Common use of Payment of Principal and Interest; Defaulted Interest Clause in Contracts

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled as set forth below: (i) to the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of such Class of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment Dates; (ii) if such Payment Date is after the Funding Period, to the Noteholders, as principal on the Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iii) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders, as principal on the Notes based on the Security Balances from Security Interest Collections, up to the Special Capital Distribution Amount for such Payment Date; (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuing Entity with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, to the Certificate Paying Agent, on behalf of the Certificates. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity on the applicable Payment Date shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code. (b) The principal of each Note shall be due and payable in full on the Final Scheduled Payment Date for such Note as provided in the form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made to the Noteholders of such Class entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon notice to the Indenture Trustee by the Issuing Entity, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment.

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Payment Trustee Collection Account after making (x) any deposit resulting from Interest Collections and Principal Collections with respect to the Funding Account Mortgage Loans (after the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 8.02(b) and (y) any deposits 6.07 or paid to the Payment Account Depositor pursuant to Section 8.02(c)(ii) 5.03 of the Sale and Servicing Agreement), MINUS the Indenture Trustee Fee payable to the Indenture Trustee for such Payment Date and any permitted expenses reimbursable to the Indenture Trustee pursuant to Section 8.02(c)(i)(2)6.07, the Indenture Trustee shall apply the following amounts in the following order of priority, in accordance with the Report to Noteholders: FIRST, to pay to the Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled as set forth below: (i) to the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of such Class of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment Datesdue on the Note Balances (or Variable Funding Balance in the case of the Variable Funding Notes) of the Notes and the notional balance of the Class A-IO Notes at their respective Note Rates, in the following order: (A) to the Senior Notes on a PRO RATA basis in accordance with the amount of accrued interest due thereon; (iiB) if such Payment Date is after the Funding Period, to the Noteholders, as principal on the Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal CollectionsClass M-1 notes; (iiiC) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection PeriodClass M-2 notes; (ivD) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders, as principal on the Notes based on the Security Balances from Security Interest Collections, up to the Special Capital Distribution Amount for such Payment Date; (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuing Entity with respect to the performance of its duties under the IndentureClass B-1 notes; and (xiE) any remaining amount, to the Certificate Paying Agent, on behalf of the Certificates. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity on the applicable Payment Date shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code. (b) The principal of each Note shall be due and payable in full on the Final Scheduled Payment Date for such Note as provided in the form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made to the Noteholders of such Class entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon notice to the Indenture Trustee by the Issuing Entity, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment.B-2 notes;

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Payment Trustee Collection Account after making (x) any deposit resulting from Interest Collections, Principal Collections and prepayment charges with respect to the Funding Mortgage Loans in Group I and investment earnings on amounts on deposit in the Trustee Collection Account with respect to Mortgage Loans in Group I (after the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 8.02(b) and (y) 6.07, together with any deposits draw on the Policy for such Payment Date to the Payment Account pursuant be applied only to Section 8.02(c)(ii) and Section 8.02(c)(i)(2an Insured Amount), the Indenture Trustee shall pay to apply the Noteholdersfollowing amounts in the following order of priority, in accordance with the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled as set forth belowMonthly Statement: (i) to the Noteholders the sum of (a) one month's interest at the Note Interest Rate pay any prepayment charges which have been collected on the Security Balances Group I Mortgage Loans to Holders of such Class of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment Datesthe Certificates; (ii) if such Payment Date is after to pay the Funding Period, Enhancer the accrued and unpaid premium for the Policy and to pay the Indenture Trustee the Trustee Fee for services and any reimbursable expenses pursuant to Section 6.07 with respect to the Noteholders, as principal on the Group I Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iii) to the Noteholders, as principal pay accrued and unpaid interest due on the Note Balances of the Class IA-1 Notes and the Group I Variable Funding Notes, from the amount remaining on deposit in the Payment Accountpro rata, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Periodat their respective Note Rates; (iv) to the Noteholders, pay as principal on the Class IA-1 Notes and the Group I Variable Funding Notes, from the pro rata, an amount remaining on deposit in the Payment Account, up equal to the applicable Security Percentage of Carryover Loss AmountsPrincipal Collection Distribution Amount for the Group I Notes and that Payment Date; (v) to pay as principal on the Credit EnhancerClass IA-1 Notes and the Group I Variable Funding Notes, in pro rata, an amount equal to the amount of the premium Liquidation Loss Distribution Amount for the Credit Enhancement Instrument Group I Notes and for any Additional Credit Enhancement Instrumentthat Payment Date; (vi) to reimburse the Credit Enhancer, to reimburse it Enhancer for prior any unreimbursed draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (Policy for the Group I Notes, with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders, pay as principal on the Class IA-1 Notes based on and the Security Balances from Security Interest CollectionsGroup I Variable Funding Notes, up pro rata, an amount equal to the Special Capital Distribution Overcollateralization Increase Amount for such the Group I Notes and that Payment Date; (viii) to pay the Credit Enhancer, Enhancer any other amounts owed to the Credit Enhancer it pursuant to the Insurance Agreement, with interest thereon; (ix) [Reserved]to pay the Indenture Trustee, the Owner Trustee, the Administrator and the Master Servicer any unpaid expenses and other reimbursable amounts owed to the Indenture Trustee, the Owner Trustee, the Administrator or the Master Servicer with respect to the Group I Notes; (x) to reimburse pay the Administrator for expenditures made on behalf Holders of the Issuing Entity Class IA-1 Notes and the Variable Funding Notes, pro rata, any applicable unpaid Interest Carry-Forward Amounts, together with interest thereon; (xi) to the Group II Notes, for application of subclauses (v) through (viii) and subclauses (xviii) through (xx) under Section 3.05(b), in each case after giving effect to payments made from Group II with respect to the performance of its duties under the Indenturesuch Payment Date; and (xixii) any remaining amount, amounts to the Certificate Paying Agent, on behalf Holders of the Certificates. ; provided, however, that in the event that on a Payment Date a Credit an Enhancer Default shall have occurred and be continuing continuing, then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other any amounts to be paid to the Certificate Paying Agent Enhancer will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due and required to be paid by the Enhancer on the Notes on such Payment Date have been paid and providedpaid. Notwithstanding the foregoing, further, that on the Legal Final Scheduled Payment Date or other final Payment Dateof the Class IA-1 Notes, the amount amounts to be paid pursuant to clause (iiiv) above shall be equal to the Security Balances sum of the Securities Offered Note Balance of the Class IA-1 Notes and the Variable Funding Balance of the Variable Funding Notes immediately prior to such Payment Date. Date plus any unpaid Interest Carry-Forward Amount with interest thereon. (b) On each Payment DateDate (other than a Payment Date after an Event of Default and an acceleration of the Notes), the Certificate Paying Agent shall from amounts on deposit in the Certificate Distribution Trustee Collection Account all resulting from Interest Collections, Principal Collections, prepayment charges with respect to the Mortgage Loans in Group II and investment earnings on amounts on deposit in the Trustee Collection Account with respect to Mortgage Loans in Group II (after the Indenture Trustee has removed any investment earnings to be retained by it received pursuant to Section 6.07), the Indenture Trustee shall apply the following amounts in the following order of priority in accordance with the Monthly Statement: (i) to pay any prepayment charges which have been collected on the Group II Mortgage Loans to the Holders of the Certificates; (ii) to pay the Indenture Trustee the Trustee Fee for services and any reimbursable expenses pursuant to Section 6.07 with respect to the Group II Notes; (iii) to pay accrued and unpaid interest due on the Group II Notes at their respective Note Rates as follows: (A) first, to the Class IIA-1 Notes; (B) second, to the Class IIM-1 Notes; (C) third, to the Class IIM-2 Notes; and (D) fourth, to the Class IIB-1 Notes; (iv) to pay as principal on the Group II Notes, an amount equal to the Principal Collection Distribution Amount for the Group II Notes and that Payment Date, as follows: (A) first, to the Class IIA-1 Notes until the aggregate Note Balance of the Class IIA-1 Notes has been reduced to the Senior Group II Optimal Principal Balance for that Payment Date; (B) second, to the Class IIM-1 Notes, until the Note Balance of the Class IIM-1 Notes has been reduced to the Class IIM-1 Optimal Principal Balance for that Payment Date; (C) third, to the Class IIM-2 Notes, until the Note Balance of the Class IIM-2 Notes has been reduced to the Class IIM-2 Optimal Principal Balance for that Payment Date; and (D) fourth, to the Class IIB-1 Notes, until the Note Balance of the Class IIB-1 Notes has been reduced to the Class IIB-1 Optimal Principal Balance for that Payment Date; (v) to pay as principal on the Class IIA-1 Notes until the Note Balance thereof has been reduced to the Senior Group II Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount for the Group II Notes and that Payment Date; (vi) to pay as principal on the Class IIM-1 Notes, until the Note Balance thereof has been reduced to the Class IIM-1 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount for the Group II Notes and that Payment Date, to the extent not previously distributed to the Holders of the Senior Group II Notes under clause (v) above; (vii) to pay as principal on the Class IIM-2 Notes, until the Note Balance thereof has been reduced to the Class IIM-2 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount for the Group II Notes and that Payment Date, to the extent not previously distributed to the Holders of the Senior Group II Notes or the Class IIM-1 Notes under clauses (v) and (vi) above, respectively; (viii) to pay as principal on the Class IIB-1 Notes, until the Note Balance thereof has been reduced to the Class IIB-1 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount for the Group II Notes and that Payment Date, to the extent not previously distributed to the Holders of the Senior Group II Notes, the Class IIM-1 Notes or the Class IIM-2 Notes under clauses (v), (vi) and (vii) above, respectively; (ix) to pay as principal on the Class IIA-1 Notes until the Note Balance of the Class IIA-1 Notes has been reduced to the Senior Group II Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount for the Group II Notes and that Payment Date; (x) to pay as principal on the Class IIM-1 Notes, until the Note Balance thereof has been reduced to the Class IIM-1 Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount for the Group II Notes and that Payment Date, to the extent not previously distributed to the Senior Group II Notes under clause (ix) above; (xi) to pay as principal on the Class IIM-2 Notes, until the Note Balance thereof has been reduced to the Class IIM-2 Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount for the Group II Notes and that Payment Date, to the extent not previously distributed to the Senior Group II Notes or the Class IIM-1 Notes under clauses (ix) and (x) above, respectively; (xii) to pay as principal on the Class IIB-1 Notes, until the Note Balance thereof has been reduced to the Class IIB-1 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount for the Group II Notes and that Payment Date, to the extent not previously distributed to the Senior Group II Notes, the Class IIM-1 Notes or the Class IIM-2 Notes under clauses (ix), (x) and (xi) above, respectively; (xiii) to pay the Indenture Trustee, the Owner Trustee, the Administrator and the Master Servicer any unpaid expenses and other reimbursable amounts owed to the Indenture Trustee, the Owner Trustee, the Administrator or the Master Servicer with respect to the Group II Notes; and (xiv) to pay to the Class IIA-1 Notes any applicable unpaid Interest Carry-Forward Amounts together with interest thereon; (xv) to pay to the Class IIM-1 Notes any applicable unpaid Interest Carry-Forward Amounts together with interest thereon; (xvi) to pay to the Class IIM-2 Notes any applicable unpaid Interest Carry-Forward Amounts together with interest thereon; (xvii) to pay to the Class IIB-1 Notes any applicable unpaid Interest Carry-Forward Amounts together with interest thereon; (xviii) to reimburse the Class IIM-1 Notes any applicable Deferred Amount; (xix) to reimburse the Class IIM-2 Notes any applicable Deferred Amount; (xx) to reimburse the Class IIB-1 Notes any applicable Deferred Amount; (xxi) to the Group I Notes, for application of clause (v) under Section 3.05(a), in each case after giving effect to payments made from Group I with respect to such Payment Date; and (xxii) any remaining amounts to the Holders of the Certificates. Notwithstanding the foregoing, on the Legal Final Payment Date for a Class of Group II Notes, the amounts to be paid pursuant to clause (b)(iv) above shall be equal to the aggregate of the Offered Note Balances immediately prior to such Payment Date for such Class with a Legal Final Payment Date on such Payment Date plus any unpaid Interest Carry-Forward Amount with interest thereon. In the event that any withholding tax is imposed on distributions (or allocations of income) to a Holder of a Note or Certificate, such tax shall reduce the amount otherwise distributable to such Holder in accordance with this Section 3.05 3.05. The Indenture Trustee is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Holders of the Notes or Certificates sufficient funds for the purpose payment of distributing any tax that is legally owed by the Issuer; provided, that such funds authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate Proceedings and withholding payment thereof, if permitted by law, pending the outcome of such Proceedings. The amount of any withholding tax imposed with respect to a Holder of a Note or Certificate shall be treated as cash distributed to such Holder at the time it is withheld by the Indenture Trustee and remitted to the Certificateholdersappropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution, the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph. Amounts paid to Noteholders shall be paid to each Class in respect of the Notes, as the case may be, in accordance with the Class Percentage applicable percentage as set forth in paragraph (bc) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. Any installment of interest or principal, if any, principal payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity Issuer on the applicable Payment Date shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000, shall be paid to each the Holder of record thereof on the immediately preceding Record DateDate by check or money order mailed to the address of such Noteholder reflected in the Note Register or upon the request of a Holder, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's Securities’s Notes; provided, however, that the Indenture Trustee shall not pay to any such Holders Holder any amount amounts required to be withheld from a payment to such Holder by the Code. (bc) The principal Principal of each Note shall be due and payable in full on the Legal Final Scheduled Payment Date for such Note the related Class of Notes as provided in the applicable form of Note set forth in Exhibit A. Exhibits A-1 and A-2. All principal payments on each Class of the Offered Notes and the Variable Funding Notes shall be made pro rata to the Class of Noteholders of such Class entitled thereto in accordance with the related Percentage Interests represented by such Notesthereby. Upon written notice to the Indenture Trustee by the Issuing EntityIssuer, the Indenture Trustee shall notify the Person in whose the name of which a Note is registered at the close of business on the Record Date preceding the related Legal Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such the related Legal Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the related Legal Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for such final payment.

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date Date, from amounts on deposit in the Trustee Collection Account (including any draw on the Policy deposited therein for such Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2Date), the Indenture Trustee shall pay to apply the Noteholdersfollowing amounts in the following order of priority, in accordance with the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled as set forth belowServicing Certificate: (i) any prepayment penalties collected during the immediately prior Due Period to the Noteholders Certificate Distribution Account for distribution to the Certificateholders by the Certificate Paying Agent; (ii) to the Enhancer, the amount of the Premium for the Policy, with interest thereon as provided in the Insurance Agreement and to the Indenture Trustee, the Indenture Trustee Fee payable thereto in respect of such Collection Period (to the extent sufficient funds remain available from Interest Collections and Principal Collections from Mortgage Loans assigned to Group I and Group II individually such payment shall be allocated among Group I and Group II in proportion to the sum of the Class A-1 Note Balance and the Class A-2 Note Balance and the sum of the Class A-3 Note Balance and the Class A-4 Note Balance, respectively); (aiii) one month's interest for the related Interest Period at the related Note Interest Rate on the Security related Note Balances of such Class of the Notes immediately prior to such Payment Date and (b) Date, after giving effect to any previously accrued and unpaid interest Policy Draw Amount deposited into the Note Payment Account pursuant to Section 3.26(a), excluding any Interest Carry-Forward Amounts to the Note Payment Account, for prior Payment Dates; (ii) if such Payment Date is after the Funding Periodpayment, pro rata, to the Noteholders, as principal on the Notes, the applicable Security Percentage Holders of the Principal Collection Distribution Amount and if Notes by the Paying Agent on such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iii) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection PeriodDate; (iv) the Base Principal Distribution Amount for Group I after giving effect to any Policy Draw Amount deposited into the Note Payment Account pursuant to Section 3.26(a) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Note Payment Account, up for payment by the Paying Agent on such Payment Date, pro rata, first to the applicable Security Percentage Holders of Carryover Loss Amountsthe Class A-1 Notes until the principal balance thereof has been reduced to zero and then to the Holders of the Class A-2 Notes until the principal balance thereof has been reduced to zero; and the Base Principal Distribution Amount for Group II after giving effect to any Policy Draw Amount deposited into the Note Payment Account pursuant to Section 3.26(a) to the Note Payment Account, for payment by the Paying Agent on such Payment Date, pro rata, first to the Holders of the Class A-3 Notes until the principal balance thereof has been reduced to zero and then to the Holders of the Class A-4 Notes until the principal balance thereof has been reduced to zero; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (Policy, with interest thereon as provided in the Insurance AgreementAgreement (such payment shall be allocated first to Interest Collections and Principal Collections from Mortgage Loans assigned to Group I if the draw in question was made for the benefit of the Class A-1 Notes or the Class A-2 Notes or first to Interest Collections and Principal Collections from Mortgage Loans assigned to Group II if the draw in question was made for the benefit of the Class A-3 Notes or the Class A-4 Notes); (vi) to the extent of Group I Excess Spread any Overcollateralization Deficiency Amount for Group I to the Note Payment Account, for payment by the Paying Agent on such Payment Date, pro rata, first to the Holders of the Class A-1 Notes until the Principal Balance thereof has been reduced to zero and then to the Holders of the Class A-2 Notes until the Principal Balance thereof has been reduced to zero; and to the extent of Group II Excess Spread any Overcollateralization Deficiency Amount for Group II to the Note Payment Account, for payment by the Paying Agent on such Payment Date, pro rata, first to the Holders of the Class A-3 Notes until the Principal Balance thereof has been reduced to zero and then to the Holders of the Class A-4 Notes until the Principal Balance thereof has been reduced to zero; (vii) to the Noteholdersextent of any remaining Group I Excess Spread, as principal on the Notes based on the Security Balances from Security Interest Collections, up to the Special Capital Additional Principal Distribution Amount for Group II to the Note Payment Account, for payment by the Paying Agent on such Payment Date, pro rata, first to the Holders of the Class A-3 Notes until the Principal Balance thereof has been reduced to zero and then to the Holders of the Class A-4 Notes until the Principal Balance thereof has been reduced to zero; and to the extent of any remaining Group II Excess Spread, any remaining Additional Principal Distribution Amount for Group I to the Note Payment Account, for payment by the Paying Agent on such Payment Date, pro rata, first to the Holders of the Class A-1 Notes until the Principal Balance thereof has been reduced to zero and then to the Holders of the Class A-2 Notes until the Principal Balance thereof has been reduced to zero; (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [Reserved]to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; (x) to reimburse the Administrator Note Payment Account, for expenditures made payment, pro rata, to the Class A-1 Noteholders and the Class A-3 Noteholders by the Paying Agent on behalf of such Payment Date, any Interest Carry-Forward Amounts not previously paid, together with interest thereon at the Issuing Entity related Note Rate (as adjusted from time to time), based on the amount remaining unpaid with respect to the performance of its duties under the Indenturethereto; and (xi) any remaining amount, to the Certificate Paying AgentDistribution Account, on behalf of for distribution to the Certificates. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to Certificateholders by the Certificate Paying Agent will not be paid until Agent; Notwithstanding the full amount of interest and principal in accordance with clauses (i), foregoing (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Insured Payment Date, the amount aggregate of amounts to be paid pursuant to clause clauses (iiiv), (vi) and (vii) above shall be equal to the Security Balances aggregate of the Securities Note Balances immediately prior to such Payment DateDate and (y) any payments under the Policy shall be applied only to the payment of amounts to be paid pursuant to clauses (iii), (iv), (vi) and (vii) above. On For purposes of the foregoing, payments of principal of the Notes on each Payment Date will be reduced by the pro rata portion allocable to the related Notes of all Subordination Deficits for such Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholdersextent such Subordination Deficits are not otherwise covered by Excess Spread or a draw on the Policy. The amounts Amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage applicable percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. Any installment of interest or principal, if any, principal payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity Issuer on the applicable Payment Date shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000, shall be paid to each the Holder of record thereof on the immediately preceding Record Date, Date by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's SecuritiesNotes; provided, however, that the Indenture Trustee shall not pay to any such Holders Holder any amount amounts required to be withheld from a payment to such Holder by the Code. (b) The principal Principal of each Note shall be due and payable in full on the Final Scheduled Insured Payment Date for such Note as provided in the applicable form of Note set forth in Exhibit A. All principal payments on each Class of the Notes shall be made pro rata to the Noteholders of such Class entitled thereto in accordance with the related Percentage Interests represented by such Notesthereby. Upon written notice to the Indenture Trustee by the Issuing EntityIssuer, the Indenture Trustee shall notify the Person in whose the name of which a Note is registered at the close of business on the Record Date preceding the Final Scheduled Insured Payment Date or other final Final Insured Payment Date, as applicable. Such notice shall be mailed no later than five Business Days prior to such the Final Scheduled Insured Payment Date or such other final Final Insured Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Insured Payment Date or such other final Final Insured Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for such final payment.

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled as set forth below: (i) to To the Noteholders the sum of (a) one month's ’s interest at the Note Interest Rate on the Security Balances of such Class of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment Dates; (ii) if such Payment Date is after the Funding Period, to the Noteholders, as principal on the Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iii) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit EnhancerNote Insurer, in the amount of the premium for the Credit Enhancement Instrument Note Insurance Policy and for any Additional Credit Enhancement InstrumentNote Insurance Policy; (vi) to the Credit EnhancerNote Insurer, to reimburse it for prior draws made on the Credit Enhancement Instrument Note Insurance Policy and on any Additional Credit Enhancement Instrument Note Insurance Policy (with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders, as principal on the Notes based on the Security Balances from Security Interest Collections, up to the Special Capital Distribution Amount for such Payment Date; (viii) to the Credit EnhancerNote Insurer, any other amounts owed to the Credit Enhancer Note Insurer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuing Entity Issuer with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, to the Certificate Paying Agent, on behalf of the Certificates. provided, however, in the event that on a Payment Date a Credit Enhancer Note Insurer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. [Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity Issuer on the applicable Payment Date shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000_________, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's ’s address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's ’s Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.] (b) The principal of each Note shall be due and payable in full on the Final Scheduled Payment Date for such Note as provided in the form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made to the Noteholders of such Class entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon notice to the Indenture Trustee by the Issuing EntityIssuer, the Indenture Trustee shall notify the Person in whose name a Note is registered register ed at the close of business on the Record Date preceding the Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment.

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b8 02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled as set forth below: (i) The sum of (x) to the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of such Class of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment DatesDates and (y} to the Certificate Paying Agent, the Certificate Distribution Amount for such Payment Date; (ii) if such Payment Date is after the Funding Period, to the NoteholdersNoteholders and the Certificate Paying Agent as the case may be, as principal on the Term Notes. Variable Funding Notes, and the Certificates, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders and Certificate Paying Agent as principal on the Notes Term Notes, Variable Funding Notes. and Certificates the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iii) to the NoteholdersNoteholders and the Certificate Paying Agent, as the case may be, as principal on the Term Notes, Variable Funding Notes and the Certificates, pro rata, based on the Security Balances from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the NoteholdersNoteholders and the Certificate Paying Agent, as the case may be, as principal on the Term Notes, Variable Funding Notes and the Certificates, pro rata, based on the Security Balances from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement); (vii) to the NoteholdersNoteholders and the Certificate Paying Agent. as the case may be, as principal on the Term Notes, Variable Funding Notes and the Certificates, pro rata, based on the Security Balances from Security Interest Collections, up to the Special Capital Distribution Amount for such Payment Date; (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [{Reserved]}; (x) to reimburse the Administrator for expenditures made on behalf of the Issuing Entity Issuer with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, to the Certificate Paying Agent, on behalf of the Designated Certificates. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), ) (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 3 05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. [Any installment of interest or principal, if any, payable on any Note .Note or Certificate that is punctually paid or duly provided for by the Issuing Entity Issuer on the applicable Payment Date shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.] (b) The principal of each Note shall be due and payable in full on the Final Scheduled Payment Date for such Note as provided in the related form of Note set forth in Exhibit A. Exhibits A-l and A-2. All principal payments on each Class of Notes shall be made to the Noteholders of such Class entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon notice to the Indenture Trustee by the Issuing EntityIssuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment.

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled as set forth below: (i) to the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of such Class of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment Dates; (ii) if such Payment Date is after the Funding Period, to the Noteholders, as principal on the Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iii) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders, as principal on the Notes based on the Security Balances from Security Interest Collections, up to the Special Capital Distribution Amount for such Payment Date; (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuing Entity Issuer with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, to the Certificate Paying Agent, on behalf of the Certificates. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity Issuer on the applicable Payment Date shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code. (b) The principal of each Note shall be due and payable in full on the Final Scheduled Payment Date for such Note as provided in the form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made to the Noteholders of such Class entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon notice to the Indenture Trustee by the Issuing EntityIssuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment.

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled as set forth below: (i) to the Noteholders the sum of (a) one month's ’s interest at the Note Interest Rate on the Security Balances of such Class of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment Dates; (ii) if such Payment Date is after the Funding Period, to the Noteholders, as principal on the Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iii) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders, as principal on the Notes based on the Security Balances from Security Interest Collections, up to the Special Capital Distribution Amount for such Payment Date; (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuing Entity with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, to the Certificate Paying Agent, on behalf of the Certificates. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. [Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity on the applicable Payment Date shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's ’s address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's ’s Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.] (b) The principal of each Note shall be due and payable in full on the Final Scheduled Payment Date for such Note as provided in the form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made to the Noteholders of such Class entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon notice to the Indenture Trustee by the Issuing Entity, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment.

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee Trustee, on behalf of the Issuer shall pay to the Noteholders, Noteholders and the Certificate Paying Agent, on behalf of the CertificateholdersIssuer, shall pay to the Certificateholders and the Certificate Paying Agent, on behalf of the Issuer, shall pay to the holders of the Residual Ownership Interest, and the Indenture Trustee, in its capacity as agent for the Issuer, shall pay to other Persons Persons, the amounts to which they are entitled as set forth below: (i) The sum of (x) to the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of such Class of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment DatesDates and (y) to the Certificateholders, the Certificate Distribution Amount for such Payment Date; (ii) if such Payment Date is after the Funding Period, to the Noteholders, as principal on the NotesNotes and the Certificates, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal CollectionsAmount; (iii) to the NoteholdersNoteholders and the Certificateholders, as the case may be, as principal on the NotesNotes and the Certificates, pro rata, based on the Security Balances from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the NoteholdersNoteholders and the Certificateholders, as the case may be, as principal on the NotesNotes and the Certificates, pro rata, based on the Security Balances from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument [and for any Additional Credit Enhancement Instrument]; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument [and on any Additional Credit Enhancement Instrument Instrument] (with interest thereon as provided in the Insurance Agreement); (vii) to the NoteholdersNoteholders and the Certificateholders, as the case may be, as principal on the Notes and the Certificates, pro rata, based on the Security Balances from Security Interest Collections, up to the Special Capital Accelerated Principal Distribution Amount for such Payment DateDate (such amount, if any, paid pursuant to this clause (vii) being referred to herein as the "Accelerated Principal Payment Amount"); (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuing Entity Issuer with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, amounts to the Certificate Paying Agent, on behalf holders of the Certificates. Residual Ownership Interest as described in Section 5.01 of the Trust Agreement; provided, however, [in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to in respect of principal on the Certificate Paying Agent Certifi- ▇▇▇▇▇ will not be paid until the full amount of interest and principal in accordance with clauses (i), (xi)(x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, ,] that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity Issuer on the applicable Payment Date shall, if such Holder holds Notes or Certificates other than the Definitive Trust Certificate of an aggregate initial Principal Balance of at least $1,000,000, [___________] be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code. (b) The principal of each Note shall be due and payable in full on the Final Scheduled Payment Date for such Note as provided in the related form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made to the Noteholders of such Class entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon notice to the Indenture Trustee by the Issuing EntityIssuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment.

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2)), the Indenture Trustee shall pay to the Noteholders, the Certificate Paying AgentTrustee, on behalf of the CertificateholdersIssuer shall pay to the Noteholders and the Indenture Trustee, and in its capacity as agent for the Issuer shall pay to other Persons Persons, the amounts to which they are entitled as set forth below: (i) to the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of such Class of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment DatesDates (specify priority of Classes of Notes); (ii) (if such Payment Date is after the Funding Period, ,) to the Noteholders, Noteholders as principal on the Notes(and Variable Funding Notes, ,) the applicable Security Percentage of the Principal Collection Distribution Amount (and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes (and Variable Funding Notes) the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections); (iii) to the Noteholders, as principal on the Notes (and Variable Funding Notes), pro rata, based on the Security Balances from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Col- lection Period; (iv) to the Noteholders, as principal on the Notes (and Variable Funding Notes), pro rata, based on the Security Balances from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders, as principal on the Notes based on the Security Balances from Security Interest Collections, up to the Special Capital Distribution Amount for such Payment Date; (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuing Entity with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, to the Certificate Paying Agent, on behalf of the Certificates. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity on the applicable Payment Date shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code. (b) The principal of each Note shall be due and payable in full on the Final Scheduled Payment Date for such Note as provided in the form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made to the Noteholders of such Class entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon notice to the Indenture Trustee by the Issuing Entity, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment.

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled as set forth below: (ib) to To the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of such Class of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment Dates; (iic) if such Payment Date is after the Funding Period, to the Noteholders, as principal on the Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iiid) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (ive) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (vf) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vig) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement); (viih) to the Noteholders, as principal on the Notes based on the Security Balances from Security Interest Collections, up to the Special Capital Distribution Amount for such Payment Date; (viiii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ixj) [Reserved]; (xk) to reimburse the Administrator for expenditures made on behalf of the Issuing Entity Issuer with respect to the performance of its duties under the Indenture; and (xil) any remaining amount, to the Certificate Paying Agent, on behalf of the Certificates. providedPROVIDED, howeverHOWEVER, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and providedPROVIDED, furtherFURTHER, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. [Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity Issuer on the applicable Payment Date shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's Securities; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code. (b) The principal of each Note shall be due and payable in full on the Final Scheduled Payment Date for such Note as provided in the form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made to the Noteholders of such Class entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon notice to the Indenture Trustee by the Issuing Entity, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment.]

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2other than amounts deposited constituting prepayment charges), the Indenture Trustee Paying Agent shall pay to the Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled entitled, as set forth belowin the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority: (i) to the Noteholders the sum of (a) one month's Noteholders, interest at the related Note Rate for the related Interest Rate Accrual Period on the Security Balances of such Class of Notes related Note Balance immediately prior to such Payment Date and (b) any previously Date, on a pro rata basis, based on the amount of interest accrued and unpaid interest for prior Payment Datesduring the related Interest Accrual Period; (ii) if such Payment Date is after the Funding Period, to the Noteholders, Noteholders as principal on the Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if for such Payment Date is Date, in the first Payment Date following order described in Section 3.05(b) below, until the end of the Funding Period Note Balances thereof have been reduced to zero; (if ending due to an Amortization Eventiii) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iii) to the Noteholders, as principal on the Notes, from the amount remaining on deposit Liquidation Loss Distribution Amount for such Payment Date and any Excess Loss Amount included in the Credit Enhancement Draw Amount on such Payment AccountDate, up in the order described in Section 3.05(b) below, until the Note Balances thereof have been reduced to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Periodzero; (iv) to the NoteholdersCredit Enhancer, the Premium Amount for the Credit Enhancement Instrument, plus any unpaid Premium Amount from any prior Payment Date (with interest thereon as principal on the Notes, from the amount remaining on deposit provided in the Payment Account, up to the applicable Security Percentage of Carryover Loss AmountsInsurance Agreement); (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement), except for draws attributable to Excess Loss Amounts; (viivi) to the Noteholders, Noteholders as principal on the Notes based on Notes, the Security Balances from Security Interest Collections, up to the Special Capital Distribution Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (viiivii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [Reserved]; (xviii) to reimburse the Administrator for expenditures made on behalf of the Issuing Entity with respect Indenture Trustee, any amounts owing to the performance of its duties under the IndentureIndenture Trustee pursuant to Section 6.07 remaining unpaid; and (xiix) any remaining amount, amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above continuing, (a) no payments will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid made to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through Credit Enhancer pursuant to clause (iv) above until all Credit Enhancement Draw Amounts that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date or were due and required to be paid by the Credit Enhancer on any prior Payment Date have been paid in full, (b) any amounts payable to the Credit Enhancer pursuant to clause (v) shall instead be paid pursuant to clause (vii) and provided(c) any Excess Loss Amounts will be allocated on a pro rata basis to the Notes based on their outstanding Note Balances, furtherin reduction of the Note Balances thereof, that until the Note Balances thereof have been reduced to zero. In addition, on the Final Scheduled Insured Payment Date or other final Payment DateDate (including the Payment Date following any purchase by the Master Servicer of the Home Loans pursuant to Section 8.08 of the Servicing Agreement), the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances aggregate Note Balance of the Securities Notes immediately prior to such Payment Date. Interest payments in the amounts described above will be payable on each Payment Date to the Class A-I Notes and the Class A-II Notes concurrently from the following amounts: first, from Interest Collections derived from the related Loan Group; second, from Interest Collections derived from the non-related Loan Group after taking into account any payments in respect of interest on the other class or classes of Notes made in first; third, from Principal Collections derived from the related Loan Group; and fourth, from Principal Collections derived from the non-related Loan Group after taking into account any payments in respect of interest on the other class or classes of Notes made in third. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class the Notes in accordance with the Class Percentage applicable percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period (other than the Class A-I-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-I-1 Notes on the basis of a 360-day year and the actual number of days in such the related Interest Period and a year assumed to consist of 360 daysAccrual Period. Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity Issuer on the applicable Payment Date shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code. (b) The Any payments to the Notes pursuant to clauses 3.05(a)(ii), (iii) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal of each Note shall be due and payable in full on distributed concurrently to (i) the Final Scheduled Payment Date for such Note as provided Class A-I Notes in the form of Note set forth aggregate and (ii) the Class A-II Notes, in Exhibit A. All principal payments on each Class of Notes shall be made case in proportion to the Noteholders pro rata percentage of such Class entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon notice to sum of (i) the Indenture Trustee by Principal Collections derived from the Issuing Entity, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business related Loan Group on the Record Date preceding the Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final that Payment Date and shall specify that payment (ii) the aggregate amount of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment.Liquidation Loss

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee Trustee, on behalf of the Issuer shall pay to the Noteholders, Noteholders and the Certificate Paying Agent, on behalf of the CertificateholdersIssuer shall pay to the Certificateholders and the Certificate Paying Agent, on behalf of the Issuer shall pay to the holders of the Residual Ownership Interest, and the Indenture Trustee, in its capacity as agent for the Issuer shall pay to other Persons Persons, the amounts to which they are entitled as set forth below: (i) The sum of (x) to the Noteholders the sum of (a) one month's ’s interest at the Note Interest Rate on the Security Balances of such Class of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment DatesDates and (y) to the Certificateholders, the Certificate Distribution Amount for such Payment Date; (ii) [if such Payment Date is after the Funding Period, to the Noteholders, Noteholders and the Certificateholders as the case may be,] as principal on the Term Notes[, Variable Funding Notes,] and the Certificates, the applicable Security Percentage of the Principal Collection Distribution Amount [and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders and Certificateholders as principal on the Notes Term Notes, Variable Funding Notes, and Certificates the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections]; (iii) to the NoteholdersNoteholders and the Certificateholders, as the case may be, as principal on the Term Notes[, Variable Funding Notes] and the Certificates, pro rata, based on the Security Balances from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the NoteholdersNoteholders and the Certificateholders, as the case may be, as principal on the Term Notes[, Variable Funding Notes] and the Certificates, pro rata, based on the Security Balances from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument [and for any Additional Credit Enhancement Instrument]; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument [and on any Additional Credit Enhancement Instrument Instrument] (with interest thereon as provided in the Insurance Agreement); (vii) to the NoteholdersNoteholders and the Certificateholders, as the case may be, as principal on the Notes Term Notes[, Variable Funding Notes] and the Certificates, pro rata, based on the Security Balances from Security Interest Collections, up to the Special Capital Accelerated Principal Distribution Amount for such Payment DateDate (such amount, if any, paid pursuant to this clause being referred to herein as the “Accelerated Principal Payment Amount”); (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuing Entity Issuer with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, amounts to the Certificate Paying Agent, on behalf holders of the Certificates. Residual Ownership Interest as described in Section 5.01 of the Trust Agreement; provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to in respect of principal on the Certificate Paying Agent Certificates will not be paid until the full amount of interest and principal in accordance with clauses (i), (xi)(x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity Issuer on the applicable Payment Date shall, if such Holder holds Notes or Certificates other than the Designated Certificate of an aggregate initial Principal Balance of at least $1,000,000, [___________] be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's ’s address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's ’s Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code. (b) The principal of each Note shall be due and payable in full on the Final Scheduled Payment Date for such Note as provided in the related form of Note set forth in Exhibit A. Exhibits A-1 [and A-2]. All principal payments on each Class of Notes shall be made to the Noteholders of such Class entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon notice to the Indenture Trustee by the Issuing EntityIssuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment.

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled as set forth below: (i) to the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of such Class of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment Dates; (ii) if such Payment Date is after the Funding Period, to the Noteholders, as principal on the Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iii) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders, as principal on the Notes based on the Security Balances from Security Interest Collections, up to the Special Capital Distribution Amount for such Payment Date; (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuing Entity with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, to the Certificate Paying Agent, on behalf of the Certificates. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. [Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity on the applicable Payment Date shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such HolderH▇▇▇▇▇'s address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such HolderH▇▇▇▇▇'s Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.] (b) The principal of each Note shall be due and payable in full on the Final Scheduled Payment Date for such Note as provided in the form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made to the Noteholders of such Class entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon notice to the Indenture Trustee by the Issuing Entity, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment.

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts Investor P&I Collections on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2)Account, the Indenture Trustee Paying Agent shall pay to the Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled entitled, as set forth belowbelow in the following order of priority: (i) sequentially to (A) concurrently (I) the Indenture Trustee, payment or reimbursement of any amounts owing to it pursuant to this Indenture, including but not limited to Section 6.08, and pursuant to the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of such Class of Notes immediately prior Servicing Agreement, including but not limited to Section 7.02, subject to a $100,000 cap per annum for such Payment Date and no more than $20,000 on any Payment Date and (bII) the Owner Trustee, its fee for services rendered pursuant to the Trust Agreement, for such Payment Date, and (B) the Servicer, payment of any previously accrued and unpaid interest for prior Payment Datesamounts owing to it pursuant to Section 6.03 of the Servicing Agreement, subject to a $50,000 cap per annum; (ii) if to the Credit Enhancer, the Premium for the Credit Enhancement Instrument (as set forth in the Premium Letter) and any such Premium remaining unpaid for any prior Payment Date (with interest thereon as provided in the Insurance Agreement) for such Payment Date is after the Funding Period, to the Noteholders, as principal on the Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal CollectionsDate; (iii) to the Noteholders, as principal interest accrued during the related Interest Period at the Note Rate on the NotesSecurity Balance of the Notes immediately prior to such Payment Date, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Periodother than Interest Shortfalls; (iv) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up equal to the applicable Security Percentage of Carryover Loss AmountsPrincipal Collection Distribution Amount for such Payment Date less the Principal Reduction Amount for such Payment Date; (v) to the Credit EnhancerNoteholders, in an amount equal to (A) the amount Investor Liquidation Loss Amounts on such Payment Date, plus (B) any Investor Liquidation Loss Amounts remaining undistributed from any preceding Payment Date, provided that any Investor Liquidation Loss Amount shall not be required to be paid to the extent that such Investor Liquidation Loss Amount was paid on the Notes by means of a draw on the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vi) to the Credit Enhancer, to reimburse it reimbursement for prior draws made on under the Credit Enhancement Instrument and on any Additional other amounts owed to the Credit Enhancement Instrument Enhancer pursuant to the Insurance Agreement (with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders, as principal on the Notes based on the Security Balances from Security Interest Collections, up an amount equal to the Special Capital Distribution Amount Overcollateralization Deficit for such Payment Date; (viii) to the Credit EnhancerNoteholders, any other amounts owed to principal in the Credit Enhancer pursuant to amount of the Insurance AgreementAccelerated Principal Payment Amount for such Payment Date; (ix) [Reserved]to the Servicer, payment of any amounts owing to it pursuant to Section 6.03 of the Servicing Agreement, not subject to a per annum cap; (x) to reimburse the Administrator for expenditures made on behalf of Noteholders, an amount equal to Interest Shortfalls not previously paid (together with interest thereon at the Issuing Entity with respect Note Rate, to the performance extent permitted by law); (xi) to the Indenture Trustee for any other amounts owing it pursuant to this Indenture, including but not limited to Section 6.08 hereof, and the Servicing Agreement, including but not limited to Section 7.02 thereof, and remaining unpaid after the payment of its duties amounts under Section 3.05(a)(i) above or to the Owner Trustee for any other expenses due it under the IndentureTrust Agreement; and (xixii) any remaining amount, including any Seller P&I Collections, to the Certificate Paying Agent, on behalf of the holders of the Certificates. ; provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (iiiv) above shall be equal to the Security Balances of the Securities Notes immediately prior to such Payment Date. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date will include the Investor Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount, a reduction of the Overcollateralization Amount or a draw on the Credit Enhancement Instrument (up to the outstanding Security Balance thereof). On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage applicable percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity Issuer on the applicable Payment Date shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000, shall be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's address as it appears in the Note Register in the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code. (b) The principal of each Note shall be due and payable in full on the Final Scheduled Payment Date for such Note as provided in the related form of Note set forth in Exhibit A. All principal payments on of each Class of the Notes shall be made to the Noteholders of such Class entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuing EntityIssuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment.

Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee Trustee, on behalf of the Issuer shall pay to the Noteholders, Noteholders and the Certificate Paying Agent, on behalf of the CertificateholdersIssuer shall pay to the Certificateholders and the Certificate Paying Agent, on behalf of the Issuer shall pay to the holders of the Residual Ownership Interest, and the Indenture Trustee, in its capacity as agent for the Issuer shall pay to other Persons Persons, the amounts to which they are entitled as set forth below: (i) The sum of (x) to the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of such Class of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment DatesDates and (y) to the Certificateholders, the Certificate Distribution Amount for such Payment Date; (ii) if such Payment Date is after the Funding Period, to the Noteholders, as principal on the NotesNotes and the Certificates, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal CollectionsAmount; (iii) to the NoteholdersNoteholders and the Certificateholders, as the case may be, as principal on the NotesNotes and the Certificates, pro rata, based on the Security Balances from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the NoteholdersNoteholders and the Certificateholders, as the case may be, as principal on the NotesNotes and the Certificates, pro rata, based on the Security Balances from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument [and for any Additional Credit Enhancement Instrument]; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument [and on any Additional Credit Enhancement Instrument Instrument] (with interest thereon as provided in the Insurance Agreement);] (vii) to the NoteholdersNoteholders and the Certificateholders, as the case may be, as principal on the Notes and the Certificates, pro rata, based on the Security Balances from Security Interest Collections, up to the Special Capital Accelerated Principal Distribution Amount for such Payment DateDate (such amount, if any, paid pursuant to this clause (vii) being referred to herein as the "Accelerated Principal Payment Amount"); (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement;] (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuing Entity Issuer with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, amounts to the Certificate Paying Agent, on behalf holders of the Certificates. Residual Ownership Interest as described in Section 5.01 of the Trust Agreement; provided, however, [in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to in respect of principal on the Certificate Paying Agent Certificates will not be paid until the full amount of interest and principal in accordance with clauses (i), (xi)(x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, ,] that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days. Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuing Entity Issuer on the applicable Payment Date shall, if such Holder holds Notes or Certificates other than the Designated Certificate of an aggregate initial Principal Balance of at least $1,000,000, [___________] be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code. (b) The principal of each Note shall be due and payable in full on the Final Scheduled Payment Date for such Note as provided in the related form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made to the Noteholders of such Class entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon notice to the Indenture Trustee by the Issuing EntityIssuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Scheduled Payment Date or other final Payment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment.