Common use of Payments from the Payment Account Clause in Contracts

Payments from the Payment Account. (a) The Indenture Trustee shall deposit into the Payment Account, without duplication, upon receipt, (i) the proceeds of any liquidation of the assets of the Issuer, (ii) the Servicer Remittance Amount remitted by the Servicer together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Indenture Trustee and (iii) amounts withdrawn from the Pre-Funding Accounts pursuant to Section 5.01 for deposit into the Payment Account. (b) On each Payment Date, from amounts on deposit in the Payment Account, net of an amount equal to any unreimubursed expenses and indemnities due and owing to the Indenture Trustee pursuant to Section 6.07 of the Indenture and payment to the Credit Risk Manager an amount equal to the Credit Risk Manager Fee for such Payment Date, the Indenture Trustee shall make the following allocations, disbursements and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: I. To the extent of the Group I Interest Remittance Amount for such Payment Date: (i) to the Holders of the Group I Notes, the Monthly Interest Payable Amount and the Unpaid Interest Shortfall Amount, if any, for such Class; and (ii) concurrently, to the Holders of the Group II Notes, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess, if any, of (x) the amount required to be paid pursuant to Section 5.03(b)(II)(i) below for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group II Interest Remittance Amount. II To the extent of the Group II Interest Remittance Amount for such Payment Date: (i) concurrently, to the Holders of the Group II Notes, on a pro rata basis based on the entitlement of each such Class, the Monthly Interest Payable Amount and the Unpaid Interest Shortfall Amount, if any, for each such Class; and (ii) to the Holders of the Group I Notes, an amount equal to the excess, if any, of (x) the amount required to be paid pursuant to Section 5.03(b)(I)(i) above for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group I Interest Remittance Amount.

Payments from the Payment Account. (a) The Indenture Trustee On each Payment Date, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall withdraw amounts on deposit into in the Payment Account, without duplication, upon receipt, (i) the proceeds of any liquidation of the assets of the Issuer, (ii) the Servicer Remittance Amount remitted by the Servicer together with any Substitution Amounts, Account and any Loan Purchase Price amounts received by the Indenture Trustee and (iii) amounts withdrawn from the Pre-Funding Accounts pursuant to shall apply such amount as specified in this Section 5.01 for deposit into the Payment Account7.7. (b) On each Payment Date, from amounts other than a date on deposit in the Payment Account, net which an Indenture Event of an amount equal to any unreimubursed expenses Default has occurred and indemnities due and owing to the Indenture Trustee pursuant to Section 6.07 of the Indenture and payment to the Credit Risk Manager an amount equal to the Credit Risk Manager Fee for such Payment Dateis continuing, the Indenture Trustee shall make Securities Administrator will pay the following allocationsamounts, disbursements and transfers in the following order of priority, out of the Interest Proceeds and each such allocationthe Interest Support Amount, transfer and disbursement shall be treated as having occurred only after all preceding allocationsif any, transfers and disbursements have occurred: I. To to the extent of available, based solely on the Group I Interest Remittance Amount for such Payment Dateinformation from the Master Servicer Report: (i) to the Holders Securities Administrator, the Custodian, the Indenture Trustee and the Owner Trustee, in that order, previously unreimbursed extraordinary costs, liabilities and expenses as provided herein; provided that the cumulative amount paid under this clause (i) may not, in the aggregate, exceed $100,000 in any twelve consecutive month period; (ii) to the holders of the Group I NotesClass A Notes pro rata by Percentage Interest, the Monthly Current Interest Payable Amount for such Class of Notes for such Payment Date; (iii) to the holders of the Class M Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (iv) to the Securities Administrator, the Custodian, the Indenture Trustee and the Unpaid Owner Trustee, in that order, previously unreimbursed extraordinary costs, liabilities and expenses as provided herein, to the extent not paid under clause (i) above, whether as a result of the amount limitation imposed thereunder or otherwise; and (v) for application as part of Monthly Excess Cash Flow for such Payment Date pursuant to Section 7.7(d), any such Interest Shortfall Proceeds remaining after application of clauses (i) through (iv) above. (c) On each Payment Date, other than a date on which an Indenture Event of Default has occurred and is continuing, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall pay the following amounts, in the following order of priority, out of the Principal Payment Amount, if any, to the extent available: (i) to the holders of each Class of Notes, the respective Class Principal Payment Amount for such ClassClass of Notes until the Class Principal Amount of such Class of Notes has been reduced to zero, and such Class Principal Payment Amount to be paid among the holders of each such Class of Notes pro rata by Percentage Interest; and (ii) concurrentlyafter the Class Principal Amount of all Classes of Notes has been reduced to zero, to the Holders for application as part of the Group II Notes, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess, if any, of (x) the amount required to be paid Monthly Excess Cashflow pursuant to Section 5.03(b)(II)(i7.7(d) below for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group II Interest Remittance Amount. II To the extent of the Group II Interest Remittance Amount for such Payment Date, any such Principal Payment Amount remaining after application of clause (i) above. (d) On each Payment Date, other than a date on which an Indenture Event of Default has occurred and is continuing, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall apply the Monthly Excess Cashflow in the following order of priority, to the extent available: (i) concurrentlyIf any Class Total Impairment Amount exists with respect to the Class A Notes, to pay principal to the Class A Notes in reduction of their Class Principal Amount until such Class Total Impairment Amount is reduced to zero; (ii) If any Class Total Impairment Amount exists for any Class M Notes, by order of seniority, (A) to pay principal with respect to such Class of Notes in reduction of its Class Principal Amount until its Class Current Ratio equals the Target Ratio, and (B) thereafter, to pay principal with respect to such Class of Notes and all Classes of Notes senior to such Class of Notes in reduction of their Class Principal Amounts pro rata in accordance with their Overall Target Ratios, each until such Class Total Impairment Amount is reduced to zero; (iii) To pay principal to each Class of Notes pro rata based upon their respective Target Fractions until the Target Overcollateralization Amount is achieved; (iv) To pay any Basis Risk Shortfall on the Notes sequentially in order of seniority; (v) To pay any amount of Deferred Interest sequentially in order of seniority; and (vi) Any remaining Monthly Excess Cashflow shall be paid to the Ownership Certificate. (e) On the Optional Termination Date, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall pay to each Class of Notes the related Optional Termination Price therefor. (f) If the Indenture Trustee collects any money or property in relation to an Indenture Event of Default pursuant to Article V of the Indenture, the Indenture Trustee shall pay out the money or property in the following order: (i) first: to the Indenture Trustee, for any costs or expenses, including any reasonable out-of-pocket attorneys’ fees, incurred by it in connection with the enforcement of the remedies provided for in this Section 7.5(vi) and for any other unpaid amounts due to the Indenture Trustee hereunder, to the Holders Securities Administrator for any amounts due and owing to it, to the Master Servicer for any amounts due and owing to it under the Transfer and Servicing Agreement, and to the Owner Trustee, to the extent of any fees and expenses due and owing to it (including pursuant to Section 7.3 of the Group II Owner Trust Agreement) and for any other unpaid amounts due to the Owner Trustee hereunder; (ii) second: to the Master Servicer and Servicer for any fees then due and unpaid and any unreimbursed Advances; (iii) third: to the Notes, on a pro rata basis based on all accrued and unpaid interest thereon and amounts in respect of principal according to the entitlement priorities set forth in Section 7.7 of this Agreement; provided, however, that accrued and unpaid interest shall be paid to Noteholders of each such ClassClass of Notes before any payments in respect of principal; and (iv) fourth: to the Owner Trustee or its Paying Agent for any amounts to be distributed to the Ownership Certificateholder. (g) On each Payment Date, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall apply any Cap Payment, first, to pay to Noteholders of each Class of Notes for which any Basis Risk Shortfall remains after application of the Monthly Interest Payable Amount and Excess Cashflow pursuant to Section 7.7(d), in alphanumeric order in reduction of any Basis Risk Shortfalls, and, second, to the Unpaid Interest Shortfall AmountOwnership Certificateholders. (h) On each Payment Date, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall apply Prepayment Premiums, if any, for each such Class; and (ii) to the Holders of the Group I Notes, an amount equal to the excess, if any, of (x) the amount required to be paid pursuant to Section 5.03(b)(I)(i) above for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group I Interest Remittance AmountOwnership Certificateholders.

Payments from the Payment Account. (a) The Indenture Trustee shall deposit into the Payment Account, without duplication, upon receipt, (i) the proceeds of any liquidation of the assets of the IssuerIssuing Entity, (ii) the Servicer Remittance Amount remitted by the Servicer together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Indenture Trustee and (iii) amounts withdrawn from the Pre-Funding Accounts pursuant to Section 5.01 for deposit into the Payment Account. (b) On each Payment Date, from amounts on deposit in the Payment Account, net of an amount equal to any unreimubursed expenses and indemnities due and owing to the Indenture Trustee pursuant to Section 6.07 of the Indenture and payment to the Credit Risk Manager an amount equal to the Credit Risk Manager Fee for such Payment Date, the Indenture Trustee shall make the following allocations, disbursements and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: I. To the extent of the Group I Interest Remittance Amount for such Payment Date: (i) to the Holders of the Group I Notes, the Monthly Interest Payable Amount and the Unpaid Interest Shortfall Amount, if any, for such Class; and (ii) concurrently, to the Holders of the Group II Notes, on a pro rata PRO RATA basis based on the entitlement of each such Class, an amount equal to the excess, if any, of (x) the amount required to be paid pursuant to Section 5.03(b)(II)(i) below for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group II Interest Remittance Amount. II To the extent of the Group II Interest Remittance Amount for such Payment Date: (i) concurrently, to the Holders of the Group II Notes, on a pro rata PRO RATA basis based on the entitlement of each such Class, the Monthly Interest Payable Amount and the Unpaid Interest Shortfall Amount, if any, for each such Class; and (ii) to the Holders of the Group I Notes, an amount equal to the excess, if any, of (x) the amount required to be paid pursuant to Section 5.03(b)(I)(i) above for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group I Interest Remittance Amount.

Payments from the Payment Account. (a) The Indenture Trustee On each Payment Date, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall withdraw amounts on deposit into in the Payment Account, without duplication, upon receipt, (i) the proceeds of any liquidation of the assets of the Issuer, (ii) the Servicer Remittance Amount remitted by the Servicer together with any Substitution Amounts, Account and any Loan Purchase Price amounts received by the Indenture Trustee and (iii) amounts withdrawn from the Pre-Funding Accounts pursuant to shall apply such amount as specified in this Section 5.01 for deposit into the Payment Account7.7. (b) On each Payment Date, from amounts other than a date on deposit in which an Indenture Event of Default has occurred and is continuing, the Payment Account, net of an amount equal to any unreimubursed expenses and indemnities due and owing to Securities Administrator (or the Indenture Trustee pursuant to Section 6.07 Paying Agent on behalf of the Indenture and payment to the Credit Risk Manager an amount equal to the Credit Risk Manager Fee for such Payment Date, the Indenture Trustee shall make Securities Administrator) will pay the following allocationsamounts, disbursements and transfers in the following order of priority, and each such allocationout of the Interest Proceeds, transfer and disbursement shall be treated as having occurred only after all preceding allocationsif any, transfers and disbursements have occurred: I. To to the extent of available, based solely on the Group I Interest Remittance Amount for such Payment Dateinformation from the Servicer Report: (i) the Group 1 Interest Proceeds: (A) first: to pay the Custodian, the Indenture Trustee and the Owner Trustee, in that order, extraordinary costs, liabilities and expenses as provided herein with respect to the Holders of Group 1 Mortgage Loans or if such amounts are not related solely to the Group I Class A-1 Notes, the pro rata portion of such amounts based on the Class Principal Amounts of the Notes, and thereafter, previously unreimbursed extraordinary costs, liabilities and expenses of such parties as provided herein with respect to the Group 2 Mortgage Loans remaining unpaid after application of Group 2 Interest Proceeds pursuant to clause (ii)(A) below; provided, that the cumulative amount paid under this clause (i)(A) and clause (ii)(A) below may not, in the aggregate, exceed $100,000 in any twelve (12) consecutive month period; (B) second, to pay to the Note Insurer the Monthly Insurance Premium (and any previously unpaid premiums) with respect to the Group 1 Mortgage Loans and thereafter, any Monthly Insurance Premium (and any previously unpaid premiums) with respect to the Group 2 Mortgage Loans remaining unpaid after application of Group 2 Interest Payable Amount Proceeds pursuant to clause (ii)(B) below; (C) third: to pay Current Interest to the holders of the Class A-1 Notes and thereafter, any Current Interest to the holders of the Class A-2 Notes remaining unpaid after application of Group 2 Interest Proceeds pursuant to clause (ii)(C) below; (D) fourth: to reimburse the Note Insurer for any amounts due to the Note Insurer pursuant to the Note Insurance Agreement (other than draws of principal or interest) related to the Class A-1 Notes or if such amounts due to the Note Insurer are not related solely to the Class A-1 Notes, the pro rata portion of such amounts based on the Class Principal Amounts of the Notes, and thereafter, any such amounts remaining unpaid after application of Group 2 Interest Proceeds pursuant to clause (ii)(D) below; (E) fifth: to reimburse the Note Insurer for any amounts previously paid by it as interest on the Class A-1 Notes, together with interest thereon at the Prime Rate plus 2% per annum, compounded monthly, and thereafter, to reimburse the Note Insurer for any amounts previously paid by it as interest on the Class A-2 Notes, together with interest thereon at the Prime Rate plus 2% per annum, compounded monthly, to the extent remaining unpaid after application of Group 2 Interest Proceeds pursuant to clause (ii)(E) below; (F) sixth: to pay to the Custodian, the Indenture Trustee and the Unpaid Owner Trustee, in that order, previously unreimbursed extraordinary costs, liabilities and expenses, as provided herein to the extent not paid under clause (i)(A) above whether as a result of the amount limitation imposed thereunder or otherwise, and thereafter, previously unreimbursed extraordinary costs, liabilities and expenses, as provided herein, to the extent not paid under clause (ii)(F) below; and (G) seventh, for application as part of Group 1 Monthly Excess Cash Flow for such Payment Date pursuant to Section 7.7(d)(i), any such Group 1 Interest Shortfall AmountProceeds remaining after application of clauses (i)(A) through (i)(F) above. (ii) the Group 2 Interest Proceeds: (A) first: to pay the Custodian, the Indenture Trustee and the Owner Trustee, in that order, extraordinary costs, liabilities and expenses as provided herein with respect to the Group 2 Mortgage Loans or if such amounts are not related solely to the Class A-2 Notes, the pro rata portion of such amount based on the Class Principal Amounts of the Notes, and thereafter, previously unreimbursed extraordinary costs, liabilities and expenses of such parties as provided herein with respect to the Group 1 Mortgage Loans remaining unpaid after application of Group 1 Interest Proceeds pursuant to clause (i)(A) above; provided, that the cumulative amount paid under this clause (ii)(A) and clause (i)(A) may not, in the aggregate, exceed $100,000 in any twelve consecutive month period; (B) second: to pay to the Note Insurer the Monthly Insurance Premium (and any previously unpaid premiums) with respect to the Group 2 Mortgage Loans, and thereafter, any Monthly Insurance Premium (and any previously unpaid premiums) with respect to the Group 1 Mortgage Loans remaining unpaid after application of Group 1 Interest Proceeds pursuant to clause (i)(B) above; (C) third: to pay Current Interest to the holders of the Class A-2 Notes and thereafter, any Current Interest to the holders of the Class A-1 Notes remaining unpaid after application of Group 1 Interest Proceeds pursuant to clause (i)(C) above; (D) fourth: to reimburse the Note Insurer for any amounts due to the Note Insurer pursuant to the Note Insurance Agreement (other than draws of principal or interest) related to the Class A-2 Notes or if such amounts due to the Note Insurer are not related solely to the Class A-2 Notes, the pro rata portion of such amounts based on the Class Principal Amounts of the Notes, and thereafter, any such amounts remaining unpaid after application of Group 1 Interest Proceeds pursuant to clause (i)(D) above; (E) fifth, to reimburse the Note Insurer for any amounts previously paid by it as interest on the Class A-2 Notes, together with interest thereon at the Prime Rate plus 2% per annum, compounded monthly, and thereafter, to reimburse the Note Insurer for any amounts previously paid by it as interest on the Class A-1 Notes, together with interest thereon at the Prime Rate plus 2% per annum, compounded monthly, to the extent remaining unpaid with respect to the Class A-1 Notes after application of Group 1 Interest Proceeds pursuant to clause (i)(E) above; (F) sixth: to pay the Custodian, the Indenture Trustee and the Owner Trustee, in that order, previously unreimbursed extraordinary costs, liabilities and expenses, as provided herein, to the extent not paid under clause (ii)(A) above whether as a result of the amount limitation imposed thereunder or otherwise, and thereafter, previously unreimbursed extraordinary costs, liabilities and expenses, as provided herein to the extent not paid under clause (i)(F) above; and (G) seventh; for application as part of Group 2 Monthly Excess Cash Flow for such Payment Date pursuant to Section 7.7(d)(ii), any such Group 2 Interest Proceeds remaining after application of clauses (ii)(A) through (ii)(F) above. (c) On each Payment Date, other than a date on which an Indenture Event of Default has occurred and is continuing, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall pay the following amounts, in the following order of priority, out of the Principal Proceeds, if any, to the extent available: (i) the Group 1 Principal Proceeds: (A) first: to the holders of the Class A-1 Notes, the Class A-1 Principal Payment Amount until the Class Principal Amount of such Class A-1 Notes has been reduced to zero; and (B) second: for application as part of the Group 1 Monthly Excess Cashflow pursuant to Section 7.7(d)(i) for such ClassPayment Date, any such Group 1 Principal Proceeds remaining after application of clause (i)(A) above. (ii) the Group 2 Principal Proceeds: (A) first: to the holders of the Class A-2 Notes, the Class A-2 Principal Payment Amount until the Class Principal Amount of such Class A-2 Notes has been reduced to zero; and (B) second: for application as part of the Group 2 Monthly Excess Cashflow pursuant to Section 7.7(d)(ii) for such Payment Date, any such Group 2 Principal Proceeds remaining after application of clause (ii)(A) above. (d) On each Payment Date, other than a date on which an Indenture Event of Default has occurred and is continuing, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall apply the Monthly Excess Cashflow in the following order of priority, to the extent available: (i) the Group 1 Monthly Excess Cashflow, if any: (A) first: to pay any unpaid Current Interest to the holders of the Class A-1 Notes and thereafter any Current Interest to the holders of the Class A-2 Notes remaining unpaid after application of the Group 2 Monthly Excess Cashflow pursuant to clause (ii)(A) below; (B) second: to pay the Group 1 Overcollateralization Deficiency Amount in reduction of the Class Principal Amount of the Class A-1 Notes, and thereafter, the Group 2 Overcollateralization Deficiency Amount in reduction of the Class Principal Amount of the Class A-2 Notes to the extent remaining unpaid after application of the Group 2 Monthly Excess Cashflow pursuant to clause (ii)(B) below; (C) third: without duplication, to reimburse the Note Insurer for any amounts previously paid by it to the Class A-1 Notes together with interest thereon at the Prime Rate plus 2% per annum, compounded monthly, and any other amounts due to the Note Insurer pursuant to the Note Insurance Agreement related to the Class A-1 Notes or if such amounts due to the Note Insurer are not related solely to the Class A-1 Notes, the pro rata portion of such amounts based on the Class Principal Amounts of the Notes, and thereafter, to reimburse the Note Insurer for any amounts remaining unpaid after application of the Group 2 Monthly Excess Cashflow pursuant to clause (ii)(C) below; (D) fourth: to pay any Basis Risk Shortfall to the Class A-1 Notes and thereafter, any Basis Risk Shortfall to the Class A-2 Notes to the extent remaining unpaid after application of the Group 2 Monthly Excess Cashflow pursuant to clause (ii)(D) below; (E) fifth: to pay to the Note Insurer a pro rata amount of the Premium Supplement, if any, due on such Payment Date (or remaining unpaid with interest thereon at the Prime Rate plus 2% per annum, compounded monthly) pursuant to the terms of the Insurance and Indemnity Agreement, based upon the aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans and the Group 2 Mortgage Loans and thereafter, any Premium Supplement payable pursuant to clause (ii)(E) below to the extent not paid pursuant to such clause; and (F) sixth: any remaining Group 1 Monthly Excess Cashflow to the holder of the Ownership Certificate. (ii) the Group 2 Monthly Excess Cashflow, if any: (A) first: to pay any unpaid Current Interest to the holders of the Class A-2 Notes and thereafter any Current Interest to the holders of the Class A-1 Notes remaining unpaid after application of the Group 1 Monthly Excess Cashflow pursuant to clause (i)(A) above; (B) second: to pay the Group 2 Overcollateralization Deficiency Amount in reduction of the Class Principal Amount of the Class A-2 Notes, and thereafter, the Group 1 Overcollateralization Deficiency Amount in reduction of the Class Principal Amount of the Class A-1 Notes to the extent remaining unpaid after application of the Group 1 Monthly Excess Cashflow pursuant to clause (i)(B) above; (C) third: without duplication, to reimburse the Note Insurer for any amounts previously paid by it to the Class A-2 Notes together with interest thereon at the Prime Rate plus 2% per annum, compounded monthly, and any other amounts due to the Note Insurer pursuant to the Note Insurance Agreement related to the Class A-2 Notes or if such amounts due to the Note Insurer are not related solely to the Class A-2 Notes, the pro rata portion of such amounts based on the Class Principal Amounts of the Notes, and thereafter, to reimburse the Note Insurer for any amounts remaining unpaid after application of the Group 1 Monthly Excess Cashflow pursuant to clause (i)(C) above; (D) fourth: to pay any Basis Risk Shortfall to the Class A-2 Notes and thereafter, any Basis Risk Shortfall to the Class A-1 Notes to the extent remaining unpaid after application of the Group 1 Monthly Excess Cashflow pursuant to clause (i)(D) above; (E) fifth: to pay to the Note Insurer a pro rata amount of the Premium Supplement, if any, due on such Payment Date (or remaining unpaid with interest thereon at the Prime Rate plus 2% per annum, compounded monthly) pursuant to the terms of the Insurance and Indemnity Agreement, based upon the aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans and the Group 2 Mortgage Loans and thereafter, any Premium Supplement payable pursuant to clause (i)(E) above to the extent not paid pursuant to such clause; and (F) sixth: any remaining Group 2 Monthly Excess Cashflow to the holder of the Ownership Certificate. (e) On the Optional Termination Date, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall pay to each Class of Notes the related Optional Termination Price therefor. (f) If the Indenture Trustee collects any money in relation to an Indenture Event of Default pursuant to Article V of the Indenture, the Indenture Trustee shall remit such funds to the Securities Administrator, which shall pay out the money in the following order: (i) first: to the Indenture Trustee, for costs or expenses, including reasonable out-of-pocket attorneys’ fees, incurred by it in connection with the enforcement of the remedies provided for in this Agreement and for any other unpaid amounts due to the Indenture Trustee hereunder, to the Securities Administrator for any amounts due and owing to it, to the Master Servicer for any amounts due and owing to it under this Agreement and the other Operative Agreements, and to the Owner Trustee, to the extent of any fees and expenses due and owing to it (including pursuant to Section 7.3 of the Owner Trust Agreement) and for any other unpaid amounts due to the Owner Trustee, and to the Note Insurer, to the extent of any fees and expenses due and owing to it and for any other unpaid amounts due to the Note Insurer hereunder or under the Insurance and Indemnity Agreement; (ii) second: to the Servicer for any fees then due and unpaid and any unreimbursed Advances; (iii) third: to the Notes, all accrued and unpaid interest thereon (including Basis Risk Shortfalls) and amounts in respect of principal according to the priorities set forth in Section 7.7 of this Agreement; provided, however, that accrued and unpaid interest (other than Basis Risk Shortfalls) shall be paid to Noteholders of each Class of Notes before any payments in respect of principal and payments in respect of principal shall be made prior to any Basis Risk Shortfall ; and (iv) fourth: to the Owner Trustee or its Paying Agent for any amounts to be distributed to the Certificateholder. The Securities Administrator may fix a record date and payment date for any payment to Noteholders pursuant to this Section 7.7(f). At least 15 days before such record date, the Securities Administrator shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid. (g) On each Payment Date, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall apply any Cap Payment, first, to pay to Noteholders of each Class of Notes for which any Basis Risk Shortfall remains unpaid after application of the Monthly Excess Cashflow pursuant to Section 7.7(d), pro rata, in reduction of any Basis Risk Shortfalls, and, second, to the holder of the Ownership Certificate. (h) On each Payment Date, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall apply any Insured Payments, first, to pay a deficiency, if any, in unpaid Current Interest payable on the Notes with respect to such Payment Date, and second, to pay the Parity Deficiency Amount with respect to such Payment Date, if any, pro rata, as follows: (i) the Group 1 Parity Deficiency Amount in reduction of the Class Principal Amount of the Class A-1 Notes; and (ii) concurrently, to the Holders of the Group II Notes, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess, if any, of (x) the amount required to be paid pursuant to Section 5.03(b)(II)(i) below for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group II Interest Remittance Amount. II To the extent of the Group II Interest Remittance Amount for such Payment Date: (i) concurrently, to the Holders of the Group II Notes, on a pro rata basis based on the entitlement of each such Class, the Monthly Interest Payable Amount and the Unpaid Interest Shortfall Amount, if any, for each such Class; and (ii) to the Holders of the Group I Notes, an amount equal to the excess, if any, of (x) the amount required to be paid pursuant to Section 5.03(b)(I)(i) above for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group I Interest Remittance Amount.

Payments from the Payment Account. (a) The Indenture Trustee shall deposit into the Payment Account, without duplication, upon receipt, (i) the proceeds of any liquidation of the assets of the Issuer, (ii) the Servicer Remittance Amount remitted by the Servicer together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Indenture Trustee and (iii) amounts withdrawn from the Pre-Funding Accounts Account pursuant to Section 5.01 for deposit into the Payment Account. (b) On each Payment Date, from amounts on deposit in the Payment Account, net of an amount equal to any unreimubursed expenses and indemnities due and owing to the Indenture Trustee pursuant to Section 6.07 of the Indenture and payment to the Credit Risk Manager an amount equal to the Credit Risk Manager Fee for such Payment DateIndenture, the Indenture Trustee shall make the following allocations, disbursements and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: I. To the extent of the Group I Interest Remittance Amount for such Payment Date: (i) to the Holders of the Group I Notes, the Monthly Interest Payable Amount and the Unpaid Interest Shortfall Amount, if any, for such Class; and (ii) concurrently, to the Holders of the Group II Notes, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess, if any, of (x) the amount required to be paid pursuant to Section 5.03(b)(II)(i) below for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group II Interest Remittance Amount. II To the extent of the Group II Interest Remittance Amount for such Payment Date: (i) concurrently, to the Holders of the Group II Class A Notes, on a pro rata PRO RATA basis based on the entitlement of each such Class, the Monthly Interest Payable Amount and the Unpaid Interest Shortfall Amount, if any, for such Payment Date and such Classes of Notes; and (ii) sequentially to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class B-1, Class B-2 and Class B-3 Notes, in that order, in an amount equal to the Monthly Interest Payable Amount for such Payment Date and each such Class; and. II. On each Payment Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, to the extent of the Principal Payment Amount for such Payment Date: (i) to the Holders of the Class G Certificates, an amount equal to any Additional Balance Advance Amount for such Payment Date; (ii) to the Holders of the Group I Class A Notes (allocated among the Class A Notes as set forth in Section 5.03(c)), the Principal Payment Amount remaining until the Note Balances thereof have been reduced to zero; and (iii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class B-1, Class B-2 and Class B-3 Notes, in that order, the Principal Payment Amount remaining in each case, until the Note Balance of each such Class has been reduced to zero. III. On each Payment Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, to the extent of the Principal Payment Amount for such Payment Date: (i) first, to the Holders of the Class G Certificates, an amount equal to any Additional Balance Advance Amount for such Payment Date; (ii) second, to the Holders of the Class A Notes (allocated among the Class A Notes as set forth in Section 5.03(c)), the Senior Principal Payment Amount for such Payment Date until the Note Balances thereof have been reduced to zero; (iii) third, to the Holders of the Class M-1 Notes, the Class M-1 Principal Payment Amount for such Payment Date until the Note Balance thereof has been reduced to zero; (iv) fourth, to the Holders of the Class M-2 Notes, the Class M-2 Principal Payment Amount for such Payment Date until the Note Balance thereof has been reduced to zero; (v) fifth, to the Holders of the Class M-3 Notes, the Class M-3 Principal Payment Amount for such Payment Date until the Note Balance thereof has been reduced to zero; (vi) sixth, to the Holders of the Class M-4 Notes, the Class M-4 Principal Payment Amount for such Payment Date until the Note Balance thereof has been reduced to zero; (vii) seventh, to the Holders of the Class M-5 Notes, the Class M-5 Principal Payment Amount for such Payment Date until the Note Balance thereof has been reduced to zero; (viii) eighth, to the Holders of the Class M-6 Notes, the Class M-6 Principal Payment Amount for such Payment Date until the Note Balance thereof has been reduced to zero; (ix) ninth, to the Holders of the Class M-7 Notes, the Class M-7 Principal Payment Amount for such Payment Date until the Note Balance thereof has been reduced to zero; (x) tenth, to the Holders of the Class M-8 Notes, the Class M-8 Principal Payment Amount for such Payment Date until the Note Balance thereof has been reduced to zero; (xi) eleventh, to the Holders of the Class B-1 Notes, the Class B-1 Principal Payment Amount for such Payment Date until the Note Balance thereof has been reduced to zero; (xii) twelfth, to the Holders of the Class B-2 Notes, the Class B-2 Principal Payment Amount for such Payment Date until the Note Balance thereof has been reduced to zero; and (xiii) thirteenth, to the Holders of the Class B-3 Notes, the Class B-3 Principal Payment Amount for such Payment Date until the Note Balance thereof has been reduced to zero. IV. On each Payment Date, to the extent of any Net Monthly Excess Cashflow for such Payment Date: (i) to the Holders of the Class or Classes of Notes then entitled to receive payments in respect of principal, in an amount equal to any Extra Principal Payment Amount, payable to such Holders as part of the Principal Payment Amount as described under Section 5.03(b)(II) and Section 5.03(b)(III) above; (ii) to the Holders of the Class A-5 Notes, up to the Allocated Realized Loss Amount; (iii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class B-1, Class B-2 and Class B-3 Notes, in that order, in each case, first up to the Unpaid Interest Shortfall Amount and second up to the Allocated Realized Loss Amount, for each such Class of Notes for such Payment Date; (iv) to the Owner Trustee for distribution to the Holders of the Class G Certificates, the Allocated Realized Loss Amount for such Class and such Payment Date; (v) to the Net WAC Rate Carryover Reserve Account, the amount of any Net WAC Rate Carryover Amounts for such Payment Date; and (vi) to the Owner Trustee, any amounts remaining in the Payment Account for payment to the Holders of the Class C Certificates and the Class R Certificates, as set forth in Section 3.11 of the Trust Agreement. (c) With respect to the Class A Notes, all principal payments will be paid sequentially, first, to the Holders of the Class A-1A Notes and the Class A-1B Notes, on a pro rata basis based on the Note Balance of each such Class, until the Note Balances of the Class A-1A and Class A-1B Notes have been reduced to zero, second, to the Holders of the Class A-2 Notes, until the Note Balance of the Class A-2 Notes has been reduced to zero, third, to the Holders of the Class A-3 Notes, until the Note Balance of the Class A-3 Notes has been reduced to zero and fourth, to the Holders of the Class A-4 Notes, until the Note Balance of the Class A-4 Notes has been reduced to zero. (d) Following the foregoing payments, an amount equal to the excess, if any, amount of (x) Subsequent Recoveries deposited into the amount required Collection Account shall be applied to be paid increase the Note Balance of the Note Balance of the Class of Notes with the Highest Priority up to the extent of such Realized Losses previously allocated to that Class of Notes pursuant to Section 5.03(b)(I)(i) above 5.06. An amount equal to the amount of any remaining Subsequent Recoveries shall be applied to increase the Note Balance of the Class of Notes with the next Highest Priority, up to the amount of such Realized Losses previously allocated to that Class of Notes pursuant to Section 5.06. Holders of such Notes will not be entitled to any payment in respect of interest on the amount of such increases for such any Accrual Period preceding the Payment Date over (y) on which such increase occurs. Any such increases shall be applied to the amount actually paid pursuant to Note Balance of each Note of such clause from the Group I Interest Remittance AmountClass in accordance with its respective Percentage Interest.

Payments from the Payment Account. (a) The Indenture Trustee shall deposit into the On each Payment AccountDate, without duplication, upon receipt, (i) the proceeds of any liquidation of the assets of the Issuer, (ii) the Servicer Remittance Amount remitted by the Servicer together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Indenture Trustee and (iiior the Paying Agent on behalf of the Indenture Trustee) shall withdraw amounts withdrawn from the Pre-Funding Accounts pursuant to Section 5.01 for on deposit into in the Payment AccountAccount and shall distribute such amount as specified in this Section 7.7. (b) On each Payment Date, from amounts on deposit in the Payment Account, net of an amount equal to any unreimubursed expenses and indemnities due and owing to the Indenture Trustee pursuant to Section 6.07 (or the Paying Agent on behalf of the Indenture and payment to Trustee) shall distribute the Credit Risk Manager an amount equal to the Credit Risk Manager Fee Interest Proceeds for such Payment Date, the Indenture Trustee shall make the following allocations, disbursements and transfers date in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: I. To priority in accordance with the extent report of the Group I Interest Remittance Amount for such Payment DateTrust Administrator: (i) to the Holders of the Group I Class A Notes, the Monthly Current Interest Payable Amount and the Unpaid Interest Shortfall Amount, if any, for such Class; and (ii) concurrently, to the Holders of the Group II Notes, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess, if any, of (x) the amount required to be paid pursuant to Section 5.03(b)(II)(i) below for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group II Interest Remittance Amount. II To the extent of the Group II Interest Remittance Amount thereon for such Payment Date: (i) concurrently, to the Holders of the Group II Notes, on a pro rata basis based on the entitlement of each such Class, the Monthly Interest Payable Amount and the Unpaid Interest Shortfall Amount, if any, for each such Class; and; (ii) to the Holders Class M Notes, Current Interest for such class for such Payment Date; (iii) to the Indenture Trustee, the Owner Trustee and the Master Servicer, previously unreimbursed extraordinary costs, liabilities and expenses to the extent provided in this Agreement; (iv) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (d) of this Section, any Interest Proceeds remaining after application pursuant to clauses (i) through (iii) above. (c) On each Payment Date, the Indenture Trustee (or the Paying Agent on behalf of the Group I Indenture Trustee) shall distribute the Principal Proceeds for such date in accordance with the report of the Trust Administrator in the following order of priority: (i) to the Class A Notes, an amount equal until the Class Principal Amount of such class has been reduced to zero; (ii) to the excessClass M Notes, if anyuntil the Class Principal Amount of such class has been reduced to zero; (iii) for application as part of Monthly Excess Cash Flow for such Payment Date, as provided in subsection (d) of (x) the amount required to be paid this Section, any such Principal Proceeds remaining after application pursuant to Section 5.03(b)(I)(iclauses (i) above and (ii) above. (d) On each Payment Date, the Indenture Trustee (or the Paying Agent on behalf of the Indenture Trustee) shall distribute the Monthly Excess Cashflow for such date in accordance with the report of the Trust Administrator in the following order of priority: (i) to the Class A Notes, any accrued and unpaid Current Interest from prior Payment Dates with respect to the Class A Notes; (ii) to the Class M Notes, any accrued and unpaid Current Interest from prior Payment Dates with respect to the Class M Notes; (iii) until the aggregate Class Principal Amount of the Notes is less than or equals the Pool Scheduled Principal Balance for such Payment Date over minus the Target Overcollateralization Amount for such Payment Date, in the following order of priority: (yA) to the Class A Notes, until the Class Principal Amount of such class has been reduced to zero; (B) to the Class M Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such class has been reduced to zero; (iv) to the Ownership Certificate, any amount actually paid remaining on such date after application pursuant to such clause from (i) above. On the Group I Interest Remittance AmountRedemption Date, the Indenture Trustee (or the Paying Agent on behalf of the Indenture Trustee) shall distribute to each Class of Securities the related Redemption Price therefor, as set forth in the Indenture.

Payments from the Payment Account. (a) The Indenture Trustee shall deposit into the Payment Account, without duplication, upon receipt, (i) the proceeds of any liquidation of the assets of the Issuer, Issuer and (ii) the Servicer Remittance Total Distribution Amount remitted by the Servicer together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Indenture Trustee and (iii) amounts withdrawn from the Pre-Funding Accounts pursuant to Section 5.01 for deposit into the Payment AccountTrustee. (b) On each Payment Date, from amounts on deposit in the Payment Account, (A)(x) net of an amount equal to (i) (a) the Indenture Trustee Fee Amount and (b) any unreimubursed unreimbursed expenses and indemnities due and owing to the Indenture Trustee pursuant to Section 6.07 of the Indenture and payment (provided, however, such amount shall not exceed $20,000 on any Payment Date nor exceed $150,000 during any Anniversary Year (excluding, for this purpose, any costs or expenses incurred by the Indenture Trustee pursuant to Section 6.01(a) in connection with any transfers of servicing); provided, further that the Indenture Trustee may be reimbursed for amounts in excess of $150,000 incurred in a given Anniversary Year in subsequent Anniversary Years, but (subject to the Credit Risk Manager an amount equal immediately preceding sentence) in no event shall more than $150,000 be reimbursed to the Credit Risk Manager Indenture Trustee per Anniversary Year) (the “Indenture Trustee Expense Amount”), (ii) the Servicing Fee for such (to the extent not already paid in accordance with Section 5.06) and the amount specified in Section 5.03(c) and (iii) the Owner Trustee Fee, (y) plus any amounts on deposit in the Policy Payment DateAccount (which amounts shall be applied pursuant to Section 5.04(c) of this Agreement), and (z) plus any amounts on deposit in the Designated Investment Income Reserve Account to the extent required to be distributed pursuant to Section 5.06(c)(i) (which amounts shall be applied pursuant to Section 5.06(c) prior to payments under this Section 5.03(b)), the Indenture Trustee shall make the following allocations, disbursements and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after the application of funds in accordance with Section 5.06 of this agreement and after all preceding allocations, transfers and disbursements have occurred: I. To the extent of the Group I Interest Remittance Amount for such Payment Date: (i) to the Holders of the Group I Notes, the Monthly Interest Payable Amount and the Unpaid Interest Shortfall Amount, if any, for such Class; and (ii) concurrently, to the Holders of the Group II Notes, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess, if any, of (x) the amount required to be paid pursuant to Section 5.03(b)(II)(i) below for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group II Interest Remittance Amount. II To the extent of the Group II Interest Remittance Amount for such Payment Date: (i) concurrently, to the Holders of the Group II Notes, on a pro rata basis based on the entitlement of each such Class, the Monthly Interest Payable Amount and the Unpaid Interest Shortfall Amount, if any, for each such Class; and (ii) to the Holders of the Group I Notes, an amount equal to the excess, if any, of (x) the amount required to be paid pursuant to Section 5.03(b)(I)(i) above for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group I Interest Remittance Amount.

Payments from the Payment Account. (a) The Indenture Trustee On each Payment Date, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall withdraw amounts on deposit into in the Payment Account, without duplication, upon receipt, (i) the proceeds of any liquidation of the assets of the Issuer, (ii) the Servicer Remittance Amount remitted by the Servicer together with any Substitution Amounts, Account and any Loan Purchase Price amounts received by the Indenture Trustee and (iii) amounts withdrawn from the Pre-Funding Accounts pursuant to shall apply such amount as specified in this Section 5.01 for deposit into the Payment Account7.7. (b) On each Payment Date, from amounts other than a date on deposit in the Payment Account, net which an Indenture Event of an amount equal to any unreimubursed expenses Default has occurred and indemnities due and owing to the Indenture Trustee pursuant to Section 6.07 of the Indenture and payment to the Credit Risk Manager an amount equal to the Credit Risk Manager Fee for such Payment Dateis continuing, the Indenture Trustee shall make Securities Administrator will pay the following allocationsamounts, disbursements and transfers in the following order of priority, out of the Interest Proceeds and each such allocationthe Interest Support Amount, transfer and disbursement shall be treated as having occurred only after all preceding allocationsif any, transfers and disbursements have occurred: I. To to the extent of available, based solely on the Group I Interest Remittance Amount for such Payment Dateinformation from the Master Servicer Report: (i) to the Holders Securities Administrator, the Custodian, the Indenture Trustee and the Owner Trustee, in that order, previously unreimbursed extraordinary costs, liabilities and expenses as provided herein; provided that the cumulative amount paid under this clause (i) may not, in the aggregate, exceed $100,000 in any twelve consecutive month period; (ii) to the holders of the Group I NotesClass A Notes pro rata by Percentage Interest, the Monthly Current Interest Payable Amount for such Class of Notes for such Payment Date; (iii) to the holders of the Class M-1 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (iv) to the holders of the Class M-2 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (v) to the holders of the Class M-3 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (vi) to the holders of the Class M-4 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (vii) to the holders of the Class M-5 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (viii) to the holders of the Class M-6 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (ix) to the holders of the Class M-7 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (x) to the holders of the Class M-8 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (xi) to the holders of the Class M-9 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (xii) to the holders of the Class M-10 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (xiii) to the holders of the Class M-11 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (xiv) to the holders of the Class M-12 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (xv) to the holders of the Class M-13 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (xvi) to the holders of the Class M-14 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (xvii) to the holders of the Class M-15 Notes pro rata by Percentage Interest, the Current Interest for such Class of Notes for such Payment Date; (xviii) to the Securities Administrator, the Custodian, the Indenture Trustee and the Unpaid Owner Trustee, in that order, previously unreimbursed extraordinary costs, liabilities and expenses as provided herein, to the extent not paid under clause (i) above, whether as a result of the amount limitation imposed thereunder or otherwise; and (xix) for application as part of Monthly Excess Cash Flow for such Payment Date pursuant to Section 7.7(d), any such Interest Shortfall Proceeds remaining after application of clauses (i) through (xviii) above. (c) On each Payment Date, other than a date on which an Indenture Event of Default has occurred and is continuing, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall pay the following amounts, in the following order of priority, out of the Principal Payment Amount, if any, to the extent available: (i) to the holders of each Class of Notes, the respective Class Principal Payment Amount for such ClassClass of Notes until the Class Principal Amount of such Class of Notes has been reduced to zero, and such Class Principal Payment Amount to be paid among the holders of each such Class of Notes pro rata by Percentage Interest; and (ii) concurrentlyafter the Class Principal Amount of all Classes of Notes has been reduced to zero, to the Holders for application as part of the Group II Notes, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess, if any, of (x) the amount required to be paid Monthly Excess Cashflow pursuant to Section 5.03(b)(II)(i7.7(d) below for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group II Interest Remittance Amount. II To the extent of the Group II Interest Remittance Amount for such Payment Date, any such Principal Payment Amount remaining after application of clause (i) above. (d) On each Payment Date, other than a date on which an Indenture Event of Default has occurred and is continuing, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall apply the Monthly Excess Cashflow in the following order of priority, to the extent available: (i) concurrentlyIf any Class Total Impairment Amount exists with respect to the Class A Notes, to pay principal to the Class A Notes in reduction of their Class Principal Amount until such Class Total Impairment Amount is reduced to zero; (ii) If any Class Total Impairment Amount exists for any Class M Notes, by order of seniority, (A) to pay principal with respect to such Class of Notes in reduction of its Class Principal Amount until its Class Current Ratio equals the Target Ratio, and (B) thereafter, to pay principal with respect to such Class of Notes and all Classes of Notes senior to such Class of Notes in reduction of their Class Principal Amounts pro rata in accordance with their Overall Target Ratios, each until such Class Total Impairment Amount is reduced to zero; (iii) To pay principal to each Class of Notes pro rata based upon their respective Target Fractions until the Target Overcollateralization Amount is achieved; (iv) To pay any Basis Risk Shortfall on the Notes sequentially in order of seniority; (v) To pay any amount of Deferred Interest sequentially in order of seniority; and (vi) Any remaining Monthly Excess Cashflow shall be paid to the Ownership Certificate. (e) On the Optional Termination Date, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall pay to each Class of Notes the related Optional Termination Price therefor. (f) If the Indenture Trustee collects any money or property in relation to an Indenture Event of Default pursuant to Article V of the Indenture, the Indenture Trustee shall pay out the money or property in the following order: (i) first: to the Indenture Trustee, for any costs or expenses, including any reasonable out-of-pocket attorneys’ fees, incurred by it in connection with the enforcement of the remedies provided for in this Section 7.5(b) and for any other unpaid amounts due to the Indenture Trustee hereunder, to the Holders Securities Administrator for any amounts due and owing to it, to the Master Servicer for any amounts due and owing to it under the Transfer and Servicing Agreement, and to the Owner Trustee, to the extent of any fees and expenses due and owing to it (including pursuant to Section 7.3 of the Group II Owner Trust Agreement) and for any other unpaid amounts due to the Owner Trustee hereunder; (ii) second: to the Master Servicer and Subservicer for any fees then due and unpaid and any unreimbursed Advances; (iii) third: to the Notes, on a pro rata basis based on all accrued and unpaid interest thereon and amounts in respect of principal according to the entitlement priorities set forth in Section 7.7 of this Agreement; provided, however, that accrued and unpaid interest shall be paid to Noteholders of each such ClassClass of Notes before any payments in respect of principal; and (iv) fourth: to the Owner Trustee or its Paying Agent for any amounts to be distributed to the Ownership Certificateholder. (g) On each Payment Date, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall apply any Cap Payment, first, to pay to Noteholders of each Class of Notes for which any Basis Risk Shortfall remains after application of the Monthly Interest Payable Amount and Excess Cashflow pursuant to Section 7.7(d), in alphanumeric order in reduction of any Basis Risk Shortfalls, and, second, to the Unpaid Interest Shortfall AmountOwnership Certificateholders. (h) On each Payment Date, the Securities Administrator (or the Paying Agent on behalf of the Securities Administrator) shall apply Prepayment Premiums, if any, for each such Class; and (ii) to the Holders of the Group I Notes, an amount equal to the excess, if any, of (x) the amount required to be paid pursuant to Section 5.03(b)(I)(i) above for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group I Interest Remittance AmountOwnership Certificateholders.

Payments from the Payment Account. (a) The Indenture Trustee shall deposit into the Payment Account, without duplication, upon receipt, (i) the proceeds of any liquidation of the assets of the Issuer, Issuer and (ii) the Servicer Remittance Total Distribution Amount remitted by the Master Servicer together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Indenture Trustee and (iii) amounts withdrawn from the Pre-Funding Accounts pursuant to Section 5.01 for deposit into the Payment AccountTrustee. (b) On each Payment Date, from amounts on deposit in the Payment Account, (A)(x) net of an amount equal to (i) (a) the Indenture Trustee Fee Amount and (b) any unreimubursed unreimbursed expenses and indemnities due and owing to the Indenture Trustee pursuant to Section 6.07 [ ] of the Indenture and payment (provided, however, such amount shall not exceed $[ ] on any Payment Date nor exceed $[ ] during any Anniversary Year (excluding, for this purpose, any costs or expenses incurred by the Indenture Trustee pursuant to Section 6.01(a) in connection with any transfers of servicing); provided, further that the Indenture Trustee may be reimbursed for amounts in excess of $[ ] incurred in a given Anniversary Year in subsequent Anniversary Years, but (subject to the Credit Risk Manager an amount equal immediately preceding sentence) in no event shall more than $[ ] be reimbursed to the Credit Risk Manager Indenture Trustee per Anniversary Year) (the “Indenture Trustee Expense Amount”), (ii) the Servicing Fee for such (to the extent not already paid in accordance with Section 5.06) and the amount specified in Section 5.03(c) and (iii) the Owner Trustee Fee, (y) plus any amounts on deposit in the Policy Payment DateAccount (which amounts shall be applied pursuant to Section 5.04(c) of this Agreement), and (z) plus any amounts on deposit in the Designated Investment Income Reserve Account to the extent required to be distributed pursuant to Section 5.06(c)(i) (which amounts shall be applied pursuant to Section 5.06(c) prior to payments under this Section 5.03(b)), the Indenture Trustee shall make the following allocations, disbursements and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after the application of funds in accordance with Section 5.06 of this agreement and after all preceding allocations, transfers and disbursements have occurred: I. To the extent of the Group I Interest Remittance Amount for such Payment Date: (i) to the Holders of the Group I Notes, the Monthly Interest Payable Amount and the Unpaid Interest Shortfall Amount, if any, for such Class; and (ii) concurrently, to the Holders of the Group II Notes, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess, if any, of (x) the amount required to be paid pursuant to Section 5.03(b)(II)(i) below for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group II Interest Remittance Amount. II To the extent of the Group II Interest Remittance Amount for such Payment Date: (i) concurrently, to the Holders of the Group II Notes, on a pro rata basis based on the entitlement of each such Class, the Monthly Interest Payable Amount and the Unpaid Interest Shortfall Amount, if any, for each such Class; and (ii) to the Holders of the Group I Notes, an amount equal to the excess, if any, of (x) the amount required to be paid pursuant to Section 5.03(b)(I)(i) above for such Payment Date over (y) the amount actually paid pursuant to such clause from the Group I Interest Remittance Amount.