I-X Certificates and the Class M-X Certificates is subject to reduction in the event of certain Net Interest Shortfalls and Net Deferred Interest allocable thereto. Any Net Interest Shortfalls and Net Deferred Interest shall be allocated among such Class I-A-1 Certificates, the Class I-A-2 Certificates, the Class I-X Certificates and the Class M-X Certificates in accordance with the provisions of Section 6.02(g); second, to the Class I-A-1 Certificates and the Class I-A-2 Certificates, any Group I Carryover Shortfall Amounts due to such Certificates (in accordance with Section 6.01(a)(G) below) to the extent such amount was deducted from the Accrued Certificate Interest on the Class I-X Certificates for such Distribution Date; SECONDthird, to the extent of remaining Group I Available Funds, to the Class III-A A-1 Certificates, the Class I-A-2 Certificates and the Class I-X Certificates, any Accrued Certificate Interest thereon pursuant to clause first remaining undistributed from previous Distribution DatesDates (other than, with respect to the Class I-X Certificates, any amounts pursuant to clause first deposited into the Group I Carryover Shortfall Reserve), pro rata, and then to the Class M-X Certificates, the Accrued Certificate Interest thereon pursuant to clause first remaining undistributed from previous Distribution Dates (other than any amounts pursuant to clause first deposited into the Subordinate Carryover Shortfall Reserve Fund), in each case based on the undistributed Accrued Certificate Interest owed to each such Class of Certificates; and fourth, to the extent of remaining Group 2 I Available Funds; THIRD, to the Class I-A-1 Certificates, the Class I-A-2 Certificates and the Class I-X Certificates, in reduction of the respective Current Principal Amount thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date, until the respective Current Principal Amount of each such Class of Certificates has been reduced to zero. (B) On each Distribution Date, the Group II Available Funds will be distributed to the Class II-A-1 Certificates, the Class II-A-2 Certificates, the Class II-A-3 Certificates, the Class II-X Certificates and the Class M-X Certificates as follows: first, to the Class II-A A-1 Certificates, the Class II-A-2 Certificates, the Class II-A-3 Certificates and the Class II-X Certificates, the Accrued Certificate Interest on each such Class of Certificates for such Distribution Date, pro rata, and then to the Class M-X Certificates, the Group 2 II Allocation Fraction of Accrued Certificate Interest on such Class of Certificates for such Distribution Date, in each case 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 II-X Certificates pursuant to this clause will be reduced by the aggregate amount of any Group II Carryover Shortfall Amounts for that Distribution Date on the Class II-A-1 Certificates, the Class II-A-2 Certificates and the Class II-A-3 Certificates, which amount will be deposited on such Distribution Date into the Group II Carryover Shortfall Reserve Fund for distribution to the Class II-A-1 Certificates, the Class II-A-2 Certificates and the Class II-A-3 Certificates as set forth in subparagraph second below and in clause (H) below; and provided further, that the amount of Accrued Certificate Interest paid to the Class M-X certificates pursuant to this clause on each Distribution Date will be reduced by the Group II Allocation Fraction of any Subordinate Carryover Shortfall Amounts on the Subordinate Certificates (other than the Class M-X Certificates), which amount will be deposited on such Distribution Date in the Subordinate Carryover Shortfall Reserve Fund for distribution to the Subordinate Certificates (other than the Class M-X Certificates) as set forth in clause (I) below. In addition, as described below, Accrued Certificate Interest on the Class II-A-1 Certificates, the Class II-A-2 Certificates, the Class II-A-3 Certificates, the Class II-X Certificates and the Class M-X Certificates is subject to reduction in the event of certain Net Interest Shortfalls and Net Deferred Interest allocable thereto. Any Net Interest Shortfalls and Net Deferred Interest shall be allocated among the Class II-A-1 Certificates, the Class II-A-2 Certificates, the Class II-A-3 Certificates, the Class II-X Certificates and the Class M-X Certificates in accordance with the provisions of Section 6.02(g); third, to the extent of remaining Group II Available Funds, to the Class II-A-1 Certificates, the Class II-A-2 Certificates, the Class II-A-3 Certificates and the Class II-X Certificates, any Accrued Certificate Interest thereon pursuant to clause first remaining undistributed from previous Distribution Dates (other than, with respect to the Class II-X Certificates, any amounts pursuant to clause first deposited into the Group II Carryover Shortfall Reserve Fund), pro rata, and then to the Class M-X Certificates, the Group II Allocation Fraction of Accrued Certificate Interest on such Class of Certificates for such Distribution Date, in each case based on the undistributed Accrued Certificate Interest owed to each such Class of Certificates; and fourth, to the extent of remaining Group II Available Funds, to the Class II-A-1 Certificates, the Class II-A-2 Certificates, the Class II-A-3 Certificates and the Class II-X Certificates, pro rata, in reduction of the respective Current Principal Amount thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available FundsDate, until the respective Current Principal Amount of the Group 2 Senior each such Class of Certificates has been reduced to zero. (C) On each Distribution Date prior to the Cross-Over Date, the Group 3 III Available Funds will be distributed to the Group 3 III Senior Certificates as followsand the Class M-X Certificates in the following order: FIRSTfirst, to the Class III-A Group III Senior Certificates, the Accrued Certificate Interest on each such Class of Certificates for such Distribution Date, pro rata, and then to the Class M-X Certificates, the Group III Allocation Fraction of Accrued Certificate Interest on such Class of Certificates for such Distribution Date, in each case based on the Accrued Certificate Interest owed to each such Class of Certificates ; SECONDprovided, however, that the amount of Accrued Certificate Interest paid to the Class M-X Certificates pursuant to this clause will be reduced by the Group III Allocation Fraction of any Subordinate Carryover Shortfall Amounts on the Subordinate Certificates (other than the Class M-X Certificates), which amount will be deposited on such Distribution Date in the Subordinate Carryover Shortfall Reserve Fund for distribution to the Subordinate Certificates (other than the Class M-X Certificates) as set forth in clause (I) below. As described below, Accrued Certificate Interest on the Group III Senior Certificates and the Class M-X Certificates is subject to reduction in the event of certain Net Interest Shortfalls and Net Deferred Interest allocable thereto. Any Net Interest Shortfalls and Net Deferred Interest shall be allocated among the Group III Senior Certificates and the Class M-X Certificates as described below; second, to the Class III-A extent of remaining Group III Available Funds, to the Group III Senior Certificates, any Accrued Certificate Interest thereon pursuant to clause first remaining undistributed from previous Distribution Dates, pro rata, and then to the Class M-X Certificates, the Group III Allocation Fraction of Accrued Certificate Interest on such Class of Certificates for such Distribution Date, in each case based on the undistributed Accrued Certificate Interest owed to each such Class of Certificates; and third, to the extent of remaining Group 3 III Available Funds; THIRD, to the Class III-A Group III Senior Certificates, pro rata, in reduction of the respective Current Principal Amount thereof, the Group 3 III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available FundsDate, until the respective Current Principal Amount of the each such Class III-A of 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) Except as provided in paragraphs (GE) and (HF) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to any the sum of the remaining Group 1I Available Funds, Group 2, Group 3, Group 4 II Available Funds and Group 5 III Available Funds after the distributions in (A), (B), (C), (D) and (EC) above will be distributed sequentially, in the following order, to the Class M-1, Class M-2, C▇▇▇▇ ▇-▇, ▇▇▇▇s M-4, Class M-5, Class M-6, Class M-7, 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 Available Funds. (G) 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 or Group 5 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 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 (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 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 aggregateany

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on On each Distribution Date, commencing the Securities Administrator shall withdraw the Interest Remittance Amount from funds then on deposit in September 2001, the Distribution Account for such Distribution Date and make the following distributions in an aggregate amount equal the order of priority set forth below: (i) to the sum Senior Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ii) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (iii) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (iv) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (v) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vi) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (vii) for application as part of the Available Funds Monthly Excess Cashflow for such Distribution Date, as provided in Section 5.06(d), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (vi) above for such Distribution Date. (b) On each Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event is in effect, the Securities Administrator shall withdraw the Principal Payment Amount from funds then on deposit in the Distribution Account for such Distribution Date and distribute the Principal Payment Amount for such date in the following order of priority: (i) to the Class A-1 Certificates, until the Certificate Principal Balance of such class has been reduced to zero; (ii) to the Class M-1 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (iv) to the Class B-1 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (v) to the Class B-2 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (vi) to the Class B-3 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; and (vii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 5.06(d), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (vi) above, for such Distribution Date. (c) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event is not in effect, the Principal Payment Amount shall be withdrawn by the Securities Administrator from funds then on deposit in the Distribution Account for such Distribution Date and distribute the Principal Payment Amount for such date in the following order of priority: (i) to the Class A-1 Certificates, the Class A-1 Principal Payment Amount until the Certificate Principal Balance of such class has been reduced to zero; (ii) to the Class M-1 Certificates, the Class M-1 Principal Payment Amount for such Distribution Date, until the Certificate Principal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, the Class M-2 Principal Payment Amount for such Distribution Date, until the Certificate Principal Balance of such Class has been reduced to zero; (iv) to the Class B-1 Certificates, the Class B-1 Principal Payment Amount for such Distribution Date, until the Certificate Principal Balance of such Class has been reduced to zero; (v) to the Class B-2 Certificates, the Class B-2 Principal Payment Amount for such Distribution Date, until the Certificate Principal Balance of such Class has been reduced to zero; (vi) to the Class B-3 Certificates, the Class B-3 Principal Payment Amount for such Distribution Date until the Certificate Principal Balance of such Class has been reduced to zero; and (vii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 5.06(d), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (vi) above, for such Distribution Date. (d) On each Distribution Date, the Available Funds Monthly Excess Cashflow shall be distributed as followsapplied by the Securities Administrator, after covering losses in respect of the related Distribution Date for such date in the following order of priority: (A) On until the aggregate Certificate Principal Balance of the Certificates equals the Aggregate Loan Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Cross-Over Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the extent of Monthly Excess Interest for such Distribution Date, to the Group 1 Available Funds will be distributed Certificates, in the following order of priority among the Group 1 Senior Certificates: FIRST, to the Group 1 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; THIRD, sequentially, in the following order, priority: (1) to the Class R-I, Class R-II and Class I-A 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 Certificate Principal Amounts thereof have Balance of such Class has been reduced to zero; (2) to the Class M-1 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (3) to the Class M-2 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (4) to the Class B-1 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (5) to the Class B-2 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; and (6) to the Class B-3 Certificates, until the Certificate Principal Balance of such Class 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 Class II-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class II-A 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 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 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) Except as provided in (G) and (H) below, on each Distribution Date prior on or after the Stepdown Date and with respect to which a Trigger Event is not in effect, to fund any principal distributions required to be made on such Distribution Date pursuant to Section 5.06(c), after giving effect to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2, Group 3, Group 4 and Group 5 Available Funds after distribution of the distributions in (A), (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 Principal Payment Amount for such Distribution Date, in each case, accordance with the priorities set forth therein; (ii) to the extent Class M-1 Certificates, any Deferred Amount for such Class, with interest thereon at the applicable Pass-Through Rate; (iii) to the Class M-2 Certificates, any Deferred Amount for such Class, with interest thereon at the applicable Pass-Through Rate; (iv) to the Class B-1 Certificates, any Deferred Amount for such Class, with interest thereon at the applicable Pass-Through Rate; (v) to the Class B-2 Certificates, any Deferred Amount for such Class, with interest thereon at the applicable Pass-Through Rate; (vi) to the Class B-3 Certificates, any Deferred Amount for such Class, with interest thereon at the applicable Pass-Through Rate; (vii) to the Basis Risk Reserve Fund, the aggregate amount of any Basis Risk Shortfalls for such Distribution Date, which amounts shall be withdrawn by the Securities Administrator from the Basis Risk Reserve Fund, from funds then on deposit therein, and applied in the following order of priority: (1) to the Class A-1 Certificates, any applicable Basis Risk Shortfall for such Class; (2) to the Class M-1 Certificates, any applicable Basis Risk Shortfall for such Class; (3) to the Class M-2 Certificates, any applicable Basis Risk Shortfall for such Class; (4) to the Class B-1 Certificates, any applicable Basis Risk Shortfall for such Class; (5) to the Class B-2 Certificates, any applicable Basis Risk Shortfall for such Class; (6) to the Class B-3 Certificates, any applicable Basis Risk Shortfall for such Class; (viii) to the Class X-1 Certificates, the Class X-1 Distributable Amount for such Distribution Date; and (ix) to the Class R Certificate, any remaining Available Fundsamount. Distributions pursuant to Section 5.06(d)(ii)-(vi) on any Distribution Date will be made after giving effect to withdrawals from the Interest Rate Cap Account on such date to pay Deferred Amounts. (Ge) On each Distribution Date prior to the Cross-Over Date, but after the reduction all amounts representing Prepayment Charges in respect of the Current Principal Amount of Mortgage Loans received during the Group 1, Group 2, Group 3, Group 4 or Group 5 Senior Certificates to zero, related Prepayment Period and deposited in the remaining Class or Classes of Senior Certificates Distribution Account will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such withdrawn from the 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 Account and distributed by the Principal Prepayments on any Mortgage Loan in the Loan Group 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 Securities Administrator in accordance with this clause (G) will the reports delivered by the Servicer to the Master Servicer pursuant to Section 4.03 hereof to the Class P Certificates and shall not be made. (H) If on any Distribution Date on which available for distribution to the aggregate Current Principal Amount holders of any other Class or Classes of Senior Certificates would be greater than Certificates. The payment of such Prepayment Charges shall not reduce the aggregate Scheduled Certificate Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in Class P Certificates. (f) Subject to Section 10.02 hereof respecting the final distribution on a Class of LIBOR or Fixed Rate Certificates, on each case after giving effect to Distribution Date the Securities Administrator shall make distributions to be made each Holder of a LIBOR or Fixed Rate Certificate of record on the preceding Record Date either by wire transfer in immediately available funds to the account of such Distribution Dateholder at a bank or other entity having appropriate facilities therefor, if (i) 100% of amounts otherwise allocable such Holder has so notified the Securities Administrator at least 5 Business Days prior 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, Record Date and (ii) the Accrued Certificate such Holder shall hold Regular Certificates with aggregate principal denominations of not less than $1,000,000 or evidencing a Percentage Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed aggregating 10% or more with respect to such Class or Classes of Senior Certificates in an amount equal or, if not, by check mailed by first class mail to such Certificateholder at the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance address of such Class holder appearing in the Certificate Register. Notwithstanding the foregoing, but subject to Section 10.02 hereof respecting the final distribution, distributions with respect to LIBOR or Classes Fixed Rate Certificates registered in the name of Senior Certificates over (y) the aggregatea Depository shall be made to such Depository in immediately available funds.

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 September 2001April 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 each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among the Group 1 Senior CertificatesI Certificates except as otherwise noted: FIRSTfirst, to the Group 1 Senior Class I-A1 Certificates, Class I-A2 Certificates and Class A-R Certificates, pro rata, the Accrued Certificate Interest on such each Class of Class I-A Certificates for such Distribution Date. As described below, Accrued Certificate Interest on the Group I Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated to the Group I Certificates as described below; SECONDsecond, to the Group 1 Senior Class I-A1 Certificates, Class I-A2 Certificates and Class A-R Certificates, pro rata, 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; THIRD, sequentially, in the following orderand third, to the Class RI-IA1 Certificates, Class R-II and Class I-A A2 Certificates and Class A-R Certificates, pro rata, in reduction of the Current Principal Amounts Class Certificate Balances thereof, the Group 1 I Senior Optimal Principal Distribution Amount for such Distribution Date to the extent of remaining Group 1 I Available Funds, until the Current Principal Amounts thereof Class Certificate Balances of such Classes have been reduced to zero;. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 II Available Funds will be distributed to in the following order of priority among the Group 2 Senior II Certificates except as followsotherwise noted: FIRSTfirst, to the Class II-A A1 Certificates and Class II-A2 Certificates, pro rata, the Accrued Certificate Interest on such each Class of Class II-A Certificates for such Distribution Date. As described below, Accrued Certificate Interest on each class of Group II-A Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated to the Group II Certificates as described below; SECONDsecond, to the Class II-A A1 Certificates and Class II-A2 Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 II Available Funds, any shortfall in available amounts being allocated to the Class II Senior Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each class of Group II Certificates for such Distribution Date; THIRDand third, to the Class II-A A1 Certificates and Class II-A2 Certificates, pro rata, in reduction of the Class Certificate Balances thereof, the Group 2 Optimal II Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group 2 II Available Funds, until the Current Principal Amount Class Certificate Balances of the Group 2 Senior Certificates has such Classes have been reduced to zero. (C) On each Distribution Date on or 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 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) Except as provided in (G) and (H) below, on each Distribution Date prior to the Cross-Over Credit Support Depletion Date, an amount equal to any the sum of the remaining Group 1, Group 2, Group 3, Group 4 I Available Funds and Group 5 II Available Funds after the distributions in clauses (A), ) and (B), (C), ) above and after any distributions required to be made pursuant to clauses (D) and (E) above below, 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, Class B-3, Class B-4, Class B-5 B-2 and Class B-6 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 Allocable Share Subordinate Principal Distribution Amount for such Distribution Date, in each case, case to the extent of the remaining Available Funds. (GD) On each Distribution Date prior to the Cross-Over Date, Credit Support Depletion Date but after the reduction of the Current Principal Amount aggregate Class Certificate Balance of the Group 1, Group 2, Group 3, Group 4 or Group 5 related Senior Certificates of a related Loan Group to zero, the remaining Class or Classes of related Senior Certificates will be entitled to receive in reduction of their Current Principal AmountsClass Certificate Balances, pro rata rata, based upon their Current Principal Amounts respective Class Certificate Balances 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; PROVIDEDprovided, HOWEVERhowever, that if both (a) the weighted average of the Subordinate Percentage equals or exceeds 4.00200% of the original weighted average of the Subordinate Percentage as of the Closing Date on such or after the Distribution DateDate in April 2009 and (b) the aggregate Stated Principal 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 Prepayments to the Senior Certificates in accordance with this clause (GD) will not be mademade 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. (HE) If on any Distribution Date on which the aggregate Current Principal Amount Class Certificate Balance of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled 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 such Class or Classes of the Undercollateralized Senior Certificates in reduction of the Current Principal Amounts Class Certificate Balances thereof, until the aggregate Current Principal Amount Class Certificate Balance of such Class or Classes of Undercollateralized Senior Certificates is an amount equal to the aggregate Scheduled 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) or (B) 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 excess 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 (x) interest and principal to the aggregate Current Principal Balance Classes of such 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 I or Group II Available Funds remaining after payment of interest and principal to a Class or Classes of Senior Certificates over 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, 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. (yF) Any Prepayment Penalties shall be distributed to the aggregateClass P Certificates.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Class R Certificates) of each Certificate Group will be distributed monthly on each Distribution Date, commencing in September 2001April 2005, in an aggregate amount equal to the sum of the Available Funds for the related Loan Group on deposit in the Distribution Account for such Distribution Date. (i) . In addition, on the Distribution Date occurring in April 2005, the Class R Deposit will be distributed to the Holder of the Class R Certificates in reduction of the Current Principal Amount thereof. On each Distribution Date, the Available Funds for each Loan Group on deposit in the Distribution Account shall be distributed as follows: (A) On on each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds for Loan Group I will be distributed in the following order of priority among to the Group 1 Senior CertificatesI Certificates as follows: FIRSTfirst, to the Group 1 Senior Class I-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECONDsecond, to the Group 1 Senior Class I-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds for Loan Group 1 Available FundsI; THIRD, sequentially, in the following orderand third, to the Class R-I, Class R-II and Class I-A A-1 Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 1 Senior Optimal Principal Amount with respect to the Class I-A-1 Certificates for such Distribution Date Date, to the extent of remaining Available Funds for Loan Group 1 Available FundsI, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (B) On on each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds for Loan Group II will be distributed to the Group 2 Senior II Certificates as follows: FIRSTfirst, to the Class II-A A-1, Class II-A-2 and Class II-A-3 Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date, pro rata, based on the Accrued Certificate Interest owed to each such Class; SECONDsecond, to the Class II-A A-1, Class II-A-2 and Class II-A-3 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, pro rata, based on the Accrued Certificate Interest owed to each such Class, to the extent of remaining Available Funds for Loan Group 2 Available FundsII; THIRDand third, to the Class II-A A-1, Class II-A-2 and Class II-A-3 Certificates, in reduction of the Group 2 Current Principal Amount thereof, the Senior Optimal Principal Amount with respect to the Group II Certificates for such Distribution Date Date, pro rata, based on their respective Current Principal Amounts, to the extent of remaining Available Funds for Loan Group 2 Available FundsII, until the Current Principal Amount of the Group 2 Senior Certificates each such Class has been reduced to zero. (C) On on each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds for Loan Group III will be distributed to the Group 3 Senior III Certificates as follows: FIRSTfirst, to the Class III-A A-1, Class III-A-2 and Class III-A-3 Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date, pro rata, based on the Accrued Certificate Interest owed to each such Class; SECONDsecond, to the Class III-A A-1, Class III-A-2 and Class III-A-3 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, pro rata, based on the Accrued Certificate Interest owed to each such Class, to the extent of remaining Available Funds for Loan Group 3 Available FundsIII; THIRDand third, to the Class III-A A-1, Class III-A-2 and Class III-A-3 Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Senior Optimal Principal Amount with respect to the Group III Certificates for such Distribution Date Date, pro rata, based on their respective Current Principal Amounts, to the extent of remaining Available Funds for Loan Group 3 Available FundsIII, until the Current Principal Amount of the each such Class III-A Certificates has been reduced to zero. (D) On on each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds for Loan Group IV will be distributed to the Class IV-A Group IV Certificates as follows: FIRSTfirst, to the Class IV-A A-1, Class IV-A-2 and Class IV-A-3 Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date, pro rata, based on the Accrued Certificate Interest owed to each such Class; SECONDsecond, to the Class IV-A A-1, Class IV-A-2 and Class IV-A-3 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, pro rata, based on the Accrued Certificate Interest owed to each such Class, to the extent of remaining Available Funds for Loan Group 4 Available FundsIV; THIRDand third, to the Class IV-A A-1, Class IV-A-2 and Class IV-A-3 Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Senior Optimal Principal Amount with respect to the Group IV Certificates for such Distribution Date Date, pro rata, based on their respective Current Principal Amounts, to the extent of remaining Available Funds for Loan Group 4 Available FundsIV, until the Current Principal Amount of the each such 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) Except as provided in clauses (GF) and (HG) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1, Group 2, Group 3, Group 4 and Group 5 Available Funds for all Loan Groups after the distributions in clauses (A), (B), (C), ) through (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 B-5, Class B-6, Class B-7 and Class B-6 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 ’s Allocable Share for such Distribution Date, in each case, to the extent of remaining Available FundsFunds for all Loan Groups. (GF) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the aggregate Current Principal Amount of all of the classes of any of the Group 1I, Group 2II, Group 3III, Group 4 or Group 5 Senior IV Certificates to zero, the remaining Class or Classes of Senior Certificates Certificate Groups will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their aggregate Current Principal Amounts Amount of the Senior Certificates in each Certificate Group 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 or Loan Groups relating to any fully paid Certificate Group. Such amounts allocated to Senior Certificates shall be treated as part of the Available Funds for the related Loan Group and distributed as part of the related Senior Optimal Distribution Amount in accordance with priority third in clauses (A) through (D) above, as applicable, in reduction of the Current Principal Amounts thereof. Notwithstanding the foregoing, if (i) 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 (ii) 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 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 relating to the fully repaid Class of Senior Certificates; PROVIDED, HOWEVER, that if the weighted average Subordinate Percentage equals paid Certificate Group or exceeds 4.00% on such Distribution Date, then the additional allocation of Principal Prepayments Certificate Groups will be allocated to the Senior Certificates in accordance with this clause Subordinate Certificates. (G) will not be made. (H) If For any Undercollateralized Certificate Group on any Distribution Date on which prior to 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 Cross-Over Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of the Senior Certificates of such Undercollateralized Certificate Group on a pro rata basis in accordance with their respective Current Principal Amounts 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 the related Loan Group, Group and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, reduced and distributed to such Class or Classes Senior Certificates, to the extent of any amount due and unpaid on such Senior Certificates Certificates, in an amount equal to one month’s interest at a rate equal to the Accrued Certificate Interest related Pass-Through Rate for such Distribution Date on the excess related Undercollateralized Amount. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Class B Certificates numerical designations, commencing with the Class B-8 Certificates. If there exists more than one Undercollateralized Certificate Group on a Distribution Date, amounts distributable to such Undercollateralized Certificate Groups pursuant to this clause will be allocated between such Undercollateralized Certificate Groups, pro rata, based upon their respective Undercollateralized Amounts. (xH) If, after distributions have been made pursuant to priorities first and second of clauses (A) through (D) above on any Distribution Date, the aggregate remaining Available Funds for any Loan Group is less than the Senior Optimal Principal Amount for that Loan Group, the Senior Optimal Principal Amount for such Loan Group shall be reduced by that amount, and the remaining Available Funds for such Loan Group will be distributed as principal among the related Classes of Senior Certificates on a pro rata basis in accordance with their respective Current Principal Balance Amounts. (I) On each Distribution Date, any Available Funds remaining after payment of such interest and principal to the Classes of Certificates entitled thereto, will be distributed to the Class R Certificates; provided that if on any Distribution Date there are any Available Funds for any Loan Group 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 over have been paid in full, before any Available Funds are distributed in accordance with this clause to the Class R Certificates. (yb) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the aggregateDistribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (c) 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 to the holders of the Class of Senior Certificates in such Certificate Group on a pro rata basis in accordance with the amount of Accrued Certificate Interest for that Distribution Date absent such shortfalls. 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. (d) The expenses and fees of the Trust shall be paid by each of the 2005-3 REMICs, to the extent that such expenses relate to the assets of each of such respective 2005-3 REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the 2005-3 REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in September 2001August 2004, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . In addition, on the Distribution Date occurring in August 2004, the Class R-I Deposit will be distributed to the Holder of the Class R-I Certificate and the Class R-II Deposit will be distributed to the Holder of the Class R-II Certificate. On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among to the Group 1 I Senior CertificatesCertificates as follows: FIRST, to the Group 1 Senior Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-1 Certificates and Class I-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 1 Senior Class I-A-1 Certificates and Class I-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 1 I Available Funds; and THIRD, sequentially, in the following order, to the Class RI-I, Class R-II A-1 Certificates and Class I-A A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the remaining Group 1 I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 I Available Funds, until the Current Principal Amounts thereof of such Classes have been reduced to zero;. (Bii) On on each Distribution Date prior to the Cross-Over Date, the Group 2 II Available Funds will be distributed to the Group 2 II Senior Certificates as follows: FIRST, to the Class II-A A-1 Certificates 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 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 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 2 II Available Funds; and THIRD, to the Class II-A A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amount thereof, the Group 2 II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 II Available Funds, until the Current Principal Amount Amounts of the Group 2 Senior Certificates has such Classes have been reduced to zero. (Ciii) On on each Distribution Date prior to the Cross-Over Date, the Group 3 III Available Funds will be distributed to the Group 3 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 3 III Available Funds; and THIRD, to the Class III-A Certificates, in reduction of the Current Principal Amount thereof, the Group 3 III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 III Available Funds, until the Current Principal Amount of the such 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. (Fiv) Except as provided in clauses (Gv) and (Hvi) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1I, Group 2, Group 3, Group 4 II and Group 5 III Available Funds after the distributions in clauses (Ai), (B), (C), (Dii) and (Eiii) 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: (aA) the Accrued Certificate Interest thereon for such Distribution Date, (bB) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (cC) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I, Group II and Group III Available Funds. (Gv) On each Distribution Date prior to the Cross-Over Date, Date but after the reduction of the Current Principal Amount of all of the Group 1, Group 2, Group 3, Group 4 or Group 5 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 Group of 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 Class of Senior CertificatesCertificate Group; PROVIDEDprovided, HOWEVERhowever, that if (A) the weighted average of the Subordinate Percentage Percentages on such Distribution Date equals or exceeds 4.00% on 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 Distribution DateMortgage 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 (Gvi) will not be mademade 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. (Hvi) 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 the related Loan Group and any Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (iA) 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 the related Loan Group, and (iiB) 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 Amount of such Class or Classes of Senior Certificates over (y) the aggregateaggregate 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) and (iii) above on any Distribution Date, the remaining Group I, Group II or Group III Available Funds are less than the Group I, Group II and Group III 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 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-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. (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 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.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in September 2001January 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: FIRSTfirst, to the Group 1 Senior Class I-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECONDsecond, to the Group 1 Senior Class I-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; 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: FIRSTfirst, to the Class II-A Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECONDsecond, to the Class II-A Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; THIRDthird, to the Class II-A 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: FIRSTfirst, to the Class III-A Group 3 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECONDsecond, to the Class III-A Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; THIRDthird, to the Class III-A 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 Class III-A 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 Class IV-A Group 4 Senior Certificates as follows: FIRSTfirst, to the Class IV-A Group 4 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECONDsecond, to the Class IV-A Group 4 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; THIRDthird, to the Class IV-A 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 Class IV-A 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 Class V-A Group 5 Senior Certificates as follows: FIRSTfirst, to the Class V-A Group 5 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECONDsecond, to the Class V-A Group 5 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 5 Available Funds; THIRDthird, to the Class V-A 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 Class V-A 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) Except as provided in (GH) and (HI) 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 4, Group 5 and Group 5 6 Available Funds after the distributions in (A), (B), (C), (D), (E) and (EF) 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 Available Funds. (GH) 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 4, Group 5 or Group 5 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 relating to the fully repaid Class of Senior Certificates; PROVIDEDprovided, HOWEVERhowever, that if (A) the weighted average Subordinate Percentage equals or exceeds 4.006.20% on such Distribution DateDate 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 (GH) will not be made. (HI) 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 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 aggregateaggregate 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.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in September 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the an amount equal to Available Funds for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account and distributed as directed in accordance with the Remittance Report for such Distribution Date, as follows: (Ai) On to each Distribution Date prior to Senior Certificate Group, from the Cross-Over Date, the related Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificatespriority: FIRST, to the Group 1 Senior Certificatesfirst, the Accrued Certificate Interest on for such Class Senior Certificate Group for such Distribution Date, pro rata based on the amount of Accrued Certificate Interest due to each Class in that Senior Certificate Group; SECOND, to the Group 1 Senior Certificatessecond, any Accrued Certificate Interest thereon for such Senior Certificate Group remaining undistributed from previous Distribution Dates, to pro rata based on the extent amount of remaining Group 1 Available Funds; 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 Class II-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class II-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, Dates to the extent of remaining Group 2 Available Fundseach Class in that Senior Certificate Group; 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 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 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 Certificatesthird, in reduction of the Current Principal Amount thereofof the Senior Principal Certificates of such Senior Certificate Group, the related Group 3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available FundsDate, until the Current Principal Amount of the Class III-A Certificates thereof has been reduced to zero.; and (Dii) On each Distribution Date prior subject to clauses (iii) and (iv) below, from 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 sum 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) 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, Group 4 and Group 5 Available Funds after the distributions in (A), (B), (C), (D) and (E) above will be distributed sequentially, in the following orderall Mortgage Loan Groups, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, sequentially in each case up to an amount equal to and in the following that order: (a) the first, Accrued Certificate Interest thereon for such Class for such Distribution Date, (b) second, any Accrued Certificate Interest thereon on such Class remaining undistributed from previous Distribution Dates Dates; and (c) third, such Class's ' Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (Giii) On each Notwithstanding anything to the contrary in clauses (i) and (ii) above, on any Distribution Date prior to the Cross-Over Date but on and after the date on which the Current Principal Amount of one or more Classes of Senior Principal Certificates (following application of Available Funds pursuant to clause (i) above) has been reduced to zero, unless the Subordination Doubling Test and the Delinquency Test have been satisfied for such Distribution Date, but after amounts in respect of the reduction related Mortgage Loan Group for each such Senior Certificate Group that would be otherwise distributable as principal under clauses (ii) and (iv) of the definition of Subordinate Optimal Principal Amount to each Class of Subordinate Certificates pursuant to paragraph "third" of clause (ii) above, shall, in inverse order of priority, beginning with the Class B-6 Certificates, be applied to reduce the Current Principal Amount of the Senior Principal Certificates of each Senior Certificate Group 1that remains outstanding on such Distribution Date (following application of Available Funds pursuant to clause (i) above), Group 2, Group 3, Group 4 or Group 5 Senior Certificates until such Current Principal Amount thereof has been reduced to zero. If more than one such Senior Certificate Group exists, such amounts shall be allocated to the remaining Class or Classes Senior Principal Certificates of the Senior Certificates will be entitled to receive in reduction of their Certificate Groups pro rata, based upon the Current Principal Amounts, pro rata based upon their Amount of each such Senior Principal Certificate as a percentage of the aggregate Current Principal Amounts Amount of all Senior Principal Certificates, in each case immediately prior to such Distribution Date. (iv) Notwithstanding anything to the contrary in clauses (i) and (ii) above, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan if an Undercollateralized Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments exists on any Mortgage Loan in the Loan Group 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 (G) will not be made.then (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, (iA) 100% of amounts Available Funds otherwise allocable payable on such Distribution Date to the Subordinate Certificates in respect of principal will be distributed reallocated to pay to the Senior Principal Certificates in such Class or Classes of Senior Certificates Undercollateralized Group the related Undercollateralization Amount, in reduction of the Current Principal Amounts Amount thereof. In the event that there is more than one Undercollateralized Group on a Distribution Date, until such Available Funds will be allocated pro rata among each such Undercollateralized Group, based on the Undercollateralization Amount for each such Undercollateralized Group as a percentage of the aggregate Current Principal Undercollateralization Amount of for all 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 Undercollateralized Groups; and (iiB) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such that Distribution Date will be reducedwill, if necessary, be reduced and distributed to such that Class or those Classes of Senior Certificates (including both the Senior Principal Certificates and the related Notional Amount Certificates) in an amount equal to the Accrued Certificate Interest with respect to both the Senior Principal Certificates and the related Notional Amount Certificates for such that Distribution Date on the excess of (x) the aggregate Current Principal Balance Amount of such that Class or those Classes of Senior Principal Certificates over (y) the aggregateaggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Loan Group (pro rata if more than one Class of Senior Certificates is so affected, based on the relative amounts of Accrued Certificate Interest for each such Class). Any reduction in the Accrued Certificate Interest or principal of the Subordinate Certificates pursuant to this Clause (iv) will be allocated to the Subordinate Certificates in reverse order of their numerical designations, commencing with the Class B-6 Certificates. Notwithstanding the foregoing, on the first Distribution Date, an amount equal to $50 shall be distributed to each of the Class R-I Certificate and the Class R-II Certificate from funds deposited in the Distribution Account on the Closing Date. (b) 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 both 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 September 2001October 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 each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among the Group 1 Senior CertificatesI Certificates except as otherwise noted: FIRSTfirst, to the Group 1 Senior Class I-A-1 Certificates and Class I-A-2 Certificates, pro rata, the Accrued Certificate Interest on such each Class of Class I-A Certificates for such Distribution Date. As described below, Accrued Certificate Interest on the Group I Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated to the Group I Certificates as described below; SECONDsecond, to the Group 1 Senior Class I-A-1 Certificates and Class I-A-2 Certificates, pro rata, 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; THIRD, sequentially, in the following orderand third, to the Class RI-I, Class R-II A-1 Certificates and Class I-A A-2 Certificates, pro rata, in reduction of the Current Principal Amounts Class Certificate Balances thereof, the Group 1 I Senior Optimal Principal Distribution Amount for such Distribution Date to the extent of remaining Group 1 I Available Funds, until the Current Principal Amounts thereof Class Certificate Balances of such Classes have been reduced to zero;. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 II Available Funds will be distributed to in the following order of priority among the Group 2 Senior II Certificates except as followsotherwise noted: FIRSTfirst, to the Class II-A A-1 Certificates and Class II-A-2 Certificates, pro rata, the Accrued Certificate Interest on such each Class of Class II-A Certificates for such Distribution Date. As described below, Accrued Certificate Interest on each class of Group II-A Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated to the Group II Certificates as described below; SECONDsecond, to the Class II-A A-1 Certificates and Class II-A-2 Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 II Available Funds, any shortfall in available amounts being allocated to the Class II Senior Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each class of Group II Certificates for such Distribution Date; THIRDand third, to the Class II-A A-1 Certificates and Class II-A-2 Certificates, pro rata, in reduction of the Class Certificate Balances thereof, the Group 2 Optimal II Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group 2 II Available Funds, until the Current Principal Amount Class Certificate Balances of the Group 2 Senior Certificates has such Classes have been reduced to zero. (C) On each Distribution Date on or prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: FIRST, to Distribution Date on which 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 Balances 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 Subordinate Certificates has been are reduced to zero. zero (D) On each Distribution Date prior to the Cross-Over “Credit Support Depletion 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) Except as provided in (G) and (H) below, on each Distribution Date prior to the Cross-Over Date”), an amount equal to any the sum of the remaining Group 1, Group 2, Group 3, Group 4 I Available Funds and Group 5 II Available Funds after the distributions in clauses (A), ) and (B), (C), ) above and after any distributions required to be made pursuant to clauses (D) and (E) above below, 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, Class B-3, Class B-4, Class B-5 B-2 and Class B-6 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 Allocable Share ’s Subordinate Principal Distribution Amount for such Distribution Date, in each case, case to the extent of the remaining Available Funds. (GD) On each Distribution Date prior to the Cross-Over Date, Credit Support Depletion Date but after the reduction of the Current Principal Amount aggregate Class Certificate Balance of the Group 1, Group 2, Group 3, Group 4 or Group 5 related Senior Certificates of a related Loan Group to zero, the remaining Class or Classes of related Senior Certificates will be entitled to receive in reduction of their Current Principal AmountsClass Certificate Balances, pro rata based upon their Current Principal Amounts Class Certificate Balances immediately prior to such Distribution Date, in addition to any Principal Prepayments 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; PROVIDEDprovided, HOWEVERhowever, that if both (a) the weighted average of the Subordinate Percentage equals or exceeds 4.00200% of the original weighted average of the Subordinate Percentage as of the Closing Date on such or after the Distribution DateDate in October 2008 and (b) the aggregate Stated Principal 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 Prepayments principal prepayments to the Senior Certificates in accordance with this clause (GD) will not be mademade 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. (HE) If on any Distribution Date on which the aggregate Current Principal Amount Class Certificate Balance of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled 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 such Class or Classes of the Undercollateralized Senior Certificates in reduction of the Current Principal Amounts Class Certificate Balances thereof, until the aggregate Current Principal Amount Class Certificate Balance of such Class or Classes of Undercollateralized Senior Certificates is an amount equal to the aggregate Scheduled 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) or (B) 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 excess 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 (x) interest and principal to the aggregate Current Principal Balance Classes of such Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates; provided that if on any Distribution Date on and after the Credit Support Depletion Date there are any Group I or Group II Available Funds remaining after payment of interest and principal to a Class or Classes of Senior Certificates over (y) entitled thereto, such amounts will be distributed to the aggregateother 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-II 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, 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 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.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in September 2001July 2004, in an aggregate amount equal to the sum of 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: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among to the Group 1 I Senior CertificatesCertificates as follows: FIRST, to the Group 1 Senior Class R-I, Class R-II and Class I-A Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class R-I, Class R-II and Class I-A Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 1 Senior Class R-I, Class R-II and Class I-A Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; THIRD, sequentially, in the following order, to the Class R-I, I Certificates and Class R-II and Class I-A 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 1 I Available Funds, until the Current Principal Amounts thereof have Amount of each such Class has been reduced to zero;; and FOURTH, to the Class I-A Certificates, on a pro rata basis, 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. (Bii) On on each Distribution Date prior to the Cross-Over Date, the Group 2 II Available Funds will be distributed to the Group 2 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 2 II Available Funds; and THIRD, to the Class II-A Certificates, in reduction of the Current Principal Amount thereof, the Group 2 II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 II Available Funds, until the Current Principal Amount of the Group 2 Senior Certificates such Class has been reduced to zero. (Ciii) On on each Distribution Date prior to the Cross-Over Date, the Group 3 III Available Funds will be distributed to the Group 3 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 3 III Available Funds; and THIRD, to the Class III-A Certificates, in reduction of the Current Principal Amount thereof, the Group 3 III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 III Available Funds, until the Current Principal Amount of the such Class III-A Certificates has been reduced to zero. (Div) On on each Distribution Date prior to the Cross-Over Date, the Group 4 IV Available Funds will be distributed to the Class IV-A 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 4 IV Available Funds; and THIRD, to the Class IV-A Certificates, in reduction of the Current Principal Amount thereof, the Group 4 IV Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 IV Available Funds, until the Current Principal Amount of the such 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. (Fv) Except as provided in clauses (Gvi) and (Hvii) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1I, Group 2II, Group 3, Group 4 III and Group 5 IV Available Funds after the distributions in clauses (Ai), (Bii), (C), (Diii) and (Eiv) 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: (aA) the Accrued Certificate Interest thereon for such Distribution Date, (bB) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (cC) 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. (Gvi) On each Distribution Date prior to the Cross-Over Date, Date but after the reduction of the Current Principal Amount of all of the Group 1, Group 2, Group 3, Group 4 or Group 5 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 Group of 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 Class of Senior CertificatesCertificate Group; PROVIDEDprovided, HOWEVERhowever, that if (A) the weighted average of the Subordinate Percentage Percentages on such Distribution Date equals or exceeds 4.00% on 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 Distribution DateMortgage 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 (Gvi) will not be mademade 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. (Hvii) 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 the related Loan Group and any Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (iA) 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 the related Loan Group, and (iiB) 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 Amount of such Class or Classes of Senior Certificates over (y) the aggregateaggregate 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. (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 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.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in September 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, an 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 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 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 prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order Class of priority among the Group 1 Senior Certificates: FIRST, to the Group 1 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; 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 Class II-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class II-A 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 Fundspro rata, until the Current Principal Amount of the Group 2 Senior Certificates has been each such Class is 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, 2. to the Class IIII-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class III-A B-1 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 I Principal Distribution 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 thereof is reduced to zero.; (D) On each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed 3. to the Class IVI-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 B-2 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 I Principal Distribution 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 thereof is reduced to zero.; (E) On each Distribution Date prior to the Cross-Over Date, the Group 5 Available Funds will be distributed 4. to the Class VI-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 B-3 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 I Principal Distribution 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 thereof is reduced to zero.; (F) Except as provided in (G) and (H) below, on each Distribution Date prior 5. to the CrossClass I-Over DateB-4 Certificates, an amount equal to any remaining Group 1, Group 2, Group 3, Group 4 and Group 5 Available Funds after the distributions in (A), (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 I Principal 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. (G) On each Distribution Date prior to the Cross-Over Date, but after the reduction of Amount until the Current Principal Amount of the Group 1, Group 2, Group 3, Group 4 or Group 5 Senior Certificates thereof is reduced 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 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 (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 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;

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in September 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, an amount equal to the Available Interest Funds and Principal Funds for such Distribution Date shall be distributed as follows: (A) On each withdrawn by the Trustee from the Distribution Date prior Account to the Cross-Over extent of funds on deposit therein and distributed for such Distribution Date, the Group 1 Available Funds will be distributed in the following order of priority among priority: First, from Interest Funds, from each Loan Group on a pro rata basis, on each Distribution Date on and after the Group 1 Senior Certificates: FIRSTDistribution Date in April 2016, if applicable, to the Group 1 Senior CertificatesFinal Maturity Reserve Account, an amount equal to the Accrued Certificate Interest on such Class related Coupon Strip for such Distribution Date; SECOND. Second, to pay any accrued and unpaid interest on the related Class A, Class B and Class X Certificates in the following order of priority: 1. From remaining Interest Funds in respect of: a. Loan Group I, to the Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; 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 Interest and then any Interest Carry Forward Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amounts thereof have been reduced to zeroClass; (B) On each Distribution Date prior to the Cross-Over Dateb. Loan Group II, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: FIRSTfirst, to the each Class of Class II-A Certificates, the Accrued Certificate Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the amounts owed to 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 but only to the extent of the portion of any delinquent interest collections received on the related Mortgage Loans that resulted in such Deficiency Amount on a prior Distribution Date; SECOND, Date and would otherwise be payable to the Class II-A A-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates; c. Loan Group III, to the extent each Class 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 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 Class III-A Certificates, the Accrued Certificate 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 for such Distribution DateClass; SECONDand d. Loan Group IV, to the each 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 and the Class IV-A X Certificates, the Accrued Certificate Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based 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 Interest and Interest Carry Forward Amount thereof, the Group 4 Optimal Principal Amount for due to each such Distribution Date to the extent Class; 2. From remaining Interest Funds in respect 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) 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, Group 4 and Group 5 Available Funds after the distributions in (A), (B), (C), (D) and (E) above will be distributed sequentially, in the following orderall Loan Groups, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 B-5, Class B-6 and Class B-6 B-7 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. Any Excess Spread to the extent necessary to meet a level of overcollateralization 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 Third (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 Fourth through Fifteenth below. Third, to pay as principal on the Class A and Class B Certificates, in each case up to an amount equal to and in the following order: order of priority: (aA) For each Distribution Date (i) prior to the Accrued Certificate Interest thereon 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, : (ba) 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, An amount equal to the extent of remaining Available Funds. (G) On each Group I Principal 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 or Group 5 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 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 (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 the Class or Classes of Senior I-A Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class is reduced to zero; (b) An amount equal to the Group II Principal Distribution Amount will be distributed first 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 Classes (b)(y) of Senior Certificates is such definition, but only to the extent of the portion of Subsequent Recoveries with respect to the 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; (c) To the Class III-A Certificates, an amount equal to the aggregate Scheduled Group III 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 Amount will be reduced, if necessary, and distributed to on a pro rata basis until the Current Principal Amount of each such Class or Classes of Senior Certificates in is reduced to zero; (d) To the Class IV-A Certificates, an amount equal to the Accrued Group IV Principal Distribution Amount will be distributed on a pro rata basis until the Current Principal Amount of each such Class is reduced to zero; 2. To the Class B-1 Certificates, any remaining Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 3. To the Class B-2 Certificates, any remaining Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 4. To the Class B-3 Certificates, any remaining Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 5. To the Class B-4 Certificates, any remaining Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 6. To the Class B-5 Certificates, any remaining Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 7. To the Class B-6 Certificates, any remaining Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; and 8. To the Class B-7 Certificates, any remaining Principal Distribution Amount until the Current Principal Amount 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: (a) An amount equal to the Class I-A Principal Distribution Amount will be distributed to the Class I-A Certificates until the Current Principal Amount of such Class is reduced to zero; (b) An amount equal to the Class II-A Principal Distribution Amount will be distributed first 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 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; (c) To the Class III-A Certificates, an amount equal to the Class III-A Principal Distribution Amount will be distributed on a pro rata basis until the Current Principal Amount of each such Class is reduced to zero; (d) To the Class IV-A Certificates, an amount equal to the Class IV-A Principal Distribution Amount will be distributed on a pro rata basis until the Current Principal Amount of each such Class is reduced to zero; 2. To the Class B-1 Certificates, from any remaining Principal Distribution Amount, the Class B-1 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 3. To the Class B-2 Certificates, from any remaining Principal Distribution Amount, the Class B-2 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 4. To the Class B-3 Certificates, from any remaining Principal Distribution Amount, the Class B-3 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 5. To the Class B-4 Certificates, from any remaining Principal Distribution Amount, the Class B-4 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 6. To the Class B-5 Certificates, from any remaining Principal Distribution Amount, the Class B-5 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 7. To the Class B-6 Certificates, from any remaining Principal Distribution Amount, the Class B-6 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; and 8. To the Class B-7 Certificates, from any remaining Principal Distribution Amount, the Class B-7 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero. Fourth, from any Excess Cashflow, first, to the Class I-A, Class II-A, Class III-A and Class IV-A Certificates, pro rata in accordance with the respective amounts owed to each such Class, (i) any Interest Carry-Forward Amount for each such Class to the extent not fully paid pursuant to subclauses Second 1 above and (ii) any Unpaid Realized Loss Amount for each such class, allocated to such Class from Mortgage Loans in the related Loan Group, for such Distribution Date and second, to the Certificate Insurer, any accrued and unpaid Reimbursement Amounts to the extent not paid in pursuant to priority Second 1(b); Fifth, 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; Sixth, 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; Seventh, 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; Eighth, from any remaining Excess Cashflow, the following amounts to the Class B-4 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, the following amounts to the Class B-5 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; Tenth, from any remaining Excess Cashflow, the following amounts to the Class B-6 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; Eleventh, from any remaining Excess Cashflow, the following amounts to the Class B-7 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; Twelfth, from any remaining Excess Cashflow, to the Class I-A, Class II-A, Class III-A and Class IV-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; Thirteenth, from any remaining Excess Cashflow, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, in that order, any Basis Risk Shortfall and any Basis Risk Shortfall Carry Forward Amount, in each case owed to such Class for such Distribution Date; Fourteenth, from any remaining Excess Cashflow, to the Class B-IO Certificates, the Class B-IO Distribution Amount for such Distribution Date; and Fifteenth, 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 IV to the holder of the Class 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 A and Class B Certificates shall be treated as paid outside of any 2006-AR3 REMIC and shall not be part of the entitlement of the REMIC IV Regular Interest the ownership of which is represented by such Class of Certificates receiving such payment. (xb) Notwithstanding the provisions of clauses Third (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 allocated among the other Certificate Groups, pro rata, based on the aggregate Current Certificate Balance of the Certificate Group, after giving effect to distributions in Third (A) and (B) above, and will be distributed among the Certificates in each Certificate Group in the manner set forth in Third (A) or (B) above, as applicable, until the Certificate Principal Balance of each such Class or Classes is reduced to zero. (c) On each Distribution Date, all amounts transferred from the Class XP Reserve Account representing Prepayment Charges in respect of Senior 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 over and shall not be available for distribution to the holders of any other Class of Certificates. (yd) The expenses and fees of the aggregateTrust shall be paid by each of the 2006-AR3 REMICs, to the extent that such expenses relate to the assets of each of such respective 2006-AR3 REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the 2006-AR3 REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in September 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, an amount equal to the Available Interest Funds and Principal Funds for such Distribution Date shall be distributed as follows: (A) On each withdrawn by the Trustee from the Distribution Date prior Account to the Cross-Over extent of funds on deposit therein and distributed for such Distribution Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificatespriority: FIRSTFirst, from Interest Funds, to pay any accrued and unpaid interest on the Group 1 Senior Certificates, Offered Certificates and the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; THIRD, sequentially, B-5 Certificates in the following order, order of priority: 1. to the each Class R-I, of 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 Class II-A Certificates, the Accrued Certificate Current Interest on such Class for such Distribution Date; SECOND, to the Class II-A Certificates, and then 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 Carry Forward Amount for each such Distribution Date to the extent of remaining Group 2 Available FundsClass, until pro rata, based on the Current Principal Interest and Interest Carry Forward Amount of the Group 2 Senior Certificates has been reduced due to zero.each such Class; (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 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) 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, Group 4 and Group 5 Available Funds after the distributions in (A), (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, B-4 and Class B-5 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread to the extent necessary to meet a level of overcollateralization 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 Fourteenth below. Second, to pay as principal on the Class A Certificates and Class B-6 B Certificates, in each case up to an amount equal to and in the following order: order of priority: (aA) For each Distribution Date (i) prior to the Accrued Certificate Interest thereon Stepdown Date or (ii) on which a Trigger Event is in effect, from the Principal Distribution Amount 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 : 5. to each case, to the extent Class of remaining Available Funds. (G) On each Distribution Date prior to the Cross-Over Date, but after the reduction of Class A Certificates on a pro rata basis until the Current Principal Amount of the Group 1, Group 2, Group 3, Group 4 or Group 5 Senior Certificates each such Class is reduced to zero, ; 6. to 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 B-1 Certificates, 100% of any remaining Principal Distribution Amount until the Principal Prepayments on any Mortgage Loan in the Loan Group 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 (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 thereof is reduced to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable zero; 7. to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of B-2 Certificates, any remaining Principal Distribution Amount until the Current Principal Amounts thereofAmount thereof is reduced to zero; 8. to the Class B-3 Certificates, any remaining Principal Distribution Amount until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates thereof is an amount equal reduced to zero; 9. to the aggregate Scheduled Class B-4 Certificates, any remaining Principal Balance of Distribution Amount until the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable Current Principal Amount thereof is reduced to zero; and 10. to the Subordinate Certificates on such Class B-5 Certificates, any remaining Principal Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to Amount until 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 aggregateAmount 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 September 2001December 2004, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. On the first Distribution Date, an amount equal to the Deposit Amount shall be distributed to the Residual Certificates, pro rata, in reduction of their Current Principal Amounts, until their respective Current Principal Amounts are reduced to zero. On the first Distribution Date, the Paying Agent will, prior to the distribution of Available Funds to any Certificate, distribute the First Distribution Date Distribution Amount to the Class X Certificates, pro rata. (iA) On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each or on the first Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds remaining following the distribution of the First Distribution Date Distribution Amount to the Class X Certificates) will be distributed in to the following order of priority among Senior Certificates (other than the Group 1 Senior Residual Certificates) as follows: FIRSTfirst, to the Group 1 Senior Certificates (other than the Residual Certificates), the Accrued Certificate Interest on each such Class for such Distribution Date; SECOND, to pro rata, based on the Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous owed to each such Class; provided, however, that the amount of Accrued Certificate Interest paid to the Class X Certificates will be reduced by the aggregate amount of any Carryover Shortfall Amounts on the Class A-1A, Class A-1B, Class M, Class B-1, Class B-2 and Class B-3 Certificates, in each case for that Distribution DatesDate, which will be deposited into the Carryover Shortfall Reserve Fund. In addition, Accrued Certificate Interest on such Class A-1A, Class A-1B and Class X Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls will be allocated among such Class A-1A, Class A-1B and Class X Certificates in accordance with the provisions of Section 6.02(g); second, to the extent of remaining Group 1 Available Funds; THIRD, sequentially, in the following order, to the Senior Certificates (other than the Residual Certificates), the Accrued Certificate Interest thereon pursuant to clause first remaining undistributed from previous Distribution Dates (other than, with respect to the Class R-IX Certificates, any amounts pursuant to clause first deposited into the Carryover Shortfall Reserve Fund), pro rata, based on the undistributed Accrued Certificate Interest owed to each such Class; and third, to the extent of remaining Available Funds, pro rata to the Class R-II A-1A and Class I-A A-1B Certificates, in reduction of the respective Current Principal Amounts thereof, the Group 1 remaining Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available FundsDate, until the respective Current Principal Amounts thereof have of each such Class 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 Class II-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class II-A 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 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 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) Except as provided in (G) and (H) below, on each Distribution Date or prior to the Cross-Over Date, an amount equal to any the sum of the remaining Group 1, Group 2, Group 3, Group 4 and Group 5 Available Funds after the distributions in (A)) 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)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 Available Funds. (C)) On each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of the remaining Available Funds after the distributions in (DA) and (EB) 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. (Gb) If, after distributions have been made pursuant to priorities first and second of clause (A) above on any Distribution Date, the remaining Available Funds are less than the Senior Optimal Principal Amount, then such amount shall be reduced, and such remaining funds will be distributed to the Senior Certificates (other than the Interest Only Certificates and the Residual Certificates) on the basis of such reduced amount. (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 prior Date, any Available Funds remaining after payment of interest and principal to the CrossClasses of Certificates entitled thereto, as described above, will be distributed to the Class R-Over II Certificates. (e) On each Distribution Date, but any amounts in the Carryover Shortfall Reserve Fund will be distributed, in the following order, first to the Class A-1A and Class A-1B Certificates, pro rata, based on Accrued Certificate Interest on each such Class, and then sequentially to the Class M, Class B-1, Class B-2 and Class B-3 Certificates, in each case up to an amount equal to any Carryover Shortfall Amounts with respect to such Class of Certificates. (f) No Accrued Certificate Interest will be payable with respect to any Class or Classes of Certificates after the reduction of Distribution Date on which the Current Principal Amount or Notional Amount, as the case may be, of the Group 1, Group 2, Group 3, Group 4 such Certificate or Group 5 Senior Certificates has been reduced 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 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 (G) will not be made. (Hi) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Available Funds for the Senior Certificates would be greater are less than the aggregate Scheduled Principal Balance 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 on the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to Loans, the Net Interest Shortfalls will be made on such Distribution Date, (i) 100% of amounts otherwise allocable allocated first to the Subordinate Class X 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 extent of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to on the Subordinate Certificates on such related Distribution Date to such Certificates), and thereafter will be reduced, if necessary, and distributed to such allocated among the holders of each Class or Classes of Senior Certificates (other than the Interest Only Certificates and the Residual Certificates) in an amount equal proportion to the respective amounts of Accrued Certificate Interest for such Distribution Date that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses on the excess Mortgage Loans for such Distribution Date. In addition, the amount of any Interest Shortfalls with respect to the Mortgage Loans that are covered by subordination will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the Classes entitled to such amounts on subsequent Distribution Dates, to the extent of Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Any Interest Shortfalls will not be offset by a reduction in the servicing compensation of the Master Servicer, the Servicers or otherwise, except to the extent of applicable Compensating Interest Payments. (xh) The expenses and fees of the aggregate Current Principal Balance Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such Class or Classes respective REMICs, and all other expenses and fees of Senior Certificates over (y) the aggregateTrust 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 September 20012002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date on or prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in to the following order of priority among the Group 1 Senior CertificatesCertificates as follows: FIRST, pro rata, to the Group 1 Senior Certificates, the Accrued Certificate Interest on such Class Classes for such Distribution Date; provided, however, that the amount of Accrued Certificate Interest paid to the Class X Certificates will be reduced by the aggregate amount of any Carryover Shortfall Amounts on the Class A-1, Class A-2, Class B-1, Class B-2 and Class B-3 Certificates for that Distribution Date, which will be deposited into the Carryover Shortfall Reserve Fund; SECOND, pro rata, to the Group 1 Senior Certificates, any the Accrued Certificate Interest thereon pursuant to clause FIRST remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; THIRD, sequentially, in the following order, to the Class R-I, I and Class R-II and Class I-A A-1 Certificates, in reduction of the Current Principal Amounts Amount 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 Amounts thereof have Amount of such Class 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 Class II-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class II-A 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 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 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) Except as provided in (G) and (H) below, on each Distribution Date or prior to the Cross-Over Date, an amount equal to any the remaining Group 1, Group 2, Group 3, Group 4 and Group 5 Available Funds after the distributions in (A)) above will be distributed to the Class A-2 Certificates, up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (B)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; (C)) On each Distribution Date on or prior to the Cross-Over Date, an amount equal to the remaining Available Funds after the distributions in (DA) and (EB) 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; (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clause (A) 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 (other than the Class X Certificates) on the basis of such reduced amount. (Gc) 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 prior Date, any Available Funds remaining after payment of interest and principal to the CrossClasses of Certificates entitled thereto, as described above, will be distributed to the Class R-Over 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 (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-II Certificates. It is not anticipated that there will be any significant amounts remaining for such distribution. (e) On each Distribution Date, but any amounts in the Carryover Shortfall Reserve Fund will be distributed sequentially, in the following order, to the Class A-1, Class A-2, Class B-1, Class B-2 and Class B-3 Certificates, in each case up to an amount equal to any Carryover Shortfall Amounts with respect to such Class of Certificates. (f) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the reduction of Distribution Date on which the Current Principal Amount of the Group 1, Group 2, Group 3, Group 4 or Group 5 Senior Certificates such Certificate has been reduced 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 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 (G) will not be made. (Hg) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Available Funds for the Senior Certificates would be greater is less than the aggregate Scheduled Principal Balance of Accrued Certificate Interest on the Mortgage Loans in its related Loan Group and any Subordinate Senior Certificates are still outstanding in each case after giving effect to distributions to be made on for such Distribution DateDate prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal shortfall will be distributed to such allocated among the holders of each 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 proportion to the aggregate Scheduled Principal Balance respective amounts of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to that would have been allocated thereto in the Subordinate Certificates on absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date Date. In addition, the amount of any interest shortfalls will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the constitute unpaid Accrued Certificate Interest for and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Date on Dates, to the excess 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. (xh) The expenses and fees of the aggregate Current Principal Balance Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such Class or Classes respective REMICs, and all other expenses and fees of Senior Certificates over (y) the aggregateTrust 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 On each Distribution Date, commencing the Securities Administrator will withdraw funds on deposit in September 2001, in an aggregate amount equal the Distribution Account and make distributions to the sum Certificateholders in the following order of the Available Funds for such Distribution Date.priority: (i) On each Distribution Date, the Available Funds shall Interest Remittance Amount for such Distribution Date will be distributed paid in the following order of priority: (A) to the Supplemental Interest Trust, any Net Swap Payment and any Swap Termination Payment owed to the Swap Provider (unless the Swap Provider is the sole Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement) and to the extent not paid by the Securities Administrator from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Supplemental Interest Trust Trustee); (B) concurrently, to the Senior Certificates, pro rata based on the entitlement of each such Class, Current Interest and any Carryforward Interest for each such Class and such Distribution Date; (C) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and Distribution Date; (D) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and Distribution Date; (E) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and Distribution Date; (F) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and Distribution Date; (G) to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and Distribution Date; (H) to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and Distribution Date; (I) to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and Distribution Date; and (J) for application as part of Monthly Excess Cashflow for such Distribution Date, any Interest Remittance Amount remaining after application pursuant to clauses (A) through (I) above (such amount, “Monthly Excess Interest”) for such Distribution Date. (ii) The Principal Payment Amount will be paid on each Distribution Date as follows: A. On each Distribution Date (x) prior to the Stepdown Date or (y) with respect to which a Trigger Event is in effect, the Principal Payment Amount will be paid in the following order of priority: (i) to the Supplemental Interest Trust, any Net Swap Payment and any Swap Termination Payment owed to the Swap Provider (unless the Swap Provider is the sole Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement and to the extent not paid by the Securities Administrator from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Supplemental Interest Trust Trustee)) to the extent not paid from the Interest Remittance Amount on such Distribution Date; (ii) concurrently, to the Senior Certificates as follows: (A1) to the Class A-1A Certificates and Class A-1B Certificates, the Class A-1 Allocation Percentage of the Principal Payment Amount remaining after distribution to the Supplemental Interest Trust pursuant to clause (i) above, on a pro rata basis, based on their respective Certificate Principal Balances, until the Certificate Principal Balance of each such Class has been reduced to zero; and (2) the Senior Sequential Allocation Percentage of the Principal Payment Amount remaining after distributions to the Supplemental Interest Trust pursuant to clause (i) above, in the following order of priority: (a) to the Class A-2 Certificates, until its Certificate Principal Balance has been reduced to zero; (b) to the Class A-3 Certificates, until its Certificate Principal Balance has been reduced to zero; and (c) concurrently, to the Class A-4A Certificates and the Class A-4B Certificates, on a pro rata basis, based on their respective Certificate Principal Balances, until the Certificate Principal Balance of each such Class has been reduced to zero; (iii) to the Class M-1 Certificates, until its Certificate Principal Balance is reduced to zero; (iv) to the Class M-2 Certificates, until its Certificate Principal Balance is reduced to zero; (v) to the Class M-3 Certificates, until its Certificate Principal Balance is reduced to zero; (vi) to the Class M-4 Certificates, until its Certificate Principal Balance is reduced to zero; (vii) to the Class M-5 Certificates, until its Certificate Principal Balance is reduced to zero; (viii) to the Class M-6 Certificates, until its Certificate Principal Balance is reduced to zero; (ix) to the Class M-7 Certificates, until its Certificate Principal Balance is reduced to zero; and (x) for application as part of Monthly Excess Cashflow for such Distribution Date pursuant to subclause (iii) below, any such Principal Payment Amount remaining after application pursuant to clauses A(i) through (ix) above. B. On each Distribution Date (x) on or after the Stepdown Date and (y) with respect to which a Trigger Event is not in effect, the Principal Payment Amount will be paid in the following order of priority: (i) to the Supplemental Interest Trust, any Net Swap Payment and any Swap Termination Payment owed to the Swap Provider (unless the Swap Provider is the sole Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement and to the extent not paid by the Securities Administrator from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Supplemental Interest Trust Trustee)) remaining unpaid after the distribution of the Interest Remittance Amount on such Distribution Date; (ii) concurrently, to the Senior Certificates, the Senior Principal Payment Amount, as follows: (1) to the Class A-1A Certificates and Class A-1B Certificates, the Class A-1 Allocation Percentage of the Senior Principal Payment Amount, on a pro rata basis, based on their respective Certificate Principal Balances, until the Certificate Principal Balance of each such Class has been reduced to zero; and (2) the Senior Sequential Allocation Percentage of the Senior Principal Payment Amount, in the following order of priority: (a) to the Class A-2 Certificates, until its Certificate Principal Balance has been reduced to zero; (b) to the Class A-3 Certificates, until its Certificate Principal Balance has been reduced to zero; and (c) concurrently, to the Class A-4A Certificates and the Class A-4B Certificates, on a pro rata basis, based on their respective Certificate Principal Balances, until the Certificate Principal Balance of each such Class has been reduced to zero; (iii) to the Class M-1 Certificates, the Class M-1 Principal Payment Amount for such Distribution Date, until its Certificate Principal Balance is reduced to zero; (iv) to the Class M-2 Certificates, the Class M-2 Principal Payment Amount for such Distribution Date, until its Certificate Principal Balance is reduced to zero; (v) to the Class M-3 Certificates, the Class M-3 Principal Payment Amount for such Distribution Date, until its Certificate Principal Balance is reduced to zero; (vi) to the Class M-4 Certificates, the Class M-4 Principal Payment Amount for such Distribution Date, until its Certificate Principal Balance is reduced to zero; (vii) to the Class M-5 Certificates, the Class M-5 Principal Payment Amount for such Distribution Date, until its Certificate Principal Balance is reduced to zero; (viii) to the Class M-6 Certificates, the Class M-6 Principal Payment Amount for such Distribution Date, until its Certificate Principal Balance is reduced to zero; (ix) to the Class M-7 Certificates, the Class M-7 Principal Payment Amount for such Distribution Date, until its Certificate Principal Balance is reduced to zero; and (x) for application as part of Monthly Excess Cashflow for such Distribution Date pursuant to clause (iii) below, any such Principal Payment Amount remaining after application pursuant to clauses B(i) through (ix) above. Notwithstanding the priority of distributions described above with respect to the Senior Certificates, on any Distribution Date which occurs after the Certificate Principal Balances of the Mezzanine Certificates have been reduced to zero distributions in respect of principal to the Senior Certificates will be made on a pro rata basis, based on the Certificate Principal Balance of each such Class, until the Certificate Principal Balance of each such Class has been reduced to zero. (iii) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds Monthly Excess Cashflow will be distributed in the following order of priority among priority: (A) (i) until the Group 1 aggregate Certificate Principal Balance of the Senior Certificates: FIRST, to Certificates and Mezzanine Certificates equals the Group 1 Senior Certificates, Aggregate Loan Balance for such Distribution Date minus the Accrued Certificate Interest on such Class Targeted Overcollateralization Amount for such Distribution Date; SECOND, on each Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period to the Group 1 Senior Certificatesextent received or advanced, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Datesunscheduled collections of principal received during the related Prepayment Period and after reduction for Realized Losses on the Mortgage Loans incurred during the related Due Period) (x) prior to the Stepdown Date or (y) with respect to which a Trigger Event is in effect, to the extent of remaining Group 1 Available Funds; THIRDMonthly Excess Interest for such Distribution Date, sequentiallyto the Senior Certificates and Mezzanine Certificates, in the following orderorder of priority: (1) Concurrently, to the Senior Certificates as follows: (a) to the Class R-I, Class R-II A-1A Certificates and Class I-A A-1B Certificates, in reduction the Class A-1 Allocation Percentage of the Current Monthly Excess Cashflow, on a pro rata basis, based on their respective Certificate Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available FundsBalances, until the Current Certificate Principal Amounts thereof have Balance of each such Class has been reduced to zero; and (b) the Senior Sequential Allocation Percentage of the Monthly Excess Cashflow, in the following order of priority: (I) to the Class A-2 Certificates, until its Certificate Principal Balance has been reduced to zero; (BII) 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 Class II-A A-3 Certificates, the Accrued until its Certificate Interest on such Class for such Distribution Date; SECOND, to the Class II-A 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 the Group 2 Senior Certificates Balance has been reduced to zero.; and (CIII) 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: FIRSTconcurrently, to the Class III-A A-4A Certificates and the Class A-4B Certificates, the Accrued on a pro rata basis, based on their respective 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 FundsBalances, until the Current Certificate Principal Amount Balance of the each such Class III-A Certificates has been reduced to zero.; (D2) On each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed to To the Class IV-A Certificates as follows: FIRST, to the Class IV-A M-1 Certificates, the Accrued until its 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 Balance is reduced to zero.; (E3) On each Distribution Date prior to the Cross-Over Date, the Group 5 Available Funds will be distributed to To the Class V-A Certificates as follows: FIRST, to the Class V-A M-2 Certificates, the Accrued until its 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 Balance is reduced to zero.; (F4) 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, Group 4 and Group 5 Available Funds after the distributions in (A), (B), (C), (D) and (E) above will be distributed sequentially, in the following order, to To the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 M-3 Certificates, in each case up until its Certificate Principal Balance is reduced 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.zero; (G5) On each Distribution Date prior to To the Cross-Over DateClass M-4 Certificates, but after the reduction of the Current until its Certificate Principal Amount of the Group 1, Group 2, Group 3, Group 4 or Group 5 Senior Certificates Balance is reduced to zero, ; and (6) To 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 M-5 Certificates, 100% of the until its Certificate Principal Prepayments on any Mortgage Loan in the Loan Group relating Balance is reduced 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 (G) will not be made.zero; (H7) If on any Distribution Date on which To the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled M-6 Certificates, until its Certificate Principal Balance of is reduced to zero; and (8) To 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 Amounts thereofM-7 Certificates, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled its Certificate Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable is reduced 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 aggregatezero;

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in September 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed July 1999 as follows: (Ai) On each Distribution Date prior to the Cross-Over Date, the Group 1 1A Available Funds will be distributed in the following order of priority among the Group 1 1A Senior Certificates: FIRST, to the Group 1 1A Senior Certificates, on a PRO RATA basis, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group 1 1A 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 1A Available Funds; THIRD, sequentially, in the following order, to the Class R-I, Class R-II and Class I-A Certificates, Group ▇▇ ▇▇▇▇▇▇ ▇&▇ Certificates in reduction of the Current Principal Amounts thereof, the Group 1 1A Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 1A Available Funds, in the following order of priority: first, to the Class R Certificates, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero; and second, to the Class A-1 and Class A-2 Certificates, in that order, in each case until the Current Principal Amount of such Class has been reduced to zero; (Bii) On each Distribution Date prior to the Cross-Over Date, the Group 2 1B Available Funds will be distributed to in the following order of priority among the Group 2 1B Senior Certificates as followsCertificates: FIRST, to the Class II-A Group 1B Senior Certificates, on a PRO RATA basis, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class II-A Group 1B 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 1B Available Funds; THIRD, to the Class II-A CertificatesGroup 1B Senior P&I Certificates in reduction of the Current Principal Amounts thereof, the Group 2 1B Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 1B Available Funds, in the following order of priority: first, to the Class A-3 Certificates, until the Current Principal Amount of the Group 2 Senior Certificates such Class 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; second, to the Class III-A Certificates, the Accrued Certificate Interest A-4 and Class A-7 Certificates 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 Fundsa PRO RATA basis, until the Current Principal Amount Amounts of the Class III-A Certificates has such Classes have 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; and third, to the Class IV-A Certificates, the Accrued Certificate Interest A-5 and Class A-6 Certificates 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 Fundsa PRO RATA basis, until the Current Principal Amount Amounts of the Class IV-A Certificates has such Classes have been reduced to zero.; (Eiii) 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) 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, Group 4 1A and Group 5 1B Available Funds after the distributions in (A), (B), (C), (Di) and (Eii) above will be distributed as follows, in each case, to the extent of remaining Group 1A and Group 1B Available Funds: FIRST, the PO Principal Distribution Amount to the Class P Certificates, until the Current Principal Amount of such class has been reduced to zero; SECOND, the PO Deferred Amount for such Distribution Date, to the Class P Certificates, provided, that (i) on any Distribution Date, distributions pursuant to this priority SECOND shall not exceed the excess, if any, of (x) the Group 1A and Group 1B Available Funds remaining after giving effect to distributions pursuant to clauses FIRST through THIRD of clauses (i) and (ii) 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 P Certificate and (iii) no distribution will be made in respect of the PO Deferred Amount on or after the Cross-Over Date; and THIRD, 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 Available Funds. (Gb) On each Distribution Date prior to the occurrence of the Cross-Over Date, Date but after the reduction of the Current Principal Amount Amounts of either the Group 1, Group 2, Group 3, Group 4 1A or Group 5 1B Senior P&I Certificates to zero, the remaining Class or Classes group of Senior P&I 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 Certificatesthe applicable priority set forth above, 100% of the Non PO Percentage of the Principal Prepayments Prepayment on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior P&I Certificates; PROVIDEDprovided, HOWEVERhowever, that (i) if the weighted average Subordinate Percentage equals or exceeds 4.00% on one such Distribution Date the aggregate Current Principal Amount of the Subordinate Certificates divided by the Scheduled Principal Balance of the Mortgage Loans is greater than or equal to two times such fraction calculated as of the Closing Date, then and (ii) the additional allocation average outstanding principal balance of the Mortgage Loans delinquent 60 days or more over the last six months, as a percentage of the aggregate Current Principal Prepayments Amount of the Subordinate Certificates, is less than 50%, no such diversion of amounts of principal prepayments otherwise due to the Senior Subordinate Certificates in accordance with this clause (Ga)(iii) above will not be required to be made. (H) If . In addition, if on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes group of Senior P&I Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the other Loan Group will be distributed to such group of Senior P&I Certificates in reduction of the Current Principal Amounts thereof in the applicable priority set forth above, until the aggregate Current Principal Amount of such group of Senior P&I Certificates is an amount equals to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group (other than the PO portion of the Discount Mortgage Loans) and any Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts the Principal Prepayments otherwise allocable to the Subordinate Certificates on the Mortgage Loans in respect of principal the other Loan Group will be distributed to such Class or Classes group of Senior P&I Certificates in reduction of the Current Principal Amounts thereofthereof in the applicable priority set forth above, until the aggregate Current Principal Amount of such Class or Classes group of Senior P&I Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and Group (iiother than the PO portion of the Discount Mortgage Loans). (c) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such On each Distribution Date on or after the Cross-Over Date, all priorities relating to distributions as described above in respect of principal among the Group 1A and Group 1B Senior Certificates (other than the Class P Certificates) will be reduced, if necessary, disregarded and distributed to such Class or Classes of Senior Certificates in an amount equal to the PO Percentage of the principal portion of scheduled or unscheduled payments received or advanced in respect of Discount Mortgage Loans will be distributed to the Class P Certificates, and following distributions of interest pursuant to priorities FIRST and SECOND above of clauses (a)(i) and (ii) above, the Group 1A and Group 1B Senior Optimal Principal Amount will be distributed to the Group 1A and Group 1B Senior P&I Certificates remaining pro rata, regardless of the allocation, or sequential nature, of principal payments described in priority THIRD of clauses (a)(i) and (ii) above, based upon the then Current Principal Amounts of such Group 1A and Group 1B Senior Certificates. (d) If, after distributions have been made pursuant to priorities FIRST and SECOND under Section 6.01(a)(i) above on any Distribution Date, the remaining Group 1A and Group 1B Available Funds are less than the sum of the Group 1A Senior Optimal Principal Amount, Group 1B Senior Optimal Principal Amount and the PO Principal Distribution Amount for such Distribution Date, such amounts shall be proportionately reduced, and such remaining Group 1A and Group 1B Available Funds will be distributed on the Group ▇▇ ▇▇▇▇▇▇ ▇&▇ Certificates, Group 1B Senior P&I Certificates and Class P Certificates on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class P Certificates pursuant to this paragraph, the principal balance of the Class P Certificates shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class P Certificates in accordance with priority FIRST under Section 6.01(a)(iii) above and (ii) principal actually distributed to the Class P Certificates after giving effect to this paragraph (such difference, the "PO Cash Shortfall"). (e) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (f) On each Distribution Date, any Group 1A or Group 1B Available Funds remaining after payment of interest and principal as described above will be distributed to the Class R Certificates. (g) 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. (h) 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 excess 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. (i) On each Distribution Date prior to the Cross-Over Date, distributions in reduction of the Current Principal Amounts of any Lottery Certificates will be made in accordance with the provisions of Section 6.05. With respect to any Class of Lottery Certificates, upon the earlier of the Cross-Over Date and the next Distribution Date after the Distribution Date on which the Current Principal Amount of such Class of Lottery Certificates has been reduced to zero, (x) to the aggregate Current Principal Balance extent the balance of funds remaining in the related Rounding Account is less than $999.99, the balance in such Rounding Account shall be restored to $999.99 (or, if less, the sum of such Class or remaining balance and the amount so distributable) from Group 1B Available Funds otherwise available for distribution on all outstanding Classes of Senior Certificates over and (y) such Rounding Account shall be cleared and terminated, and the aggregateamounts therein shall be distributed to the Class R Certificates on such date (which distribution shall not reduce the Current Principal Amount thereof). (ii) As provided in Section 6.05(f), notwithstanding any provisions herein to the contrary, on the Cross-Over Date and on each subsequent Distribution Date, distributions in reduction of the Current Principal Amounts of any Class of Lottery Certificates shall be made on a pro rata basis among the outstanding Certificates of the respective Class, based on the Percentage Interest in each such Class represented by each Certificate. The Master Servicer shall notify the Trustee and the Trustee shall notify the Depository prior to the first Distribution Date on which any Cross-Over Date occurs. On the Cross-Over Date and on each subsequent Distribution Date, the Trustee shall not, and the Depository is not authorized to, make distributions or payments in respect of any Class of Lottery Certificates in accordance with any Principal Distribution Request or by Random Lot. (j) The expenses and fees of the Trust shall be paid by the REMIC, to the extent that such expenses relate to the assets of the REMIC.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Class R Certificates) of each Certificate Group will be distributed monthly on each Distribution Date, commencing in September 2001August 2004, in an aggregate amount equal to the sum of the Available Funds for the related Loan Group on deposit in the Distribution Account for such Distribution Date. (i) . In addition, on the Distribution Date occurring in August 2004, the Class R Deposit will be distributed to the Holder of the Class R Certificates in reduction of the Current Principal Amount thereof. On each Distribution Date, the Available Funds for each Loan Group on deposit in the Distribution Account shall be distributed as follows: (A) On on each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds for Loan Group I will be distributed in the following order of priority among to the Group 1 Senior CertificatesI Certificates as follows: FIRSTfirst, to the Class I-A-1 Certificates and Class I-A-2 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date, pro rata, based on the Accrued Certificate Interest owed to each such Class; second, to the Class I-A-1 Certificates and Class I-A-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, pro rata, based on the Accrued Certificate Interest owed to each such Class, to the extent of remaining Available Funds for Loan Group 1 I; and third, to the Class I-A-1 Certificates and Class I-A-2 Certificates, in reduction of the Current Principal Amount thereof, the Senior Optimal Principal Amount with respect to the Group I Certificates for such Distribution Date, pro rata, based on their respective Current Principal Amounts, to the extent of remaining Available Funds for Loan Group I, until the Current Principal Amount of each such Class has been reduced to zero. (B) on each Distribution Date, the Available Funds for Loan Group II will be distributed to the Group II Certificates as follows: first, to the Class II-A-1 Certificates and Class II-A-2 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date, pro rata, based on the Accrued Certificate Interest owed to each such Class; second, to the Class II-A-1 Certificates and Class II-A-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, pro rata, based on the Accrued Certificate Interest owed to each such Class, to the extent of remaining Available Funds for Loan Group II; and third, to the Class II-A-1 Certificates and Class II-A-2 Certificates, in reduction of the Current Principal Amount thereof, the Senior Optimal Principal Amount with respect to the Group II Certificates for such Distribution Date, pro rata, based on their respective Current Principal Amounts, to the extent of remaining Available Funds for Loan Group II, until the Current Principal Amount of each such Class has been reduced to zero. (C) on each Distribution Date, the Available Funds for Loan Group III will be distributed to the Group III Certificates as follows: first, to the Class III-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECONDsecond, to the Group 1 Senior Class III-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds for Loan Group 1 Available FundsIII; THIRD, sequentially, in the following orderand third, to the Class RIII-I, Class R-II and Class I-A A-1 Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 1 Senior Optimal Principal Amount with respect to the Class III-A-1 Certificates for such Distribution Date Date, to the extent of remaining Available Funds for Loan Group 1 Available FundsIII, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (BD) On on each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds for Loan Group IV will be distributed to the Group 2 Senior IV Certificates as follows: FIRSTfirst, to the Class IIIV-A A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECONDsecond, to the Class IIIV-A A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds for Loan Group 2 Available FundsIV; THIRDand third, to the Class IIIV-A A-1 Certificates, in reduction of the Group 2 Current Principal Amount thereof, the Senior Optimal Principal Amount with respect to the Class IV-A-1 Certificates for such Distribution Date Date, to the extent of remaining Available Funds for Loan Group 2 Available FundsIV, until the Current Principal Amount of the Group 2 Senior Certificates such Class has been reduced to zero. (CE) On on each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds for Loan Group V will be distributed to the Group 3 Senior V Certificates as follows: FIRSTfirst, to the Class IIIV-A A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECONDsecond, to the Class IIIV-A A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds for Loan Group 3 Available FundsV; THIRDand third, to the Class IIIV-A A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Senior Optimal Principal Amount with respect to the Class V-A-1 Certificates for such Distribution Date Date, to the extent of remaining Available Funds for Loan Group 3 Available FundsV, until the Current Principal Amount of the such Class III-A Certificates has been reduced to zero. (DF) On on each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds for Loan Group VI will be distributed to the Class IV-A Group VI Certificates as follows: FIRSTfirst, to the Class IVVI-A A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECONDsecond, to the Class IVVI-A A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds for Loan Group 4 Available FundsVI; THIRDand third, to the Class IVVI-A A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Senior Optimal Principal Amount with respect to the Class VI-A-1 Certificates for such Distribution Date Date, to the extent of remaining Available Funds for Loan Group 4 Available FundsVI, until the Current Principal Amount of the such Class IV-A Certificates has been reduced to zero. (EG) On on each Distribution Date prior to the Cross-Over Date, the Group 5 Available Funds for Loan Group VII will be distributed to the Class V-A Group VII Certificates as follows: FIRSTfirst, to the Class VVII-A A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECONDsecond, to the Class VVII-A A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds for Loan Group 5 Available FundsVII; THIRDand third, to the Class VVII-A A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 5 Senior Optimal Principal Amount with respect to the Class VII-A-1 Certificates for such Distribution Date Date, to the extent of remaining Available Funds for Loan Group 5 Available FundsVII, until the Current Principal Amount of the such Class V-A Certificates has been reduced to zero. (FH) Except as provided in clauses (GI) and (HJ) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1, Group 2, Group 3, Group 4 and Group 5 Available Funds for all Loan Groups after the distributions in clauses (A), ) through (B), (C), (D) and (EG) 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 Available FundsFunds for all Loan Groups. (GI) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the aggregate Current Principal Amount of all of the classes of any of the Group 1I, Group 2II, Group 3III, Group 4 IV, Group V, Group VI or Group 5 Senior VII Certificates to zero, the remaining Class or Classes of Senior Certificates Certificate Groups will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their aggregate Current Principal Amounts Amount of the Senior Certificates in each Certificate Group 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 or Loan Groups relating to any fully paid Certificate Group. Such amounts allocated to Senior Certificates shall be treated as part of the Available Funds for the related Loan Group and distributed as part of the related Senior Optimal Distribution Amount in accordance with priority third in clauses (A) through (G) above, as applicable, in reduction of the Current Principal Amounts thereof. Notwithstanding the foregoing, if (i) 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 (ii) 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 Certificates in accordance with this clause (I) will not be made and 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 the weighted average Subordinate Percentage equals paid Certificate Group or exceeds 4.00% on such Distribution Date, then the additional allocation of Principal Prepayments Certificate Groups will be allocated to the Senior Certificates in accordance with this clause (G) will not be madeSubordinate Certificates. (HJ) If For any Undercollateralized Certificate Group on any Distribution Date on which prior to 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 Cross-Over Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of the Senior Certificates of such Undercollateralized Certificate Group on a pro rata basis in accordance with their respective Current Principal Amounts 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 the related Loan Group, Group and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, reduced and distributed to such Class or Classes Senior Certificates, to the extent of any amount due and unpaid on such Senior Certificates Certificates, in an amount equal to one month's interest at a rate equal to the Accrued Certificate Interest related Pass-Through Rate for such Distribution Date on the excess related Undercollateralized Amount. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Class B Certificates numerical designations, commencing with the Class B-6 Certificates. If there exists more than one Undercollateralized Certificate Group on a Distribution Date, amounts distributable to such Undercollateralized Certificate Groups pursuant to this clause will be allocated between such Undercollateralized Certificate Groups, pro rata, based upon their respective Undercollateralized Amounts. (xK) If, after distributions have been made pursuant to priorities first and second of clauses (A) through (G) above on any Distribution Date, the aggregate remaining Available Funds for any Loan Group is less than the Senior Optimal Principal Amount for that Loan Group, the Senior Optimal Principal Amount for such Loan Group shall be reduced by that amount, and the remaining Available Funds for such Loan Group will be distributed as principal among the related Classes of Senior Certificates on a pro rata basis in accordance with their respective Current Principal Balance Amounts. (L) On each Distribution Date, any Available Funds remaining after payment of such interest and principal to the Classes of Certificates entitled thereto, will be distributed to the Class R Certificates; provided that if on any Distribution Date there are any Available Funds for any Loan Group 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 over have been paid in full, before any Available Funds are distributed in accordance with this clause to the Class R Certificates. (yb) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the aggregateDistribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (c) 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 to the holders of the Class of Senior Certificates in such Certificate Group on a pro rata basis in accordance with the amount of Accrued Certificate Interest for that Distribution Date absent such shortfalls. 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. (d) The expenses and fees of the Trust shall be paid by each of the 2004-9 REMICs, to the extent that such expenses relate to the assets of each of such respective 2004-9 REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the 2004-9 REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in September 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, an 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) 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 prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order Class of priority among the Group 1 Senior Certificates: FIRST, to the Group 1 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; 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 Class II-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class II-A 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, a pro rata basis until the Current Principal Amount of the Group 2 Senior Certificates has been each such Class is 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, 2. to the Class IIII-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class III-A B-1 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 I Principal Distribution 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 thereof is reduced to zero.; (D) On each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed 3. to the Class IVI-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 B-2 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 I Principal Distribution 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 thereof is reduced to zero.; (E) On each Distribution Date prior to the Cross-Over Date, the Group 5 Available Funds will be distributed 4. to the Class VI-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 B-3 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 I Principal Distribution 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 thereof is reduced to zero.; (F) Except as provided in (G) and (H) below, on each Distribution Date prior 5. to the CrossClass I-Over DateB-4 Certificates, an amount equal to any remaining Group 1, Group 2, Group 3, Group 4 and Group 5 Available Funds after the distributions in (A), (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 I Principal 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. (G) On each Distribution Date prior to the Cross-Over Date, but after the reduction of Amount until the Current Principal Amount of the Group 1, Group 2, Group 3, Group 4 or Group 5 Senior Certificates thereof is reduced 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 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 (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 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;

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on On each Distribution Date, commencing the Securities Administrator shall withdraw the Interest Remittance Amount from funds then on deposit in September 2001the Distribution Account for such Distribution Date and make the following distributions in the order of priority set forth below: (i) concurrently, in an aggregate amount equal to the sum Senior Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ii) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (iii) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (iv) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (v) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vi) to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vii) to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) to the Class B-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) to the Class B-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xiii) for application as part of the Available Funds Monthly Excess Cashflow for such Distribution Date, as provided in Section 5.06(d), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xii) above for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed as follows: (Ab) On each Distribution Date (1) prior to the Cross-Over DateStepdown Date or (2) with respect to which a Trigger Event is in effect, the Group 1 Available Funds will be distributed Securities Administrator shall withdraw the Principal Payment Amount from funds then on deposit in the Distribution Account for such Distribution Date and distribute the Principal Payment Amount for such date in the following order of priority among the Group 1 Senior Certificates: FIRST, to the Group 1 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; THIRD, sequentially, in the following orderpriority: (i) concurrently, to the Class R-IA-1, Class R-II A-2 and Class I-A A-3 Certificates, in reduction of the Current pro rata based on their respective Certificate Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available FundsBalances, until the Current Certificate Principal Amounts thereof have Balance of each such Class has been reduced to zero; provided, however, that the pro rata allocation to the Class A-2 Certificates pursuant to this clause shall be distributed first, to the Class A-1 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero, and second, to the Class A-2 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (Bii) 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 Class II-A M-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class II-A 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 Certificate Principal Amount Balance of the Group 2 Senior Certificates such Class has been reduced to zero.; (Ciii) 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 III-A M-2 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 Certificate Principal Amount Balance of the such Class III-A Certificates has been reduced to zero.; (Div) 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 M-3 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 Certificate Principal Amount Balance of the such Class IV-A Certificates has been reduced to zero.; (Ev) 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 M-4 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 Certificate Principal Amount Balance of the such Class V-A Certificates has been reduced to zero.; (Fvi) 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, Group 4 and Group 5 Available Funds after the distributions in (A), (B), (C), (D) and (E) above will be distributed sequentially, in the following order, to the Class B-1M-5 Certificates, until the Certificate Principal Balance of such Class B-2has been reduced to zero; (vii) to the Class M-6 Certificates, until the Certificate Principal Balance of such Class B-3has been reduced to zero; (viii) to the Class B-1 Certificates, until the Certificate Principal Balance of such Class B-4has been reduced to zero; (ix) to the Class B-2 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (x) to the Class B-3 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (xi) to the Class B-4 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (xii) to the Class B-5 and Class B-6 Certificates, in each case up until the Certificate Principal Balance of such Class has been reduced to an amount equal to and in the following order: zero; and (axiii) the Accrued Certificate Interest thereon for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 5.06(d), any such Principal Payment Amount remaining after application pursuant to clauses (bi) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and through (cxii) such Class's Allocable Share above, for such Distribution Date, in each case, to the extent of remaining Available Funds. (G) 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 or Group 5 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 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 (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 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

Distributions on the Certificates. (a) Interest and principal on the Certificates (other than the Class III-X Certificates) will be distributed monthly on each Distribution Date, commencing in September 2001October 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) . On each Distribution Date, the 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 in the following order of priority among to the Group 1 Senior CertificatesCertificates as follows: FIRST, to the Group 1 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class 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; SECOND, to the Group 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 1 Available Funds; and THIRD, sequentially, in the following order, to the Class R-I, Class R-II and the Class I-A Certificates, in reduction of the Current Principal Amounts Amount 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 of such Class has been reduced to zero; (B) On 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 Class II-A 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 Class II-A 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 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 the Group 2 Senior Certificates such Class has been reduced to zero.; (C) On 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 III-A Group 3 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 3 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class III-A 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 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 Amounts of the Class III-A Certificates has such Classes have been reduced to zero.; (D) On on each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed to the Class IV-A Group 4 Senior Certificates as follows: FIRST, to the Class IV-A 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 Class IV-A 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 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 each such Class IV-A Certificates has been reduced to zero.; (E) On Except as provided in (G) and (H) below, on each Distribution Date prior to the Cross-Over Date, the an amount equal to any remaining Group 5 1, Group 2, Group 3, and Group 4 Available Funds after the distributions in (A), (B), (C) and (D) above will be distributed to the Class V-A Certificates as follows: FIRST, to the Class V-A A-5 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest on such Class thereon for such Distribution Date; SECOND, to the Class V-A Certificates, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution DatesDates and (c) such Class's Allocable Share for such Distribution Date, in each case, 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) 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 and Group 5 Available Funds after the distributions in (A), (B), (C), (D) and (E) 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 remaining Available Funds. (G) 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, 3 and Group 4 or Group 5 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; PROVIDEDprovided, HOWEVERhowever, that if (A) the weighted average Senior Mezzanine and Subordinate Percentage equals or exceeds 4.0011.00% on such Distribution DateDate 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 (GI) 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 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 aggregateaggregate 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) 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 1, Group 2, Group 3 and Group 4 Available Funds are less than the sum of the Group 1, Group 2, Group 3 and 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-III Certificates; provided that if on any Distribution Date there are any Group 1, Group 2, Group 3 and 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 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. (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.