Common use of Priorities of Distribution Clause in Contracts

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest TrustClass A-1, the sum of (x) all Net Swap Payments Class A-2, Class A-3 and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LE) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (G) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider (to the extent not previously paid to the Swap Provider as a Replacement Swap Provider Payment) other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related Amount, pro rata (based on the accrued and unpaid interest distributable under this clause (i)(A) to the Group I Mortgage LoansClass A-1, Class A-2 and Class A-3 Certificates), to the Class A-1 A-1, Class A-2 and Class A-3 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2AA-1, Class A-2B, Class A-2C A-2 and Class A-2D A-3 Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (CB) from any remaining Interest Remittance AmountsAmount, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance AmountsAmount, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance AmountsAmount, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (ME) from any remaining Interest Remittance AmountsAmount, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (F) from any remaining Interest Remittance Amount, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a) prior to before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:subject to clause (iv) of this Section 4.02(a), sequentially to the Class A-1, Class A-2 and Class A-3 Certificates, in that order until the respective Class Certificate Balances thereof have been reduced to zero; (b) sequentially to the Class M-1, Class M-2, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances thereof are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining plus any Senior Defaulted Swap Termination Payment received from a replacement swap provider and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, including, without limitation, the lesser of (i) any Replacement Swap Provider Payment and (ii) any Senior Defaulted Swap Termination Payment, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to Amounts for both the Group I Mortgage LoansLoan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest TrustClass A-1, the sum of (x) all Net Swap Payments Class A-2, Class A-3 and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LE) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (H) from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date), the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) from the Interest Remittance Amount related to both Loan Groups, for deposit into the Supplemental Interest TrustTrust Account, the sum amount of (x) all any Net Swap Payments and (y) any Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Swap Provider other than a Defaulted Swap Termination PaymentDerivative Counterparty, including any such amounts remaining unpaid from previous Distribution Dates; (B) concurrently, : (1) from the remaining Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 I-A Certificates, the related Accrued Certificate Senior Interest Payment Amount for such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-1 CertificatesDate; and (2) from the remaining Interest Remittance Amount related to the Group II Mortgage Loans, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, pro rata (rata, based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesunder this clause (i)(B)(2), the related Accrued Certificate Senior Interest Payment Amount for each such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (3) provided, that that, if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause in clauses (1i)(B)(1) or (2i)(B)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the Senior Interest Payment Amount to the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Group will be available to cover that shortfall;, such amounts to be allocated to those Classes experiencing such shortfall on a pro rata basis in proportion to the amounts of such shortfall; and (C) from any remaining Interest Remittance AmountsAmount after taking into account the distributions made under clauses (i)(A) and (i)(B) above, sequentially, to the each Class M-1 of Class M Certificates, in ascending order by numerical Class designation, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass and such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (aor, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) prior to (1) before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02, an amount equal to to, in the aggregate, the Principal Distribution Amount Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to clause (a)(i)(A) of this Section 4.02; (b) concurrently, (1) to the Class I-A Certificates, the Group I Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero and (2) to the Group II Certificates, the Group II Principal Payment Amount, until their respective Class Certificate Balances are reduced to zero, allocated in each case among such Classes of a Certificate Group as set forth in Section 4.02(c); (c) sequentially:, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; and

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds (including for this purpose any Senior Defaulted Swap Termination Payment to the extent received from a replacement swap provider) remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to Amounts for both the Group I Mortgage LoansLoan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a1) On each Distribution Date, the Securities Administrator shall allocate withdraw from amounts the Distribution Account the Available Distribution Amount (to the extent that such amount is then on deposit in the Distribution Account in the following order of priority Account) and shall distribute such amount to the extent of Certificates and the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates Certificate Insurer in the following order of priority: (A) With respect to the Supplemental Interest Trust, the sum portion of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Available Distribution Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest for such Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if Date consisting of the Interest Remittance Amount for either Loan Group is insufficient to make such Distribution Date, on each Distribution Date, the related payments set forth clause (1) or (2) above, any Securities Administration shall withdraw the Interest Remittance Amount relating from the Available Distribution Amount on deposit in the Distribution Account for that Distribution Date, and distribute such funds to the specified Class of Certificates that have outstanding Class Principal Balances and outstanding Notional Amounts and the Certificate Insurer, sequentially, in the following order of priority: (i) to the Class L-IO Certificates, their Interest Distribution Amount for that Distribution Date; (ii) to the Certificate Insurer, the Class A-1-W and Class A-3-W Premium for such Distribution Date; (iii) concurrently, to the Senior Certificates (other Loan Group remaining after payment of than the related Accrued Certificate Exchangeable Certificates), their respective Senior Interest Distribution Amounts and Unpaid for such Distribution Date, pro rata based on their respective Senior Interest Distribution Amounts will be available to cover that shortfallfor such Distribution Date; (Civ) from to the Certificate Insurer to pay any Reimbursement Amounts; (v) sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, their respective Subordinated Interest Distribution Amounts, in each case, to the extent of the Interest Remittance Amount remaining after distributions of interest to the Classes of Certificates with a higher payment priority; and (vi) any remaining Interest Remittance Amounts, Amount on any Distribution Date will be distributed pursuant to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (DSection 5.02(a)(1)(C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Classhereof. (ii1) (A) on On each Distribution Date (a) prior to the Stepdown Date or (b) with respect to on which a Trigger Event is in effect, to the holders Holders of each Class of Certificates and the Class or Classes of LIBOR Certificates then Certificate Insurer shall be entitled to receive payments and distributions in respect of principal as set forth below, an amount equal to from the Principal Distribution Amount Amount, respectively, in the following order of priority: (i) to the Certificate Insurer, any Class A-1-W and Class A-3-W Premium for such Distribution Date remaining unpaid after application of the Interest Remittance Amount on that Distribution Date; (ii) sequentially, to the Class A-R Certificates, until its Class Principal Balance is reduced to zero, and then to the holders of the Class A Certificates and to the Certificate Insurer pursuant to Section 5.03 hereof, until their respective Class Principal Balances and any unpaid Reimbursement Amounts to the Certificate Insurer are reduced to zero; (iii) sequentially, to the holders of the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until their respective Class Principal Balances are reduced to zero; and (iv) any remaining Principal Distribution Amount on any Distribution Date will be will be distributed pursuant to Section 5.02(a)(1)(C) hereof; or (2) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Holders of each Class of Certificates and the Certificate Insurer shall be entitled to receive payments and distributions in respect of principal from the Principal Distribution Amount, respectively, in the following order of priority: (i) to the Certificate Insurer, any Class A-1-W and Class A-3-W Premium for such Distribution Date remaining unpaid after application of the Interest Remittance Amount on that Distribution Date; (ii) to the holders of the Class A Certificates and to the Certificate Insurer, the Senior Principal Distribution Amount, allocated between the Class A Certificates and the Certificate Insurer pursuant to Section 5.03 hereof, until the aggregate Class Principal Balances of the Class A Certificates and any unpaid Reimbursement Amounts to the Certificate Insurer have been reduced to zero; (iii) to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (iv) to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (v) to the Class M-3 Certificates, the Class M-3 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (vi) to the Class M-4 Certificates, the Class M-4 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (vii) to the Class M-5 Certificates, the Class M-5 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (viii) to the Class M-6 Certificates, the Class M-6 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (ix) to the Class B-1 Certificates, the Class B-1 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; and (x) to the Class B-2 Certificates, the Class B-2 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; and (xi) to the Class B-3 Certificates, the Class B-3 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; and (xii) any remaining Principal Distribution Amount on any Distribution Date will be will be distributed pursuant to Section 5.02(a)(1)(C) hereof. (C) On each Distribution Date the remaining Net Monthly Excess Cashflow, after giving effect to the distribution of the Extra Principal Distribution Amount for that Distribution Date, shall be distributed to the Certificates in the following order of priority, in each case to the extent of the amounts remaining: (i) to the Class M-1 Certificates, the related Interest Carry Forward Amount; (ii) to the Class M-1 Certificates, the related Unpaid Realized Loss Amount; (iii) to the Class M-2 Certificates, the related Interest Carry Forward Amount; (iv) to the Class M-2 Certificates, the related Unpaid Realized Loss Amount; (v) to the Class M-3 Certificates, the related Interest Carry Forward Amount; (vi) to the Class M-3 Certificates, the related Unpaid Realized Loss Amount; (vii) to the Class M-4 Certificates, the related Interest Carry Forward Amount; (viii) to the Class M-4 Certificates, the related Unpaid Realized Loss Amount; (ix) to the Class M-5 Certificates, the related Interest Carry Forward Amount; (x) to the Class M-5 Certificates, the related Unpaid Realized Loss Amount; (xi) to the Class M-6 Certificates, the related Interest Carry Forward Amount; (xii) to the Class M-6 Certificates, the related Unpaid Realized Loss Amount; (xiii) to the Class B-1 Certificates, the related Interest Carry Forward Amount; (xiv) to the Class B-1 Certificates, the related Unpaid Realized Loss Amount; (xv) to the Class B-2 Certificates, the related Interest Carry Forward Amount; (xvi) to the Class B-2 Certificates, the related Unpaid Realized Loss Amount; (xvii) to the Class B-3 Certificates, the related Interest Carry Forward Amount; (xviii) to the Class B-3 Certificates, the related Unpaid Realized Loss Amount; (xix) to the Basis Risk Carry Forward Reserve Fund, the amount of any Basis Risk Carry Forward Amount for such Distribution Date and from the Basis Risk Carry Forward Reserve Fund sequentially:, first (i) concurrently, to the Class A Certificates, first pro rata, based on their respective Class Principal Balances or Notional Amounts, as applicable, to the extent needed to pay any Basis Risk Carry Forward Amount Carryover for each such Class and then, pro rata, based on any Basis Risk Carry Forward Amount Carryover for each such Class, in an amount up to the amount of any Basis Risk Carry Forward Amount remaining unpaid for such Classes of Certificates and then (ii) sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, in an amount up to the amount of any Basis Risk Carry Forward Amount for such Classes of Certificates; (xx) sequentially, first (i) concurrently, to the Class A Certificates, first pro rata, based on their respective Class Principal Balances or Notional Amounts, as applicable, to the extent needed to pay any Unpaid Interest Shortfall Amount for each such Class and then, pro rata, based on any Unpaid Interest Shortfall Amount for each such Class, in an amount up to the amount of any Unpaid Interest Shortfall Amount remaining unpaid for such Classes of Certificates and then (ii) sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, in an amount up to the amount of any Unpaid Interest Shortfall Amount for such Classes of Certificates; (xxi) to the Class OC Certificates, the Class OC Distributable Amount; and (xxii) to the holders of the Class A-R Certificates, any remaining amounts; provided that if such Distribution Date is the Distribution Date immediately following the expiration of the latest prepayment charge term or any Distribution Date thereafter, then any such remaining amounts, together with the Class P Distribution Amount, will be distributed first, to the holders of the Class P Certificates, until the Class Principal Balance thereof has been reduced to zero; and second, to the holders of the Class A-R Certificates. For the avoidance of doubt, Section 5.02(a)(1)(C) is intended to cause the Class OC Certificates to receive from amounts remaining after the application of all other clauses of Section 5.02(a)(1)(C) preceding it, an amount up to the sum of the Class OC Distributable Amount for that Distribution Date and any Class OC Distributable Amounts remaining unpaid from prior Distribution Dates and the Securities Administrator shall construe Section 5.02(a)(1)(C) as necessary so as to accomplish such result. (D) On each Distribution Date, the Class P Distribution Amount received during the related Prepayment Period will be distributed to the holders of the Class P Certificates. On the Distribution Date in October 2012, the $1,000 held in trust for the Class P Certificates will be distributed to the holders of the Class P Certificates.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Supplemental Interest Trust in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments Payment Amounts and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentPayment owed to the Swap Provider, if any; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage LoansAmounts, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Amounts, distributable to each Class of Class A Certificates), to each of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D A Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for each Class of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest A Certificates from prior Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallDates; (C) from any remaining Interest Remittance Amounts, Amounts to the Class M-1 M Certificates, the sequentially, in ascending numerical order, their Accrued Certificate Interest Distribution Amount for such Class;Interest; and (D) from any remaining Interest Remittance Amounts, Amounts to the Class M-2 B Certificates, the sequentially, in ascending numerical order, their Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassInterest. (ii) (A) on each Distribution Date (ax) prior to the Stepdown Date or (by) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates and Residual Certificates then entitled to distributions of principal as set forth belowprincipal, from Available Funds remaining after making distributions pursuant to clause (a)(i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentiallyconcurrently, to the Class R, Class RC and Class RX Certificates, pro rata, until their respective Class Certificate Balances have been reduced to zero; (2) concurrently, to the Class A Certificates, in the following order of priority:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to Amounts for both the Group I Mortgage LoansLoan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 Certificates and Class A-2 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LE) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (H) from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1 and Class A-2 Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, ▇▇▇▇▇ ▇-▇, ▇▇ass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account Interest Remittance Amount for both Loan Groups for such date in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationpriority: (i) from the Interest Remittance Amount for Loan Group 2 to the Supplemental Trustee, the Trustee Fee for such Distribution Date; (ii) from the Interest Trust and Remittance Amount for Loan Group 2, to FSA, the FSA Premium for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to the holders Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 1, first to the Trustee, then to FSA and then to the Credit Risk Manager, any Trustee Fee, FSA Premium and Credit Risk Manager Fee, respectively, remaining unpaid after giving effect to clauses (i), (ii) and (iii); (v) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (vi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to FSA, any FSA Reimbursement Amount; (vii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xi) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (x) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (v) above will be applied to the Senior Certificates as follows: (i) amounts distributed to the Class A-1 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class A-2, Class A-3, Class A-4 and Class A-IO Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Class of LIBOR Certificates Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments the Class A-1 Certificates and then to (y) any Swap Termination Payment owed the Class A-2, Class A-3 and Class A-4 Certificates, pro rata, until the respective Class Principal Balances thereof are reduced to the Swap Provider other than a Defaulted Swap Termination Paymentzero; (B) concurrentlyfrom the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (x) the Class R Certificates, then to (y) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata, and then to (z) the Class A-1 Certificates, until the respective Class Principal Balance of such classes has been reduced to zero; (ii) to FSA, any FSA Reimbursement Amounts, to the extent not otherwise paid pursuant to Section 4.02(a); (iii) to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (iv) to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (vii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (vi) above, for such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event has not occurred, the Principal Payment Amount for such date will be paid in the following order of priority: (A) from the Interest Principal Remittance Amount related derived from Loan Group 1, first to (x) the Class A-1 Certificates and then to (y) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata, the Group I Mortgage Loans1 Allocation Amount, until the respective Class Principal Balances thereof have been reduced to zero; and (B) from the Principal Remittance Amount derived from Loan Group 2, first to (x) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata, and then to (y) the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for Group 2 Allocation Amount, until the respective Class A-1 Certificates; Principal Balances thereof have been reduced to zero. (2ii) from the Interest Remittance Amount related to FSA, any FSA Reimbursement Amounts, to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts extent not otherwise paid pursuant to Section 4.02(a) and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallSection 4.02(c); (Ciii) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Div) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Ev) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mvi) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (vii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (vi) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (A) beginning on the Overcollateralization Commencement Date, until the aggregate Class Principal Balance of the Offered Certificates equals the Aggregate Loan Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effecthas occurred, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount Offered Certificates, in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 A-1A, Class A-1B, Class A-2A, Class A-2B and Class A-2C Certificates, the related Accrued Certificate t▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇te Interest Distribution Amounts Amount and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LE) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (H) from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1A, Class A-1B, Class A-2A, Class A-2B and Class A-2C Certificates, a▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇tion 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account Interest Remittance Amount for both Loan Groups for such date in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationpriority: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Supplemental Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Trust and Remittance Amount for Loan Group 2, to the holders Trustee, the Trustee Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee Fee remaining unpaid after giving effect to clause (ii); (v) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iii); (vi) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (vii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xiii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xii) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (vi) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class A-1 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class A-2, Class A-3, Class A-4, Class A-IO-1 and Class A-IO-2 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Class of LIBOR Certificates Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class A-1 Certificates and then to (y) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such classes has been reduced to zero; provided, however, that the portion otherwise allocable to the Supplemental Interest TrustClass A-4 Certificates will be distributed to the Class A-3 Certificates until the Class Principal Balance of the Class A-3 Certificates has been reduced to zero; and (B) from the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (x) the Class R Certificates, and then to (y) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balances and then to (z) the Class A-1 Certificates, until the respective Class Principal Balance of such classes has been reduced to zero; provided, however, that the portion otherwise allocable to the Class A-4 Certificates will be distributed to the Class A-3 Certificates until the Class Principal Balance of the Class A-3 Certificates has been reduced to zero; (ii) to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (iv) to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (viii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (vii) above, for such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event has not occurred, the Principal Payment Amount for such date will be paid in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class A-1 Certificates and then to (y) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance, the sum of (x) all Net Swap Payments the Group 1 Allocation Amount and (y) any Swap Termination Payment owed the component of the Principal Remittance Amount representing payments under the Interest Rate Cap Agreement to cover Realized Losses on the Group 1 Mortgage Loans, until the respective Class Principal Balance is reduced to zero; provided, however, that the portion otherwise allocable to the Swap Provider other than a Defaulted Swap Termination Payment;Class A-4 Certificates will be distributed to the Class A-3 Certificates until the Class Principal Balance of the Class A-3 Certificates has been reduced to zero; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to (x) the Group I Mortgage LoansClass A-2, Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance and then to (y) the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts sum of the Group 2 Allocation Amount and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from component of the Principal Remittance Amount representing payments under the Interest Remittance Amount related Rate Cap Agreement to cover Realized Losses on the Group II 2 Mortgage Loans, pro rata (based on until the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable respective Class Principal Balance is reduced to zero; provided, however, that the portion otherwise allocable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) A-4 Certificates will be distributed to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for A-3 Certificates until the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment Principal Balance of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available Class A-3 Certificates has been reduced to cover that shortfallzero; (Cii) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Diii) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Eiv) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fv) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mvi) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (viii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (vii) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (A) beginning on the Overcollateralization Commencement Date, until the aggregate Class Principal Balance of the Offered Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effecthas occurred, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount Offered Certificates, in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount Amounts related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and Unpaid Interest Amounts Amount for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, A-2B and Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, A-2B and Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, A-2B and Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 B-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (MK) from any remaining Interest Remittance Amounts, to the Class B-2 B-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Principal Certificates and to the Supplemental Interest Trust in the following order of priority: (Aa) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments Payment Amounts and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentPayment owed to the Swap Provider, if any; (Bb) concurrently, (1x) from the Interest Remittance Amount related allocable to the Group I Mortgage Loans, to the Class A-1 1A Certificates, the related their Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; Amounts, allocated pro rata based on their respective entitlements to those amounts and (2y) from the Interest Remittance Amount related allocable to the Group II Mortgage Loans, pro rata (based on to the Class 2A Certificates, their Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable Amounts, allocated pro rata based on their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesthose amounts; (3) provided, that if the Interest Remittance Amount for such funds allocable to either Loan Group is group of Mortgage Loans are insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating such funds allocable to the other Loan Group group remaining after payment of making the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts payments set forth above will be available to cover that shortfall; (Cc) from any remaining Interest Remittance Amounts, to the Class M-1 M Certificates, the sequentially, in ascending numerical order, their related Accrued Certificate Interest for that Distribution Amount for such Class;Date; and (Dd) from any remaining Interest Remittance Amounts, to the Class M-2 CertificatesB Certificates sequentially, the in ascending numerical order, their related Accrued Certificate Interest for that Distribution Amount for such ClassDate; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (ax) prior to the Stepdown Date or (by) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Principal Certificates and Residual Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) concurrently, to the Class R, Class RC and Class RX Certificates, pro rata, from the Principal Distribution Amount related to the Group II Mortgage Loans, until their respective Class Certificate Balances have been reduced to zero; (b) to the Class A Certificates, in the following order of priority: concurrently, (i) from the Principal Distribution Amount related to the Class 1A Certificates (based on the Class A Principal Allocation Percentage), concurrently, to the Class 1A Supersenior Certificates and 1AMZ Component, allocated pro rata, until their respective Class Certificate Balances have been reduced to zero; with the exception that if a Sequential Trigger Event is in effect, principal distributions to the Class 1A Supersenior Certificates and 1AMZ Component will be allocated sequentially to the Class 1A1 Certificates, Class 1A2 Certificates, 1A3 Component and 1AMZ Component, in that order, until their respective Class Certificate Balances have been reduced to zero. Principal distributions to the Class 1A Supersenior Certificates pursuant to this Section 4.01(a)(ii)(A)(b)(i) shall be allocated sequentially to the Class 1A1 Certificates, Class 1A2 Certificates and 1A3 Component, in that order, until their respective Class Certificate Balances have been reduced to zero. (ii) from the Principal Distribution Amount related to the Class 2A Certificates (based on the Class A Principal Allocation Percentage), concurrently, to the Class 2A Supersenior Certificates and 2AMZ Component, allocated pro rata, until their respective Class Certificate Balances have been reduced to zero; with the exception that if a Sequential Trigger Event is in effect, principal distributions to the Class 2A Supersenior Certificates and 2AMZ Component will be allocated sequentially to the Class 2A1 Certificates, 2A2 Component and 2AMZ Component, in that order, until their respective Class Certificate Balances have been reduced to zero. Principal distributions to the Class 2A Supersenior Certificates pursuant to this Section 4.01(a)(ii)(A)(b)(ii) shall be allocated sequentially to the Class 2A1 Certificates and 2A2 Component, in that order, until their respective Class Certificate Balances have been reduced to zero. provided, that if the Class Certificate Balances and component principal balances of any of the Class 1A or Class 2A Certificates is reduced to zero, then the remaining amount of principal distributions distributable to the Class A Certificates on such Distribution Date and the amount of those principal distributions on each subsequent Distribution Date will be distributed to the Class A Certificates remaining outstanding in accordance with the applicable distribution priorities in this clause (b), until their respective Class Certificate Balances have been reduced to zero; (c) from any remaining Principal Distribution Amounts, to the Class M Certificates, sequentially:, in ascending numerical order, until their respective Class Certificate Balances have been reduced to zero; and (d) from any remaining Principal Distribution Amounts, to the Class B Certificates, sequentially, in ascending numerical order, until their respective Class Certificate Balances have been reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, including, without limitation, the lesser of (i) any Replacement Swap Provider Payment and (ii) any Senior Defaulted Swap Termination Payment but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-1, Class A-2, Class A-3 and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanssuch Distribution Date, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(b), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class ▇-▇, ▇▇▇▇▇ ▇-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest TrustClass A-1, the sum of (x) all Net Swap Payments Class A-2, Class A-3, Class A-4 and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-5 Certificates, the related Accrued Certificate Interest Distribution Amounts and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LE) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (G) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Clas▇ ▇-▇, ▇▇▇▇▇ ▇-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (Ii) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate will make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) [to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to from the Interest Remittance Amount, for deposit into the Supplemental Interest TrustTrust Account, the sum amount of (x) all any Net Swap Payments and (y) any Payment or Swap Termination Payment (other than a Swap Termination Payment caused by the Swap Counterparty) owed to the Swap Provider other than a Defaulted Swap Termination PaymentCounterparty, including any such amounts unpaid from previous Distribution Dates; (B) concurrently, : (1) from the Interest Remittance Amount related to the [Group I I] Mortgage Loans, to the Class A-1 [ ] Certificates, the related Accrued Certificate Senior Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 CertificatesPayment Amount; and (2) from the Interest Remittance Amount related to the [Group II II] Mortgage Loans, to the Class [ ] and Class [ ] Certificates, pro rata rata, (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesunder this clause (i)(B)(2)) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Senior Interest Payment Amount for such Classes of such Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (3) provided, that that, if the Interest Remittance Amount for either any Loan Group is insufficient to make the related payments set forth clause in clauses (1) or i)(B)(1)or (2i)(B)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Senior Interest Distribution Amounts and Unpaid Interest Amounts Payment Amount will be available to cover that shortfall;; and (C) from any remaining Interest Remittance Amounts, sequentially, to the each Class M-1 of Class [ ] Certificates, in ascending order by numerical Class designation;] [To be modified in accordance with the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to structure of the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Classrelated transaction.] (ii) [(A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to to, in the aggregate, the Principal Distribution Payment Amount in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Swap Payment or Swap Termination Payment (other than a Swap Termination Payment caused by the Swap Counterparty) owed to the Swap Counterparty to the extent unpaid pursuant to clause (i)(A) above; (b) concurrently: (1) to the Class [ ] Certificates, the [Group I] Principal Payment Amount, until the Class Certificate Balance of the Class [ ] Certificates is reduced to zero; and (2) to the [Group II] Certificates, the [Group II] Principal Payment Amount, allocated as described in Section 4.02(c), until their respective Class Certificate Balances are reduced to zero; (c) sequentially:, to each Class of Class [ ] Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Supplemental Interest Account in the following order of priority: (A) to the Supplemental Interest TrustAccount, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, if any (to the extent not previously received by the Swap Provider other than as a Replacement Swap Provider Payment), but not including any Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; such Distribution Date, allocated pursuant to clauses (2iv) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata and (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesv) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MI) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; and (J) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date. (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class B 1, ▇▇▇▇▇ ▇ ▇ ▇▇▇ Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to from the Supplemental Interest Trust and Remittance Amount, to the holders of each Class of LIBOR Offered Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, Loans to the Class A-1 Certificates, the their related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts Amount for the Class A-1 Certificates; such Distribution Date; (2B) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable Loans to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D A-2 Certificates, the their related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts Amount for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatessuch Distribution Date; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth in clause (1A) or (2B) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Amount will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class;Class on such Distribution Date; and (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to before the related Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) concurrently: (i) the Group I Principal Distribution Amount to the Class A-1 Certificates, until their Certificate Class Balance has been reduced to zero; and (ii) the Group II Principal Distribution Amount to the Class A-2 Certificates, until their Class Certificates Balances has been reduced to zero; and (b) sequentially:, to the Class M-1, Class M-2 and Class M-3 Certificates, in that order, until their respective Class Certificate Balances thereof are reduced to zero.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall shall, solely in accordance with the information provided by the Master Servicer, allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders Holders of each Class class of LIBOR Certificates and the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentPayment owed to the Swap Provider, if any; (B) concurrently, (1) from the Interest Remittance Amount related Amount, in the following order of priority: (1) to the Group I Mortgage Loans, to holders of the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanspro rata, pro rata (based on their respective Class Certificate Balances, the Accrued Certificate Interest Distribution Amounts and any Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or each class of Class A Certificates; (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) payable from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D3) payable from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E4) payable from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F5) payable from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G6) payable from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H7) payable from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) 8) payable from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (M9) payable from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) Class on each such Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:Date;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Supplemental Interest Trust in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments Payment Amounts and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentPayment owed to the Swap Provider, if any; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage LoansAmounts, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Amounts, distributable to each Class of Class A Certificates), to each of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D A Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for each Class of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest A Certificates from prior Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallDates; (C) from any remaining Interest Remittance Amounts, Amounts to the Class M-1 M Certificates, the sequentially, in ascending numerical order, their Accrued Certificate Interest Distribution Amount for such Class;Interest; and (D) from any remaining Interest Remittance Amounts, Amounts to the Class M-2 B Certificates, the sequentially, in ascending numerical order, their Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassInterest. (ii) (A) on each Distribution Date (ax) prior to the Stepdown Date or (by) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates and Residual Certificates then entitled to distributions of principal as set forth belowprincipal, from Available Funds remaining after making distributions pursuant to clause (a)(i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentiallyconcurrently, to the Class R, Class RC and Class RX Certificates, pro rata, until their respective Class Certificate Balances have been reduced to zero; (2) to the Class A Certificates, in the following order of priority:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate will make disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts, to the Class A-1 A-1, Class A-2 and Class A-3 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanssuch Distribution Date, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MG) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (H) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining plus any Senior Defaulted Swap Termination Payment received from a replacement swap provider and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, including, without limitation, the lesser of (i) any Replacement Swap Provider Payment and (ii) any Senior Defaulted Swap Termination Payment, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to Amounts for both the Group I Mortgage LoansLoan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, ▇▇▇▇▇ ▇-▇, ▇▇ass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates and Class A-2 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (FE) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (G) to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1 and Class A-2, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LE) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (G) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1, Class A-2, Class A-3 and Class A-4 allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-1, Class A-2, Class A-3 and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanssuch Distribution Date, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, ▇▇▇▇▇ ▇-▇, ▇▇ass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining plus any Senior Defaulted Swap Termination Payment received from a replacement swap provider and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, including, without limitation, the lesser of (i) any Replacement Swap Provider Payment and (ii) any Senior Defaulted Swap Termination Payment, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmount, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance AmountsAmount, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance AmountsAmount, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance AmountsAmount, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance AmountsAmount, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance AmountsAmount, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance AmountsAmount, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance AmountsAmount, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance AmountsAmount, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amount, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Supplemental Interest Account in the following order of priority: (A) to the Supplemental Interest TrustAccount, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts, to the Class A-1 A-1, Class A-2 and Class A-3 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanssuch Distribution Date, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MG) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (J) from any remaining Interest Remittance Amounts, to the Class B-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) from the Interest Remittance Amount, to the Supplemental Interest Trust and to the holders of each Class of LIBOR Principal Certificates in the following order of priority: (A) from the Interest Remittance Amount to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the any remaining Interest Remittance Amount related to the Group I Mortgage LoansAmount, concurrently to the Class A-1 A-1, Class A-2 and Class A-3 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 A-1, Class A-2 and Class A-3 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans), allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts); (C) from any remaining Interest Remittance AmountsAmount, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance AmountsAmount, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance AmountsAmount, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance AmountsAmount, to the Class M-4 B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance AmountsAmount, to the Class M-5 B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance AmountsAmount, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (MI) from any remaining Interest Remittance AmountsAmount, to the Class B-2 B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.; (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date), the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) from the Interest Remittance Amount related to both Loan Groups, for deposit into the Supplemental Interest TrustTrust Account, the sum amount of (x) all any Net Swap Payments and (y) any Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Swap Provider other than a Defaulted Swap Termination PaymentDerivative Counterparty, including any such amounts remaining unpaid from previous Distribution Dates; (B) concurrently, : (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class I-A-1 and Class I-A-2 Certificates, pro rata, based on the amount distributable under this clause (i)(B)(1), the related Accrued Certificate Senior Interest Payment Amount for each such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-1 CertificatesDate; and (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, pro rata (rata, based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesunder this clause (i)(B)(2), the related Accrued Certificate Senior Interest Payment Amount for each such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (3) provided, that that, if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause in clauses (1i)(B)(1) or (2i)(B)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the Senior Interest Payment Amount to the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Group will be available to cover that shortfall;, such amounts to be allocated to those Classes experiencing such shortfall on a pro rata basis in proportion to the amounts of such shortfall; and (C) from any remaining Interest Remittance AmountsAmount after taking into account the distributions made under clauses (i)(A) and (i)(B) above, sequentially, to the each Class M-1 of Class M Certificates, in ascending order by numerical Class designation, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass and such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (aor, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) prior to (1) before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02, an amount equal to to, in the aggregate, the Principal Distribution Amount Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to clause (a)(i)(A) of this Section 4.02; (b) concurrently, (1) to the Group I Certificates, the Group I Principal Payment Amount, until their respective Class Certificate Balances are reduced to zero and (2) to the Group II Certificates, the Group II Principal Payment Amount, until their respective Class Certificate Balances are reduced to zero, allocated in each case among such Classes of a Certificate Group as set forth in Section 4.02(c); (c) sequentially:, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; and

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions to the Class A-3b Certificate Insurer and on the Certificates other than the Class A-3b Certificates in accordance with such allocationallocation and will hold any amounts allocated to the Class A-3b Certificates in the Distribution Account for distribution to the Holders of the Class A-3b Certificates on the Class A-3b Distribution Date: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Class A-3b Certificate Insurer in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, and to the Class-3b Certificate Insurer, the Premium Amount and any Reimbursement Amount then owing to it on account of a prior drawing relating to interest on the Class A-1 A-3b Certificates; (2) from the Interest Remittance Amount related , in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv), (v) or and (2vi) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (FE) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (GF) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (HG) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LH) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MI) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (J) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal and to the Class A-3b Certificate Insurer as set forth below, from amounts remaining on deposit in the Distribution Account after making allocations pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates and the Class A-3b Certificate Insurer, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; (b) to the Class A-3b Certificate Insurer, the amount of any remaining Reimbursement Amount then owing to it on account of a prior drawing relating to principal on the Class A-3b Certificates; and

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-1, Class A-2a, Class A-2b, Class A-2c and Class A-2d Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanssuch Distribution Date, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(b), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Clas▇ ▇-▇, ▇▇▇▇▇ ▇-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Supplemental Interest Account in the following order of priority: (A) to the Supplemental Interest TrustAccount, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, if any (to the extent not previously received by the Swap Provider other than as a Replacement Swap Provider Payment), but not including any Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; such Distribution Date, allocated pursuant to clauses (2iv) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata and (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesv) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date. (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, ▇▇▇▇▇ ▇-▇, ▇▇ass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Supplemental Interest Trust in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments Payment Amounts and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentPayment owed to the Swap Provider, if any; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmount, concurrently, to the Class A-1 A Certificates, the related their respective Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, allocated pro rata (based on the their respective Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2AAmounts, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallrespectively); (C) from any remaining Interest Remittance Amounts, Amounts to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (D) from any remaining Interest Remittance Amounts, Amounts to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (E) from any remaining Interest Remittance Amounts, Amounts to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (F) from any remaining Interest Remittance Amounts, Amounts to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (G) from any remaining Interest Remittance Amounts, Amounts to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, Amounts to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; and; (MI) from any remaining Interest Remittance Amounts, Amounts to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (J) from any remaining Interest Remittance Amounts to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for that Class; and (K) from any remaining Interest Remittance Amounts to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for that Class. (ii) (A) on each Distribution Date (ax) prior to the Stepdown Date or (by) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates and Residual Certificates then entitled to distributions of principal as set forth belowprincipal, from Available Funds remaining after making distributions pursuant to clause (a)(i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentiallyconcurrently, to the Class R and Class RC Certificates, pro rata, until their respective Class Certificate Balances have been reduced to zero; (2) to the Class A Certificates, in the following order of priority:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust Trust, to the Coupon Strip Reserve Account and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) sequentially (1) first, to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; and (2) second, if applicable, to the Coupon Strip Reserve Account, the Coupon Strip; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, A-2B and Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, A-2B and Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, A-2B and Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (ML) from any remaining Interest Remittance Amounts, to the Class B-2 B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account Interest Remittance Amount for both Loan Groups for such date in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationpriority: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Supplemental Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Trust and Remittance Amount for Loan Group 2, to the holders Trustee, the Trustee Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee Fee remaining unpaid after giving effect to clause (ii); (v) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iii); (vi) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (vii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xvii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xvi) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (vi) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class 1-A-1 and Class 1-A-2 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class R-II, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class A-IO-1 and Class A-IO-2 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Class of LIBOR Certificates Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments the Class 1-A-1 and Class 1-A-2 Certificates in accordance with the allocation rules set forth in (g) below, and then to (y) any Swap Termination Payment owed the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to the Swap Provider other than a Defaulted Swap Termination Payment;zero; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to the Group I Mortgage Loans, to (x) the Class A-1 R and Class R-II Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on Class Principal Balance, until the Accrued Certificate Interest Distribution Amounts respective Class Principal Balance of such Classes has been reduced to zero and Unpaid Interest Amounts distributable then to (y) the Class A-2A2-A-1, Class A-2B2-A-2, Class A-2C 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and then to (z) the Class 1-A-1 and Class A-2D 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below; (ii) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D M-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for until the Class A-2APrincipal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, until the Class A-2BPrincipal Balance of such Class has been reduced to zero; (iv) to the Class M-3 Certificates, until the Class A-2C and Principal Balance of such Class A-2D has been reduced to zero; (v) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (3xii) providedfor application as part of Monthly Excess Cashflow for such Distribution Date, that if the Interest Remittance as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) above, for either Loan Group is insufficient to make the related payments set forth clause such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) abovewith respect to which a Trigger Event has not occurred, any Interest the Principal Payment Amount for such date will be paid in the following order of priority: (A) from the Principal Remittance Amount relating to the other derived from Loan Group remaining after payment 1, sequentially, first to (x) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below, and then to (y) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, the related Accrued Certificate Interest Distribution Amounts Group 1 Allocation Amount; and (B) from the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (x) the Class 2-A-1, Class 2-A-2 and Unpaid Interest Amounts will be available Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to cover that shortfallzero, and then to (y) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below, the Group 2 Allocation Amount; (Cii) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Diii) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Eiv) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fv) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution M-4 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Gvi) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution M-5 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Hvii) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution M-6 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Iviii) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mix) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-4 Certificates, the B-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (xii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (A) beginning on the Overcollateralization Commencement Date, until the aggregate Class Principal Balance of the LIBOR Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effecthas occurred, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount LIBOR Certificates, in the following order of priority:: (aa) (i) to the extent of the Monthly Excess Interest derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below and then to (y) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, the Group 1 Excess Interest Amount; and (aii) sequentially:, first to (x) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and then to (y) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (FE) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (G) to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date), the Securities Administrator shall allocate will make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of the Class A-IO Certificates and each Class of LIBOR Certificates in the following order of priority: (A) from the Interest Remittance Amount related to both Loan Groups, for deposit into the Supplemental Interest TrustTrust Account, the sum amount of (x) all any Net Swap Payments and (y) any Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Swap Provider other than a Defaulted Swap Termination PaymentDerivative Counterparty, including any such amounts remaining unpaid from previous Distribution Dates; (B) from the Interest-Remittance Amount related to both Loan Groups, to the Class A-IO Certificates, the related Senior Interest Payment Amount for such Class; (C) concurrently, : (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 I-A Certificates, the related Accrued Certificate Senior Interest Distribution Amounts and Unpaid Interest Amounts Payment Amount for the Class A-1 Certificatessuch Class; and (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, pro rata (rata, based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesunder this clause (i)(C)(2), the related Accrued Certificate Senior Interest Payment Amount for each such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (3) provided, that that, if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause in clauses (1i)(C)(1) or (2i)(C)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the Senior Interest Payment Amount to the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Group will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, such amounts to be allocated to those Classes experiencing such shortfall on a pro rata basis in proportion to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for amounts of such Class;shortfall; and (D) from any remaining Interest Remittance AmountsAmounts related to both Loan Groups after taking into account the distributions made under clauses (i)(A) through (i)(C) above, sequentially, to the each Class M-2 of Class M Certificates, in ascending order by numerical Class designation, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass and such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (aor, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) prior to (1) before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02, an amount equal to, in the aggregate, the Principal Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to paragraph (i)(A) above; (b) concurrently: (1) to the Class I-A Certificates, the Group I Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero; and (2) to the Group II Certificates, the Group II Principal Payment Amount, allocated among such Classes as set forth in Section 4.02(c), until their respective Class Certificate Balances are reduced to zero; (c) sequentially, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; and (B) on each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) (1) on and after the Stepdown Date and (2) as long as a Trigger Event is not in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02 above, an amount equal to, in the aggregate, the Principal Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to paragraph (a)(i)(A) of this Section 4.02; (b) concurrently: (1) to the Class I-A Certificates, the Group I Senior Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero; and (2) to the Group II Certificates, the Group II Senior Principal Payment Amount, allocated as described in Section 4.02(c), until their respective Certificate Principal Balances are reduced to zero; and (c) sequentially, to each Class of Class M Certificates, in the order set forth in the definition of Class M Principal Payment Amount, the Class M Principal Payment Amount for the related Class of Class M certificates, until their respective Class Certificate Balances are reduced to zero; (iii) any amounts remaining after the distributions in paragraphs (i) and (ii) of this Section 4.02(a), plus, as specifically indicated below, from amounts on deposit in the Excess Reserve Fund Account, shall be distributed in the following order of priority: (aA) to the Class A-IO Certificates, any Senior Interest Payment Amount not paid pursuant to clause (a)(i)(B) of this Section 4.02; (B) to the Class A Certificates (other than the Class A-IO Certificates), any Senior Interest Payment Amount not paid pursuant to clause (a)(i)(C) of this Section 4.02 allocated pro rata among the classes of a Certificate Group as described in clause (a)(i)(C)(2) of this Section 4.02; (C) sequentially, to the holders of the Class M Certificates, in ascending order by numerical Class designation, first, any Interest Payment Amount for that Class not paid for such Distribution Date pursuant to clause (a)(i)(D) of this Section 4.02, second, any Interest Carry Forward Amount for that Class, and third, any Unpaid Realized Loss Amount for that Class; (D) to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date; (E) from amounts on deposit in the Excess Reserve Fund Account with respect to such Distribution Date, an amount equal to any unpaid Basis Risk Carryover Amount with respect to the LIBOR Certificates and Class A-IO Certificates for such Distribution Date, allocated in the same order and priority as set forth in clauses (a)(i)(B), (a)(i)(C) and (a)(i)(D) of this Section 4.02; (F) to the Swap Counterparty, any Swap Termination Payment resulting from a Swap Counterparty Trigger Event; (G) to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount not distributed pursuant to Sections 4.02(a)(iii)(A) through (F); and (H) to the holders of the Class R Certificates, any remaining amount; If on any Distribution Date, as a result of the foregoing allocation rules, any Class of Class A Certificates does not receive in full the related Senior Interest Payment Amount or the related Interest Carry Forward Amount, if any, then such shortfall will be allocated to the Holders of such Class, with interest thereon, on future Distribution Dates, as Interest Carry Forward Amounts, subject to the priorities described above. (b) On each Distribution Date, prior to any distributions on any other Class of Certificates, all amounts representing Prepayment Charges from the Mortgage Loans received during the related Prepayment Period shall be distributed by the Securities Administrator to the holders of the Class P Certificates. (c) Any principal distributions to the holders of the Class A Certificates (other than the Class A-IO Certificates) on any Distribution Date prior to the Stepdown Date will be allocated to the Group I Certificates and the Group II Certificates based on the Group Principal Allocation Percentage for such Certificate Group as applicable for that Distribution Date. However, if the Class Certificate Balances of the Class A Certificates in either Certificate Group are reduced to zero before the Stepdown Date, then the remaining amount of principal distributions distributable to the Class A Certificates on that Distribution Date, and the amount of those principal distributions distributable on all subsequent Distribution Dates, will be distributed to the holders of the Class A Certificates in the other Certificate Group remaining outstanding, after taking into account the related Principal Payment for that Distribution Date, in accordance with the priorities described in Section 4.02(a)(ii)(A)(b), until their Class Certificate Balances have been reduced to zero. Any distributions of principal to the Group I Certificates will be made first from payments relating to Group I Mortgage Loans and any distributions of principal to the Group II Certificates will be made first from payments relating to the Group II Mortgage Loans. If the Class Certificate Balances of the Class A Certificates in either Certificate Group are reduced to zero on or after the Stepdown Date, then the remaining amount of principal distributions distributable to the Class A Certificates on that Distribution Date, and the amount of principal distributions distributable to the Class A Certificates in all subsequent Distribution Dates, will be distributed to the Class A Certificateholders of the remaining Certificate Group in accordance with the priorities set forth in Section 4.02(a)(ii)(B)(b). Any principal distributions allocated to the Group II Certificates will be allocated as follows: (i) to the Class II-A-1 Certificates, until the Class Certificate Balance of such Class has been reduced to zero; (ii) to the Class II-A-2 Certificates, until the Class Certificate Balance of such Class has been reduced to zero; (iii) to the Class II-A-3 Certificates, until the Class Certificate Balance of such Class has been reduced to; and (iv) to the Class II-A-4 Certificates, until the Class Certificate Balance of such Class has been reduced to zero. However, on and after the Distribution Date on which the aggregate Class Certificate Balances of the Class M Certificates been reduced to zero, any principal distributions allocated to the Group II Certificates are required to be allocated pro rata, among the Classes of Group II Certificates, based upon their respective Class Certificate Balances. (d) On any Distribution Date, any Relief Act Shortfalls and Net Prepayment Interest Shortfalls for such Distribution Date shall be allocated by the Securities Administrator as a reduction in the following order: (1) First, to the amount of interest payable to the Class X Certificates; and (2) Second, pro rata, as a reduction of the Interest Payment Amount for the Class A and Class M Certificates, based on the amount of interest to which such Classes would otherwise be entitled. (e) On any Distribution Date (or any Derivative Payment Date, as applicable), the Securities Administrator shall distribute any Swap Amount and Cap Amount for such date as follows: (i) to the Derivative Counterparty, any Net Derivative Payment owed to the Derivative Counterparty pursuant to the Swap Agreement for such Derivative Payment Date to the extent not previously paid in Sections 4.02(a)(i)(A), 4.02(a)(ii)(A) or 4.02(a)(ii)(B); (ii) to the Swap Counterparty, any Swap Termination Payment not resulting from a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement for such Derivative Payment Date; (iii) to the extent not paid and in the order of priority provided in clauses (a)(i)(B), (a)(i)(C) and (a)(i)(D) of this Section 4.02, to the Class A Certificates any Senior Interest Payment Amounts, and to the Class M Certificates, in ascending order by numerical class designation, any Interest Payment Amounts; (iv) to the Class A Certificates (other than the Class A-IO Certificates) and the Class M Certificates in the order of priority set forth in clauses (a)(ii)(A)(b), (a)(ii)(A)(c), (a)(ii)(B)(b) and (a)(ii)(B)(c) of this Section 4.02, an amount necessary to maintain the Overcollateralization Target Amount for such Distribution Date after giving effect to distributions pursuant to such clauses; (v) to the extent not paid pursuant to clause (a)(iii)(C) of this Section 4.02, sequentially, to the each Class of Class M Certificates, in ascending order by numerical Class designation, first, any Interest Carry Forward Amount for that Class, and second, any Unpaid Realized Loss Amount for that Class; (vi) to the extent not paid pursuant to clause (a)(iii)(D) of this Section 4.02, to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date; (vii) to the extent not paid pursuant to clause (a)(iii)(E) of this Section 4.02, to the LIBOR Certificates and the Class A-IO Certificates, any remaining unpaid Basis Risk Carryover Amount with respect to such Certificates for that Distribution Date, allocated in the same order and priority as set forth in such clause; (viii) if applicable, to the Swap Termination Receipts Account or Cap Termination Receipts Account for application to the purchase of a replacement swap agreement or replacement cap agreement pursuant to Section 4.08; (ix) to the extent not paid pursuant to clause (a)(iii)(F) of this Section 4.02, to the Swap Counterparty, any Swap Termination Payment resulting from a Swap Counterparty Trigger Event; and (x) to the extent not paid pursuant to clause (a)(iii)(G) of this Section 4.02, to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on Interest Remittance Amount for both Loan Groups for such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates date in the following order of priority; provided, however, that distributions made pursuant to subclause (vi) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Remittance Amount for Loan Group 2, to the Trustee, the Trustee Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee Fee remaining unpaid after giving effect to clause (ii); (v) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iii); (vi) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Supplemental Interest TrustAccount, pro rata based on the sum of Interest Remittance Amount for each Loan Group, any Net Trust Swap Payment or Swap Termination Payment (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)) owed to the Swap Counterparty; (vii) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) all Net first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-8 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xviii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xx) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xxi) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xx) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (vii) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class 1-A-1 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class R-II, Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred and is continuing for that Distribution Date, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (i) below will be made on the related Swap Payments Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) first from the Principal Remittance Amount derived from Loan Group 2 and (y) then from the Principal Remittance Amount derived from Loan Group 1, to the Supplemental Interest Account any unpaid Swap Termination Payment owed to the Swap Provider other than a Defaulted Counterparty (unless the Swap Termination PaymentCounterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)); (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero and then to (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to (w) the Group I Mortgage LoansClass R and Class R-II Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such Classes has been reduced to zero, second (x) on the Distribution Date in August 2010, to the Class P Certificates, until the Class Principal Balance is reduced to zero, third to (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and fourth to (z) the Class 1-A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for until the Class A-1 Certificates; Principal Balance thereof is reduced to zero; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesiii) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D M-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for until the Class A-2APrincipal Balance of such Class has been reduced to zero; (iv) to the Class M-2 Certificates, until the Class A-2BPrincipal Balance of such Class has been reduced to zero; (v) to the Class M-3 Certificates, until the Class A-2C and Principal Balance of such Class A-2D has been reduced to zero; (vi) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class M-8 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xii) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xiii) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xiv) to the Class B-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xv) to the Class B-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (3xvi) providedfor application as part of Monthly Excess Cashflow for such Distribution Date, that if the Interest Remittance as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xv) above, for either Loan Group is insufficient to make the related payments set forth clause such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) abovewith respect to which a Trigger Event has not occurred or is not continuing for that Distribution Date, any Interest the Principal Payment Amount for such date will be paid in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (i) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) first from the Principal Remittance Amount relating derived from Loan Group 2 and then from the Principal Remittance Amount derived from Loan Group 1, to the other Loan Group remaining after payment of Supplemental Interest Account any unpaid Swap Termination Payment owed to the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallSwap Counterparty (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)); (CA) from any remaining Interest the Principal Remittance AmountsAmount derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero, and then to (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, the Group 1 Allocation Amount and the component of the Principal Remittance Amount representing payments under the Swap Agreement to cover Realized Losses on the Group 1 Mortgage Loans; and (B) from the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (x) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and then to (y) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero, the Group 2 Allocation Amount and the component of the Principal Remittance Amount representing payments under the Swap Agreement to cover Realized Losses on the Group 2 Mortgage Loans; (iii) to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Div) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Ev) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fvi) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution M-4 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Gvii) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution M-5 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Hviii) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution M-6 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Iix) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution M-7 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Jx) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution M-8 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Kxi) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mxii) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (xiii) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (xiv) to the Class B-4 Certificates, the B-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (xv) to the Class B-5 Certificates, the B-5 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (xvi) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xv) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (xvi) will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (A) until the aggregate Class Principal Balance of the LIBOR Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event has occurred and is in effectcontinuing for that Distribution Date, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount LIBOR Certificates, in the following order of priority:: (aa) (i) to the extent of the Monthly Excess Interest derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero and then to (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, the Group 1 Excess Interest Amount; and (aii) sequentially:, first to (x) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and then to (y) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to from the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates Remittance Amount, in the following order of priority: (A) to the Supplemental Interest TrustCertificate Insurer, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentPremium Amount for such Distribution Date; (B) concurrently, with equal priority of payment: (1) payable solely from the Group I Interest Remittance Amount related for that Distribution Date, to the Group I Mortgage Loans, to Holders of the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from , and to the extent that the Group I Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on is less than the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and any Unpaid Interest Amounts for the Class A-2AA-1 Certificates, payable from the Class A-2B, Class A-2C and Class A-2D A-1 Certificates; (3) provided, that if the ' pro rata portion of any Group II Interest Remittance Amount or Group III Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group that Distribution Date remaining after payment of the Accrued Certificate Interest, any Unpaid Interest Amounts and related administrative fees with respect to the Class A-2 Certificates or the Group III Class A Sequential Certificates, as applicable, to the Holders of the Class A-1 Certificates, the unpaid portion of the Accrued Certificate Interest Distribution Amounts and any Unpaid Interest Amounts will be available for the Class A-1 Certificates; (2) payable solely from the Group II Interest Remittance Amount for that Distribution Date, to cover the Holders of the Class A-2 Certificates, the Accrued Certificate Interest and any Unpaid Interest Amounts for the Class A-2 Certificates, and to the extent that shortfallthe Group II Interest Remittance Amount is less than the Accrued Certificate Interest and any Unpaid Interest Amounts for the Class A-2 Certificates, payable from the Class A-2 Certificates' pro rata portion of any Group I Interest Remittance Amount or Group III Interest Remittance Amount for that Distribution Date remaining after payment of the Accrued Certificate Interest, any Unpaid Interest Amounts and related administrative fees with respect to the Class A-1 Certificates or the Group III Class A Sequential Certificates, as applicable, to the Holders of the Class A-2 Certificates the unpaid portion of the Accrued Certificate Interest and any Unpaid Interest Amounts for the Class A-2 Certificates; and (3) payable solely from the Group III Interest Remittance Amount for that Distribution Date, to the Holders of the Group III Class A Sequential Certificates, pro rata, the Accrued Certificate Interest and any Unpaid Interest Amounts for the Group III Class A Sequential Certificates, and to the extent that the Group III Interest Remittance Amount is less than the Accrued Certificate Interest and any Unpaid Interest Amounts for the Group III Class A Sequential Certificates, payable from the Group III Class A Sequential Certificates' pro rata portion of any Group I Interest Remittance Amount or Group II Interest Remittance Amount for that Distribution Date remaining after payment of the Accrued Certificate Interest, any Unpaid Interest Amounts and related administrative fees with respect to the Class A-1 Certificates or the Class A-2 Certificates, as applicable, to the Holders of each class of the Group III Class A Sequential Certificates, pro rata, the unpaid portion of the Accrued Certificate Interest and any Unpaid Interest Amounts for the Group III Class A Sequential Certificates; (C) payable from any remaining Interest Remittance Amounts, to the Certificate Insurer, any Reimbursement Amount then owing to it on account of a prior draw relating to interest on the Class A-1 Certificates; (D) payable from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DE) payable from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Classclass on such Distribution Date; (EF) payable from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest on such Distribution Amount for such ClassDate; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) payable from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MH) payable from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (iiI) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effectpayable from any remaining Interest Remittance Amounts, to the holders of Class B-3 Certificates, the Accrued Certificate Interest for such Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal on such Distribution Amount in the following order of priority: (a) sequentially:Date;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (ib) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Principal Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 CertificatesAmount, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage LoansA certificates, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their entitlement to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C2) from any remaining Interest Remittance Amounts, to the Class M-1 CertificatesAmount, the related unpaid Accrued Certificate Interest for the Class A certificates from prior Distribution Amount for such ClassDates, allocated pro rata based on their entitlement to those amounts; (D3) from any remaining Interest Remittance AmountsAmount, to the Class M-2 CertificatesM-1 certificates, the Accrued Certificate Interest Distribution Amount for such Classthat class; (E4) from any remaining Interest Remittance AmountsAmount, to the Class M-3 CertificatesM-2 certificates, the Accrued Certificate Interest Distribution Amount for such Classthat class; (F5) from any remaining Interest Remittance AmountsAmount, to the Class M-4 CertificatesM-3 certificates, the Accrued Certificate Interest Distribution Amount for such Classthat class; (G6) from any remaining Interest Remittance AmountsAmount, to the Class M-5 CertificatesM-4 certificates, the Accrued Certificate Interest Distribution Amount for such Classthat class; (H7) from any remaining Interest Remittance AmountsAmount, to the Class M-5 certificates, the Accrued Certificate Interest for that class; (8) from any remaining Interest Remittance Amount, to the Class M-6 Certificatescertificates, the Accrued Certificate Interest Distribution Amount for such Classthat class; (I9) from any remaining Interest Remittance AmountsAmount, to the Class M-7 CertificatesB-1 certificates, the Accrued Certificate Interest Distribution Amount for such Classthat class; (J10) from any remaining Interest Remittance AmountsAmount, to the Class M-8 CertificatesB-2 certificates, the Accrued Certificate Interest Distribution Amount for such Classthat class; (K11) from any remaining Interest Remittance AmountsAmount, to the Class M-9 CertificatesB-3 certificates, the Accrued Certificate Interest Distribution Amount for such Class;that class; and (L12) from any remaining Interest Remittance AmountsAmount, to the Class B-1 CertificatesB-4 certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Classthat class. (ii) (A1) on each Distribution Date (ax) prior to the Stepdown Date or (by) with respect to which a Trigger Event is in effect, to the holders of the Class class or Classes classes of LIBOR Principal Certificates and Residual Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order or priority: (i) first, concurrently, on a pro rata basis, to the Class R, Class RC and Class RX certificates, until their respective Class Certificate Balances have been reduced to zero; (ii) sequentially, (A) concurrently, to the Class AF-6 and Class AF-7 certificates, the Class AF-6 and Class AF-7 Lockout Distribution Amount, allocated pro rata among these certificates, until their respective Class Certificate Balances have been reduced to zero, with the exception that if a Sequential Trigger Event is in effect, the Class AF-6 and Class AF-7 Lockout Distribution Amount will be allocated first, to the Class AF-6 certificates, until its Class Certificate Balance has been reduced to zero, and then to the Class AF-7 certificates, until its Class Certificate Balance has been reduced to zero; (B) sequentially to the Class AV-1, Class AF-2, Class AF-3, Class AF-4 and Class AF-5 certificates, in that order, until their respective Class Certificate Balances are reduced to zero; (C) concurrently to the Class AF-6 and Class AF-7 certificates, without regard to the Class AF-6 and Class AF-7 Lockout Distribution Amount, allocated pro rata among these certificates, until their respective certificate principal balances have been reduced to zero, with the exception that if a Sequential Trigger Event is in effect, principal distributions to the Class AF-6 and Class AF-7 certificates will be allocated first to the Class AF-6 certificates, until its certificate principal balance has been reduced to zero, and then to the Class AF-7 certificates, until its certificate principal balance has been reduced to zero; (iii) the portion of the available Principal Distribution Amount remaining after making the distributions set forth in clause (b)(1)(ii) above will be distributed sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-▇, ▇▇▇▇▇ ▇-▇, Class B-2, Class B-3 and Class B-4 certificates, in that order, until their respective Class Certificate Balances are reduced to zero; (2) on each Distribution Date (x) on and after the Stepdown Date and (y) as long as a Trigger Event is not in effect, to the holders of the class or classes of Principal Certificates then entitled to distribution of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (aA) sequentiallyto the Class A certificates, the lesser of the Principal Distribution Amount and the Class A Principal Distribution Amount, allocated sequentially as follows: (i) concurrently, to the Class AF-6 and Class AF-7 certificates, the Class AF-6 and Class AF-7 Lockout Distribution Amount, allocated pro rata among these certificates, until their respective Class Certificate Balances have been reduced to zero; (ii) sequentially to the Class AV-1, Class AF-2, Class AF-3, Class AF-4 and Class AF-5 certificates, in that order, until their respective Class Certificate Balances are reduced to zero; (iii) concurrently to the Class AF-6 and Class AF-7 certificates, without regard to the Class AF-6 and Class AF-7 Lockout Distribution Amount, allocated pro rata among these certificates, until their respective certificate principal balances have been reduced to zero; (B) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A certificates in clause (b)(2)(A) above, and (y) the Class M-1 Principal Distribution Amount, to the Class M-1 certificates, until their Class Certificate Balance is reduced to zero; (C) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A certificates in clause (b)(2)(A) above and to the Class M-1 certificates in clause (b)(2)(B) above, and (y) the Class M-2 Principal Distribution Amount, to the Class M-2 certificates, until their Class Certificate Balance is reduced to zero; (D) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A certificates in clause (b)(2)(A) above, to the Class M-1 certificates in clause (b)(2)(B) above and to the Class M-2 certificates in clause (b)(2)(C) above, and (y) the Class M-3 Principal Distribution Amount, to the Class M-3 certificates, until their Class Certificate Balance is reduced to zero; (E) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A certificates in clause (b)(2)(A) above, to the Class M-1 certificates in clause (b)(2)(B) above, to the Class M-2 certificates in clause (b)(2)(C) above and to the Class M-3 certificates in clause (b)(2)(D) above and (y) the Class M-4 Principal Distribution Amount, to the Class M-4 certificates, until their Class Certificate Balance is reduced to zero; (F) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A certificates in clause (b)(2)(A) above, to the Class M-1 certificates in clause (b)(2)(B) above, to the Class M-2 certificates in clause (b)(2)(C) above, to the Class M-3 certificates in clause (b)(2)(D) above and to the Class M-4 certificates in clause (b)(2)(E) above and (y) the Class M-5 Principal Distribution Amount, to the Class M-5 certificates, until their Class Certificate Balance is reduced to zero; (G) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A certificates in clause (b)(2)(A) above, to the Class M-1 certificates in clause (b)(2)(B) above, to the Class M-2 certificates in clause (b)(2)(C) above, to the Class M-3 certificates in clause (b)(2)(D) above, to the Class M-4 certificates in clause (b)(2)(E) above and to the Class M-5 certificates in clause (b)(2)(F) above and (y) the Class M-6 Principal Distribution Amount, to the Class M-6 certificates, until their Class Certificate Balance is reduced to zero; (H) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A certificates in clause (b)(2)(A) above, to the Class M-1 certificates in clause (b)(2)(B) above, to the Class M-2 certificates in clause (b)(2)(C) above, to the Class M-3 certificates in clause (b)(2)(D) above, to the Class M-4 certificates in clause (b)(2)(E) above, to the Class M-5 certificates in clause (b)(2)(F) above and to the Class M-6 certificates in clause (b)(2)(G) above and (y) the Class B-1 Principal Distribution Amount, to the Class B-1 certificates, until their Class Certificate Balance is reduced to zero; (I) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A certificates in clause (b)(2)(A) above, to the Class M-1 certificates in clause (b)(2)(B) above, to the Class M-2 certificates in clause (b)(2)(C) above, to the Class

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall shall, solely in accordance with the information provided by the Master Servicer, allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class class of LIBOR Certificates Certificates, the Class A-1 Certificate Insurer and the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentPayment owed to the Swap Provider, if any; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmount, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (1) to the Class A-1 Certificate Insurer, the Premium Amount for that Distribution Date; (2) concurrently, with equal priority of payment: (a) sequentially:payable solely from the Group I Interest Remittance Amount for that Distribution Date, to the holders of the Class A-1 Certificates, the Accrued Certificate Interest and any Unpaid Interest Amount for the Class A-1 Certificates, and to the extent that the Group I Interest Remittance Amount is less than the Accrued Certificate Interest and any Unpaid Interest Amount for the Class A-1 Certificates, payable from any Group II Interest Remittance Amount for that Distribution Date remaining after payment of the Accrued Certificate Interest and any Unpaid Interest Amount with respect to the Class A Sequential Certificates, to the Class A-1 Certificates, the unpaid portion of the Accrued Certificate Interest and any Unpaid Interest Amount for the Class A-1 Certificates; and (b) payable solely from the Group II Interest Remittance Amount for that Distribution Date, to the holders of the Class A Sequential Certificates pro rata, based upon their respective Class Certificate Balances, the Accrued Certificate Interest and any Unpaid Interest Amount for each class of the Class A Sequential Certificates, and to the extent that the Group II Interest Remittance Amount is less than the Accrued Certificate Interest and any Unpaid Interest Amount for the 128 Class A Sequential Certificates, payable from any Group I Interest Remittance Amount for that Distribution Date remaining after payment of the Accrued Certificate Interest and any Unpaid Interest Amount with respect to the Class A-1 Certificates, to the holders of the Class A Sequential Certificates, the unpaid portion of the Accrued Certificate Interest and any Unpaid Interest Amount for the Class A Sequential Certificates;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to from the Supplemental Interest Trust and Remittance Amounts, to the holders of each Class of LIBOR Principal Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment;concurrently: (B) concurrently, (1I) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; and (2II) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D A-2 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2AA-2 Certificates; (III) from the Interest Remittance Amount related to the Group III Mortgage Loans, pro rata (based on the accrued and unpaid interest distributable under this clause (i)(A)(III) to the Class A-2B, Class A-2C A-3A and Class A-2D A-3B Certificates), to the Class A-3A and Class A-3B Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-3A and Class A-3B Certificates; (3) provided, that if the Interest Remittance Amount for either any Loan Group is insufficient to make the related payments set forth clause (1I), (II) or (2III) above, any Interest Remittance Amount relating to the other Loan Group Groups remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that such shortfall, pursuant to the allocation set forth in clauses (iv), (v) and (vi) of this Section 4.01(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LD) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; and (ME) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (ii) (A) on each Distribution Date (a) prior to before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Principal Certificates then entitled to distributions of principal as set forth below, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentiallyconcurrently: (1) from the Principal Distribution Amount allocated to the Group I Mortgage Loans to the Class A-1 Certificates, until their Class Certificate Balance has been reduced to zero; (2) from the Principal Distribution Amount allocated to the Group II Mortgage Loans, to the Class A-2 Certificates until their Class Certificate Balance has been reduced to zero; and (3) from the Principal Distribution Amount allocated to the Group III Mortgage Loans, to the Class A-3A and Class A-3B Certificates, pro rata, (based on their respective Class Certificate Balances) until their respective Class Certificate Balance have been reduced to zero; provided, that if after making distributions pursuant to this paragraph (a) on any Distribution Date the Class Certificate Balance of any class of Class A Certificates is reduced to zero (considering the Class A-3A and Class A-3B Certificates as one Class for the purposes of this proviso only), then the remaining amount of principal distributable pursuant to this paragraph (a) to the related Class A Certificates on that Distribution Date, and the amount of principal distributable to the related Class A Certificates on all subsequent Distribution Dates pursuant to this paragraph (a), will be required to be distributed pro rata to the other Class A Certificates remaining outstanding, based on their Class Principal Balances after giving effect to principal distributions pursuant to this paragraph (a) (but without giving effect to this proviso), until their Class Certificate Balances have been reduced to zero; (b) sequentially to the Class M-1, Class M-2, Class B-1 and Class B-2 Certificates, in that order, until their respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, after the Securities withdrawals, reimbursements and payments made pursuant to Section 3.11(a), the Trust Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining: (i) Interest remittances shall be distributed as follows: (I) the Group 1 Interest Remittance Amount for such Distribution Date will be distributed in the following manner: (A) to the Holders of the Group 1 Certificates, the Current Interest and the Unpaid Interest Shortfall Amount, if any, for such Class; and (B) concurrently, to the Holders of the Group 2 Certificates, 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 distributed pursuant to clause (II)(A) below for such Distribution Date over (y) the amount actually distributed pursuant to such clause from the Group 2 Interest Remittance Amount. (II) the Group 2 Interest Remittance Amount for such Distribution Date will be distributed in the following manner: (A) concurrently, to the Holders of the Group 2 Certificates, on a pro rata basis based on the entitlement of each such Class, the Current Interest and the Unpaid Interest Shortfall Amount, if any, for each such Class; and (B) to the Holders of the Group 1 Certificates, an amount equal to the excess, if any, of (x) the amount required to be distributed pursuant to clause (I)(A) above for such Distribution Date over (y) the amount actually distributed pursuant to such clause from the Group 1 Interest Remittance Amount; and (III) following the distributions made pursuant to clauses (I) and (II) above, the remaining Group 1 Interest Remittance Amount and Group 2 Interest Remittance Amount will be distributed in the following manner: (A) first, to the Holders of the Class M1 Certificates, the related Current Interest, if any, for such Class; Fremont 2006-E Pooling & Servicing Agreement (B) second, to the Holders of the Class M2 Certificates, the related Current Interest, if any, for such Class; (C) third, to the Holders of the Class M3 Certificates, the related Current Interest, if any, for such Class; (D) fourth, to the Holders of the Class M4 Certificates, the related Current Interest, if any, for such Class; (E) fifth, to the Holders of the Class M5 Certificates, the related Current Interest, if any, for such Class; (F) sixth, to the Holders of the Class M6 Certificates, the related Current Interest, if any, for such Class; (G) seventh, to the Holders of the Class M7 Certificates, the related Current Interest, if any, for such Class; (H) eighth, to the Holders of the Class M8 Certificates, the related Current Interest, if any, for such Class; (I) ninth, to the Holders of the Class M9 Certificates, the related Current Interest, if any, for such Class; and (J) tenth, to the Holders of the Class M10 Certificates, the related Current Interest, if any, for such Class; (ii) Principal remittances shall be distributed as follows: (I) On each Distribution Date (x) prior to the Stepdown Date or (y) if a Trigger Event is in effect: (A) distributions of principal to the extent of the Group 1 Principal Distribution Amount shall be distributed in the following amounts and order of priority: (1) first, to the Holders of the Group 1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and (2) second, after taking into account the amount distributed to the Holders of the Group 2 Certificates on such Distribution Date in respect of principal, to the Holders of the Group 2 Certificates, based on the entitlement of each such Class pursuant to the priorities set forth in clause (ii)(I)(B), until the Certificate Principal Balances thereof have been reduced to zero. Fremont 2006-E Pooling & Servicing Agreement (B) Distributions in respect of principal to the extent of the Group 2 Principal Distribution Amount shall be distributed in the following amounts and order of priority: (1) first, to the Holders of the Class 2-A1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (2) second, to the Holders of the Class 2-A2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (3) third, to the Holders of the Class 2-A3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (4) fourth, to the Holders of the Class 2-A4 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and (5) fifth, after taking into account the amount distributed to the Holders of the Group 1 Certificates in respect of principal, to the Holders of the Group 1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; provided, however, that if the aggregate Certificate Principal Balance of the Group 2 Certificates exceeds the aggregate Stated Principal Balance of the Group 2 Mortgage Loans, then distributions pursuant to this clause shall be distributed concurrently, on a pro rata basis based on the Certificate Principal Balance of each applicable Class of Group 2 Certificates. (C) Distributions in respect of principal to the extent of the sum of the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount remaining undistributed for such Distribution Date after the reduction of the Certificate Principal Balance of each of the Group 1 Certificates and Group 2 Certificates to zero (after giving effect to clauses (A) and (B) above) shall be distributed in the following amounts and order of priority: (1) first, to the Holders of the Class M1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; Fremont 2006-E Pooling & Servicing Agreement (2) second, to the Holders of the Class M2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (3) third, to the Holders of the Class M3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (4) fourth, to the Holders of the Class M4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (5) fifth, to the Holders of the Class M5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (6) sixth, to the Holders of the Class M6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (7) seventh, to the Holders of the Class M7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (8) eighth, to the Holders of the Class M8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (9) ninth, to the Holders of the Class M9 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (10) tenth, to the Holders of the Class M10 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; provided, however, that if a Trigger Event is not in effect and the Senior Certificates are reduced to zero on a Distribution Date, such distributions in respect of principal will be distributed pursuant to clause (II)(C) below. (II) On each Distribution Date (x) on or after the Stepdown Date and (y) on which a Trigger Event is not in effect: (A) Distributions in respect of principal to the extent of the Group 1 Principal Distribution Amount shall be distributed in the following amounts and order of priority: Fremont 2006-E Pooling & Servicing Agreement (1) to the Holders of the Group 1 Certificates, the Group 1 Senior Principal Distribution Amount until the Certificate Principal Balance thereof have been reduced to zero; and (2) to the Holders of the Group 2 Certificates, up to an amount equal to the excess, if any, of (x) the amount required to be distributed pursuant to clause (II)(B) for each Class on such Distribution Date over (y) the amount actually distributed pursuant to clause (II)(B) for each Class from the Group 2 Principal Distribution Amount, as applicable, on such Distribution Date, shall make distributions on the Certificates to be distributed in accordance with such allocationclause (II)(B). (B) Distributions in respect of principal to the extent of the Group 2 Principal Distribution Amount shall be distributed in the following amounts and order of priority: (i1) to the Supplemental Interest Trust and Holders of the Class 2-A1 Certificates, the Group 2 Senior Principal Distribution Amount until the Certificate Principal Balance of such Class has been reduced to zero; (2) to the holders Holders of the Class 2-A2 Certificates, the Group 2 Senior Principal Distribution Amount until the Certificate Principal Balance of such Class has been reduced to zero; (3) to the Holders of the Class 2-A3 Certificates, the Group 2 Senior Principal Distribution Amount until the Certificate Principal Balance of such Class has been reduced to zero; (4) to the Holders of the Class 2-A4 Certificates, the Group 2 Senior Principal Distribution Amount until the Certificate Principal Balance of such Class has been reduced to zero; and (5) to the Holders of the Group 1 Certificates, up to an amount equal to the excess, if any, of (x) the amount required to be distributed pursuant to clause (II)(A) for each Class on such Distribution Date over (y) the amount actually distributed pursuant to clause (II)(A) for each Class from the Group 1 Principal Distribution Amount on such Fremont 2006-E Pooling & Servicing Agreement Distribution Date, to be distributed in accordance with clause (II)(A); provided, however, that if the aggregate Certificate Principal Balance of the Group 2 Certificates exceeds the Stated Principal Balance of the Group 2 Mortgage Loans, distributions pursuant to this clause will be allocated concurrently, on a pro rata basis based on the Certificate Principal Balance of each applicable Class of LIBOR Group 2 Certificates. (C) Distributions in respect of principal to the extent of the sum of the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount remaining undistributed for such Distribution Date (after giving effect to distributions pursuant to clauses (A) and (B) above) shall be distributed in the following amounts and order of priority: (1) first, sequentially, to the Holders of the Class M1, Class M2 and Class M3 Certificates, in that order, the Class M1/M2/M3 Principal Distribution Amount until the Certificate Principal Balances thereof have been reduced to zero; (2) second, to the Holders of the Class M4 Certificates, the Class M4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; (3) third, to the Holders of the Class M5 Certificates, the Class M5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; (4) fourth, to the Holders of the Class M6 Certificates, the Class M6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; (5) fifth, to the Holders of the Class M7 Certificates, the Class M7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; (6) sixth, to the Holders of the Class M8 Certificates, the Class M8 Principal Distribution Amount, until Fremont 2006-E Pooling & Servicing Agreement the Certificate Principal Balance thereof has been reduced to zero; (7) seventh, to the Holders of the Class M9 Certificates, the Class M9 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and (8) eighth, to the Holders of the Class M10 Certificates, the Class M10 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero. (iii) On each Distribution Date, the Excess Cashflow, if any, will be distributed as follows: (A) to the Servicer, Trustee, Master Servicer, Custodian or Trust Administrator any amounts to which such Persons are entitled to under this Agreement to the extent such amounts have not otherwise been paid or reimbursed; (B) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Extra Principal Distribution Amount, without taking into account amounts, if any, received under the Swap Agreement, distributable to such Holders as part of the Group 1 Principal Distribution Amount and/or the Group 2 Principal Distribution Amount; (C) sequentially, to the Holders of the Class M1 Certificates, Class M2 Certificates, Class M3 Certificates, Class M4 Certificates, Class M5 Certificates, Class M6 Certificates, Class M7 Certificates, Class M8 Certificates, Class M9 Certificates and Class M10 Certificates, in that order, in each case, first up to the Unpaid Interest Shortfall Amount for each such Class and second up to the Allocated Realized Loss Amount, for each such Class; (D) to the Net WAC Rate Carryover Reserve Account, the Net WAC Rate Carryover Amounts, if any, without taking into account amounts, if any, received under the Swap Agreement, in respect of amounts otherwise distributable to the Class C Certificates for such Distribution Date distributed in the following order of priority: (A1) concurrently, on a pro rata basis based on the remaining Net WAC Rate Carryover Amounts for Fremont 2006-E Pooling & Servicing Agreement each such Class, to the Holders of the Senior Certificates, their related Net WAC Rate Carryover Amounts; and (2) sequentially, to the Holders of the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9 and Class M10, in that order, their related Net WAC Rate Carryover Amounts; (E) to the Supplemental Interest TrustSwap Provider, from amounts otherwise distributable to the sum of (x) all Net Swap Payments and (y) Class C Certificates, any Swap Termination Payment owed to the Swap Provider other than due to a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related Provider Trigger Event pursuant to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassSwap Agreement; (F) from any remaining Interest Remittance Amounts, to the Holders of the Class M-4 C Certificates, the Accrued Certificate Interest Distribution Amount for such Class;remainder of the Class C Distributable Amount; and (G) from if such Distribution Date follows the Prepayment Period during which occurs the latest date on which a Prepayment Premium may be required to be paid in respect of any remaining Interest Remittance AmountsMortgage Loan, to the Holders of the Class M-5 P Certificates, in reduction of the Accrued Certificate Interest Distribution Amount for such Class;Principal Balance thereof, until the Certificate Principal Balance thereof is reduced to zero; and (H) from to the Holders of the Class R Certificates (in respect of the Class R-III Interest), any remaining amount from the related REMICs. If on any Distribution Date, as a result of the foregoing allocation rules, any Class of Senior Certificates does not receive the related Current Interest Remittance or the related Unpaid Interest Shortfall Amounts, if any, then that unpaid amount will be recoverable by the Holders of those Classes, with interest thereon, on future Distribution Dates, as Unpaid Interest Shortfall Amounts, subject to the Class M-6 Certificates, priorities described above. In the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to event the Class M-7 CertificatesCertificate Balance of any Class of Subordinate Certificates has been reduced to zero, the Accrued Certificate Interest Distribution Amount for such Class; (J) from that Class of Certificates shall no longer be entitled to receive any remaining Interest Remittance related unpaid Net WAC Rate Carryover Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (iib) (A) on On each Distribution Date (a) prior Date, all amounts representing Prepayment Premiums from the Mortgage Loans received during the related Prepayment Period shall be distributed to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders Holders of the Class or Classes P Certificates. Such distributions shall not be applied to reduce the Certificate Principal Balance of LIBOR the Class P Certificates. On the Distribution Date in December 2009, the Class P Certificates then shall be entitled to receive $100.00 in retirement of the principal balance of the REMIC regular interest represented by the Class P Certificates, which distribution shall be made immediately before any distributions pursuant to Section 4.02(a)(iii) on such Distribution Date. Fremont 2006-E Pooling & Servicing Agreement (c) Notwithstanding the provisions of principal as set forth belowthis Section 4.02, an amount equal if on any Distribution Date Senior Certificates related to a Loan Group are no longer outstanding, the pro rata portion of the Group 1 Principal Distribution Amount in or Group 2 Principal Distribution Amount, as applicable, otherwise allocable to such Senior Certificates will be allocated among the following order remaining group or groups of priority: (a) sequentially:Senior Certificates, on a pro rata basis based on the outstanding aggregate Certificate Principal Balance for such

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed (to the extent not previously paid to the Swap Provider as a Replacement Swap Provider Payment) other than a Defaulted Swap Termination Payment, owed to the Swap Provider with respect to that Distribution Date; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) concurrently, from any remaining Interest Remittance Amounts, pro rata (based on the Accrued Certificate Interest Distribution Amounts distributable to the Class M-8 M-8P and Class M-8D Certificates) to the Class M-8P and Class M-8D Certificates, the related Accrued Certificate Interest Distribution Amount for such Classthose Classes; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on Interest Remittance Amount for both Loan Groups for such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates date in the following order of priority; provided, however, that distributions made pursuant to subclause (vi) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Remittance Amount for Loan Group 2, to the Trustee, the Trustee Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee Fee remaining unpaid after giving effect to clause (ii); (v) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iii); (vi) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Supplemental Interest TrustAccount, pro rata based on the sum of Interest Remittance Amount for each Loan Group, any Net Trust Swap Payment and Swap Termination Payment (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)) owed to the Swap Counterparty; (vii) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) all Net first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-8 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xviii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xix) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xviii) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (vii) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class 1-A-1 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred and is continuing for that Distribution Date, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (i) below will be made on the related Swap Payments Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) first from the Principal Remittance Amount derived from Loan Group 2 and (y) then from the Principal Remittance Amount derived from Loan Group 1, to the Supplemental Interest Account any unpaid Swap Termination Payment owed to the Swap Provider other than a Defaulted Counterparty (unless the Swap Termination PaymentCounterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)); (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero and then to (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to (w) the Group I Class R Certificates, until its Class Principal Balance has been reduced to zero, second (x) on the first Distribution Date after the final Prepayment Premium on any Mortgage LoansLoan is due, to the Class P Certificates, until the Class Principal Balance is reduced to zero, third to (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and fourth to (z) the Class 1-A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for until the Class A-1 Certificates; (2) from the Interest Remittance Amount related Principal Balance thereof is reduced to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallzero; (Ciii) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, until the Accrued Certificate Interest Distribution Amount for Class Principal Balance of such ClassClass has been reduced to zero; (Div) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, until the Accrued Certificate Interest Distribution Amount for Class Principal Balance of such ClassClass has been reduced to zero; (Ev) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, until the Accrued Certificate Interest Class Principal Balance of such Class has been reduced to zero; (vi) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class M-8 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xii) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xiii) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (xiv) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xiii) above, for such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event has not occurred or is not continuing for that Distribution Date, the Principal Payment Amount for such Classdate will be paid in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (i) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) first from the Principal Remittance Amount derived from Loan Group 2 and then from the Principal Remittance Amount derived from Loan Group 1, to the Supplemental Interest Account any unpaid Swap Termination Payment owed to the Swap Counterparty (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)); (FA) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero, and then to (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, the Group 1 Allocation Amount and the component of the Principal Remittance Amount representing payments under the Swap Agreement to cover Realized Losses on the Group 1 Mortgage Loans; and (B) from the Principal Remittance Amount derived from Loan Group 2, sequentially, to, first (x) on the first Distribution Date after the final Prepayment Premium on any remaining Interest Mortgage Loan is due, the Class P Certificates, until the Class Principal Balance is reduced to zero, second (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and third (z) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero, the Group 2 Allocation Amount and the component of the Principal Remittance AmountsAmount representing payments under the Swap Agreement to cover Realized Losses on the Group 2 Mortgage Loans; (iii) sequentially, to the Class M-1, Class M-2 and Class M-3 Certificates, in that order, the M-1/M-2/M-3 Principal Payment Amount for such Distribution Date, until the respective Class Principal Balances of such Class has been reduced to zero; (iv) to the Class M-4 Certificates, the Accrued Certificate Interest Distribution M-4 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Gv) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution M-5 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Hvi) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution M-6 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Ivii) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution M-7 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Jviii) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution M-8 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Kix) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mx) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (xii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (xv) will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (A) until the aggregate Class Principal Balance of the LIBOR Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event has occurred and is in effectcontinuing for that Distribution Date, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount LIBOR Certificates, in the following order of priority:: (aa) (i) to the extent of the Monthly Excess Interest derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero and then to (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, the Group 1 Excess Interest Amount; and (aii) sequentially:, first to (x) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and then to (y) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to Amounts for both the Group I Mortgage LoansLoan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, ▇▇▇▇▇ ▇-▇, ▇▇ass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date), the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to from the Interest Remittance Amount, for deposit into the Supplemental Interest TrustTrust Account, the sum amount of (x) all any Net Swap Payments and (y) any Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Swap Provider other than a Defaulted Swap Termination PaymentDerivative Counterparty, including any such amounts remaining unpaid from previous Distribution Dates; (B) concurrently, (1) from the remaining Interest Remittance Amount related to the Group I Mortgage LoansAmount, to the Class A-1 A-1, Class A-2, Class A-3 and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesrata, the related Accrued Certificate Senior Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Payment Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment each such Class of the related Accrued Certificate Interest Certificates on such Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall;Date; and (C) from any remaining Interest Remittance AmountsAmount after taking into account the distributions made under clauses (i)(A) and (i)(B) above, sequentially, to the each Class M-1 of Class M Certificates, in ascending order by numerical Class designation, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass and such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (aor, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) prior to (1) before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02, an amount equal to to, in the aggregate, the Principal Distribution Amount Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to clause (a)(i)(A) of this Section 4.02; (b) to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, the Principal Payment Amount, until their respective Class Certificate Balances are reduced to zero, allocated as described in Section 4.02(c); (c) sequentially:, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; and

Priorities of Distribution. (a) On each Distribution Date, the Securities Trust Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to Interest remittances shall be distributed as follows: (I) the Supplemental Group 1 Interest Trust and to the holders of each Class of LIBOR Certificates Remittance Amount for such Distribution Date will be distributed in the following order of prioritymanner: (A) to the Supplemental Interest TrustHolders of the Class 1-A-1 Certificates, the sum of (x) all Net Swap Payments Current Interest and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment;Unpaid Interest Amount, if any, for such Class; and (B) concurrently, to the Holders of the Class 2-A Certificates, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess if any, of (1x) the amount required to be distributed pursuant to clause (II)(A) for such Distribution Date over (y) the amount actually distributed pursuant to such clause from the related interest remittance amount. (II) the Group 2 Interest Remittance Amount related to for such Distribution Date will be distributed in the Group I Mortgage Loansfollowing manner: (A) concurrently, to the Holders of the Class 2-A-1 Certificates, Class 2-A-2 Certificates, Class 2-A-3 and Class 2-A-4 Certificates, on a pro rata basis based on the entitlement of each such Class, the Current Interest and the Unpaid Interest Amount, if any, for each such Class; and (B) to the Holders of the Class 1-A-1 Certificates, an amount equal to the excess if any, of (x) the amount required to be distributed pursuant to clause (I)(A) for such Distribution Date over (y) the amount actually distributed pursuant to such clause from the related interest remittance amount; and (III) following the distributions made pursuant to clauses (I) and (II) above, the remaining Group 1 Interest Remittance Amount and Group 2 Interest Remittance Amount will be distributed in the following manner: (A) first, to the Holders of the Class M1 Certificates, the related Accrued Certificate Current Interest Distribution Amounts and the Unpaid Interest Amounts Amount, if any, for such Class; (B) second, to the Holders of the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D M2 Certificates, the related Accrued Certificate Current Interest Distribution Amounts and the Unpaid Interest Amounts Amount, if any, for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallsuch Class; (C) from any remaining Interest Remittance Amountsthird, to the Holders of the Class M-1 M3 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (D) from any remaining Interest Remittance Amountsfourth, to the Holders of the Class M-2 M4 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (E) from any remaining Interest Remittance Amountsfifth, to the Holders of the Class M-3 M5 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (F) from any remaining Interest Remittance Amountssixth, to the Holders of the Class M-4 M6 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (G) from any remaining Interest Remittance Amountsseventh, to the Holders of the Class M-5 M7 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (H) from any remaining Interest Remittance Amountseighth, to the Holders of the Class M-6 M8 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (I) from any remaining Interest Remittance Amountsninth, to the Holders of the Class M-7 M9 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (J) from any remaining Interest Remittance Amountstenth, to the Holders of the Class M-8 B1 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (K) from any remaining Interest Remittance Amountseleventh, to the Holders of the Class M-9 B2 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (L) from any remaining Interest Remittance Amountstwelfth, to the Holders of the Class B-1 B3 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; and (M) from any remaining Interest Remittance Amountsthirteenth, to the Holders of the Class B-2 B4 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class. (ii) Principal remittances shall be distributed as follows: (AI) on On each Distribution Date (ax) prior to the Stepdown Date or (by) with respect to which if a Trigger Event is in effect: (A) distributions of principal to the extent of the Group 1 Principal Distribution Amount shall be distributed in the following amounts and order of priority: (1) first, to the Holders of the Class 1-A-1 Certificates, until the Certificate Balance thereof has been reduced to zero; and (2) second, after taking into account the amount distributed to the Holders of the Class 2-A Certificates on such Distribution Date in respect of principal, to the holders of the Class or Classes 2-A Certificates, based on the entitlement of LIBOR Certificates then entitled each such Class pursuant to distributions the priorities set forth in clause (ii)(I)(B), until the Certificate Balances thereof have been reduced to zero. (B) Distributions in respect of principal as set forth below, an amount equal to the extent of the Group 2 Principal Distribution Amount shall be distributed in the following amounts and order of priority: (a1) sequentiallyfirst, to the Holders of the Class 2-A-1 Certificates until the Certificate Balance thereof has been reduced to zero; (2) second, to the Holders of the Class 2-A-2 Certificates until the Certificate Balance thereof has been reduced to zero; (3) third, to the Holders of the Class 2-A-3 Certificates until the Certificate Balance thereof has been reduced to zero; 139 (4) fourth, to the Holders of the Class 2-A-4 Certificates until the Certificate Balance thereof has been reduced to zero; and (5) fifth, after taking into account the amount distributed to the Holders of the Class 1-A-1 Certificates in respect of principal, to the Holders of the Class 1-A-1 Certificates, until the Certificate Balance thereof has been reduced to zero; provided, however, that if the aggregate Certificate Principal Balance of the Class 2-A Certificates exceeds the aggregate Stated Principal Balance of the Group 2 Mortgage Loans, then distributions pursuant to this clause shall be distributed concurrently, on a pro rata basis based on the Certificate Balance of each applicable Class of Class 2-A Certificates. (C) Distributions in respect of principal to the extent of the sum of the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount remaining undistributed for such Distribution Date after the reduction of the Certificate Balance of each of the Class A Certificates to zero (after giving effect to clauses (A) and (B) above) shall be distributed in the following amounts and order of priority: (1) first, to the Holders of the Class M1 Certificates, until the Certificate Balance thereof has been reduced to zero; (2) second, to the Holders of the Class M2 Certificates, until the Certificate Balance thereof has been reduced to zero; (3) third, to the Holders of the Class M3 Certificates, until the Certificate Balance thereof has been reduced to zero; (4) fourth, to the Holders of the Class M4 Certificates, until the Certificate Balance thereof has been reduced to zero; (5) fifth, to the Holders of the Class M5 Certificates, until the Certificate Balance thereof has been reduced to zero; 140 (6) sixth, to the Holders of the Class M6 Certificates, until the Certificate Balance thereof has been reduced to zero; (7) seventh, to the Holders of the Class M7 Certificates, until the Certificate Balance thereof has been reduced to zero; (8) eighth, to the Holders of the Class M8 Certificates, until the Certificate Balance thereof has been reduced to zero; (9) ninth, to the Holders of the Class M9 Certificates, until the Certificate Balance thereof has been reduced to zero; (10) tenth, to the Holders of the Class B1 Certificates, until the Certificate Balance thereof has been reduced to zero; (11) eleventh, to the Holders of the Class B2 Certificates, until the Certificate Balance thereof has been reduced to zero; (12) twelfth, to the Holders of the Class B3 Certificates, until the Certificate Balance thereof has been reduced to zero; and (13) thirteenth, to the Holders of the Class B4 Certificates, until the Certificate Balance thereof has been reduced to zero. (II) On each Distribution Date (x) on or after the Stepdown Date and (y) on which a Trigger Event is not in effect: (A) Distributions in respect of principal to the extent of the Group 1 Principal Distribution Amount shall be distributed in the following amounts and order of priority: (1) first, to the Holders of the Class 1-A-1 Certificates, the Group 1 Senior Principal Distribution Amount until the Target Senior Enhancement Percentage for such Class has been reached; and (2) second, to the Holders of the Class 2-A Certificates, up to an amount equal to the excess, if any, of (x) the amount required to be distributed 141 pursuant to clause (II)(B) for each Class on such Distribution Date over (y) the amount actually distributed pursuant to clause (II)(B) for each Class from the Group 2 Principal Distribution Amount, as applicable, on such Distribution Date, to be distributed in accordance with clause (II)(B). (B) Distributions in respect of principal to the extent of the Group 2 Principal Distribution Amount shall be distributed in the following amounts and order of priority: (1) first, to the Holders of the Class 2-A-1 Certificates, the Group 2 Senior Principal Distribution Amount until the Target Senior Enhancement Percentage for such Class has been reached; (2) second, to the Holders of the Class 2-A-2 Certificates, the Group 2 Senior Principal Distribution Amount until the Target Senior Enhancement Percentage for such Class has been reached; (3) third, to the Holders of the Class 2-A-3 Certificates, the Group 2 Senior Principal Distribution Amount until the Target Senior Enhancement Percentage for such Class has been reached; (4) fourth, to the Holders of the Class 2-A-4 Certificates, the Group 2 Senior Principal Distribution Amount until the Target Senior Enhancement Percentage for such Class has been reached; and (5) fifth, to the Holders of the Class 1-A-1 Certificates, up to an amount equal to the excess, if any, of (x) the amount required to be distributed pursuant to clause (II)(A) for each Class on such Distribution Date over (y) the amount actually distributed pursuant to clause (II)(A) for each Class from the Group 1 Principal Distribution Amount on such Distribution Date, to be distributed in accordance with clause (II)(A); provided, however, that if the aggregate Certificate Principal Balance of the Class 2-A Certificates exceeds 142 the aggregate Stated Principal Balance of the Group 2 Mortgage Loans, then distributions pursuant to this clause shall be made concurrently, on a pro-rata basis based on the Certificate Balance of each applicable Class of Class 2-A Certificates. (C) Distributions in respect of principal to the extent of the sum of the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount remaining undistributed for such Distribution Date (after giving effect to distributions pursuant to clauses (A) and (B) above) shall be distributed in the following amounts and order of priority: (1) first, to the Holders of the Class M1 Certificates, the Class M1 Principal Distribution Amount until the Credit Enhancement Percentage for such Class equals two times the initial Credit Enhancement Percentage for such class, subject to a minimum equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; (2) second, to the Holders of the Class M2 Certificates, the Class M2 Principal Distribution Amount, until the Credit Enhancement Percentage for such Class equals two times the initial Credit Enhancement Percentage for such class, subject to a minimum equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; (3) third, to the Holders of the Class M3 Certificates, the Class M3 Principal Distribution Amount, until the Credit Enhancement Percentage for such Class equals two times the initial Credit Enhancement Percentage for such class, subject to a minimum equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; (4) fourth, to the Holders of the Class M4 Certificates, the Class M4 Principal Distribution Amount, until the Credit Enhancement Percentage for such Class equals two times the initial Credit Enhancement Percentage for such class, subject to a minimum equal to 0.50% of the aggregate Stated Principal 143 Balance of the Mortgage Loans as of the Cut-off Date; (5) fifth, to the Holders of the Class M5 Certificates, the Class M5 Principal Distribution Amount, until the Credit Enhancement Percentage for such Class equals two times the initial Credit Enhancement Percentage for such class, subject to a minimum equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; (6) sixth, to the Holders of the Class M6 Certificates, the Class M6 Principal Distribution Amount, until the Credit Enhancement Percentage for such Class equals two times the initial Credit Enhancement Percentage for such class, subject to a minimum equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; (7) seventh, to the Holders of the Class M7 Certificates, the Class M7 Principal Distribution Amount, until the Credit Enhancement Percentage for such Class equals two times the initial Credit Enhancement Percentage for such class, subject to a minimum equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; (8) eighth, to the Holders of the Class M8 Certificates, the Class M8 Principal Distribution Amount, until the Credit Enhancement Percentage for such Class equals two times the initial Credit Enhancement Percentage for such class, subject to a minimum equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; (9) ninth, to the Holders of the Class M9 Certificates, the Class M9 Principal Distribution Amount, until the Credit Enhancement Percentage for such Class equals two times the initial Credit Enhancement Percentage for such class, subject to a minimum equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; 144 (10) tenth, to the Holders of the Class B1 Certificates, the Class B1 Principal Distribution Amount, until the Credit Enhancement Percentage for such Class equals two times the initial Credit Enhancement Percentage for such class, subject to a minimum equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; (11) eleventh, to the Holders of the Class B2 Certificates, the Class B2 Principal Distribution Amount, until the Credit Enhancement Percentage for such Class equals two times the initial Credit Enhancement Percentage for such class, subject to a minimum equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; (12) twelfth, to the Holders of the Class B3 Certificates, the Class B3 Principal Distribution Amount, until until the Credit Enhancement Percentage for such Class equals two times the initial Credit Enhancement Percentage for such class, subject to a minimum equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; and (13) thirteenth, to the Holders of the Class B4 Certificates, the Class B4 Principal Distribution Amount, until the Credit Enhancement Percentage for such Class equals two times the initial Credit Enhancement Percentage for such class, subject to a minimum equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (iii) On each Distribution Date, the Excess Cashflow, if any, will be distributed as follows: (A) to the Trustee, Master Servicer or Trust Administrator any amounts to which such Persons are entitled to under this Agreement to the extent such amounts have not otherwise been paid or reimbursed; (B) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Extra Principal Distribution Amount, distributable to such Holders as part of the Group 1 Principal Distribution Amount and/or the Group 2 Principal Distribution Amount; (C) to the Holders of the Class M1 Certificates, in an amount equal to the Applied Realized Loss Amount allocable to the Class M1 Certificates; (D) to the Holders of the Class M2 Certificates, in an amount equal to the Applied Realized Loss Amount allocable to the Class M2 Certificates; (E) to the Holders of the Class M3 Certificates, in an amoun

Priorities of Distribution. (a) On each Distribution Date, the Securities Trust Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to Interest remittances shall be distributed as follows: (I) the Supplemental Group 1 Interest Trust and to the holders of each Class of LIBOR Certificates Remittance Amount for such Distribution Date will be distributed in the following order of prioritymanner: (A) concurrently, to the Supplemental Interest TrustHolders of the Class 1-A-1 Certificates and Class 1-A-2 Certificates, on a pro rata basis based on the entitlement of each such Class, the sum of (x) all Net Swap Payments Current Interest and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentUnpaid Interest Amount, if any, for each such Class; (B) concurrentlyto the Holders of the Class 2-A Certificates, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess if any, of (1x) the amount required to be distributed pursuant to clause (II)(A) for such Distribution Date over (y) the amount actually distributed pursuant to such clause from the related interest remittance amount. (II) the Group 2 Interest Remittance Amount related to for such Distribution Date will be distributed in the Group I Mortgage Loansfollowing manner: (A) concurrently, to the Holders of the Class 2-A-1 Certificates, Class 2-A-2 Certificates and Class 2-A-3 Certificates, on a pro rata basis based on the entitlement of each such Class, the Current Interest and the Unpaid Interest Amount, if any, for each such Class; (B) to the Holders of the Class 1-A Certificates, 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 distributed pursuant to clause (I)(A) for Fremont 2005-B Pooling & Servicing Agreement 100 such Distribution Date over (y) the amount actually distributed pursuant to such clause from the related interest remittance amount; and (III) following the distributions made pursuant to clauses (I) and (II) above, the remaining Group 1 Interest Remittance Amount and Group 2 Interest Remittance Amount will be distributed in the following manner: (A) first, to the Holders of the Class M1 Certificates, the related Accrued Certificate Current Interest Distribution Amounts and the Unpaid Interest Amounts Amount, if any, for such Class; (B) second, to the Holders of the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D M2 Certificates, the related Accrued Certificate Current Interest Distribution Amounts and the Unpaid Interest Amounts Amount, if any, for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallsuch Class; (C) from any remaining Interest Remittance Amountsthird, to the Holders of the Class M-1 M3 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (D) from any remaining Interest Remittance Amountsfourth, to the Holders of the Class M-2 M4 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (E) from any remaining Interest Remittance Amountsfifth, to the Holders of the Class M-3 M5 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (F) from any remaining Interest Remittance Amountssixth, to the Holders of the Class M-4 M6 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (G) from any remaining Interest Remittance Amountsseventh, to the Holders of the Class M-5 M7 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (H) from any remaining Interest Remittance Amountseighth, to the Holders of the Class M-6 M8 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (I) from any remaining Interest Remittance Amountsninth, to the Holders of the Class M-7 M9 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (J) from any remaining Interest Remittance Amountstenth, to the Holders of the Class M-8 M10 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class;; and Fremont 2005-B Pooling & Servicing Agreement 101 (K) from any remaining Interest Remittance Amountseleventh, to the Holders of the Class M-9 M11 Certificates, the Accrued Certificate related Current Interest Distribution Amount for such Class; (L) from any remaining and the Unpaid Interest Remittance AmountsAmount, to the Class B-1 Certificatesif any, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) Principal remittances shall be distributed as follows: (AI) on On each Distribution Date (ax) prior to the Stepdown Date or (by) with respect to which if a Trigger Event is in effect: (A) (X) if a Trigger Event is in effect, distributions of principal to the extent of the Group 1 Principal Distribution Amount shall be distributed in the following amounts and order of priority: (1) first, to the Holders of the Class 1-A-1 Certificates, until the Certificate Balance thereof has been reduced to zero; (2) second, to the Holders of the Class 1-A-2 Certificates, until the Certificate Balance thereof has been reduced to zero; and (3) third, after taking into account the amount distributed to the Holders of the Class 2-A Certificates on such Distribution Date in respect of principal, to the holders of the Class or Classes 2-A Certificates, based on the entitlement of LIBOR Certificates then entitled each such Class pursuant to distributions of principal as the priorities set forth belowin clause (ii)(I)(B), an amount equal until the Certificate Balances thereof have been reduced to the Principal Distribution Amount in the following order of priority: (a) sequentially:zero.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) from the Interest Remittance Amounts for both Loan Groups, to the Supplemental Interest TrustClass I-A-1, Class I-A-2, Class II-A-1, Class II-A-1, Class II-A-3 and Class II-A-4 Certificates, the sum of related Senior Interest Payment Amount for such Distribution Date, in each case pursuant to the allocation set forth in clauses (xiv) all Net Swap Payments and (yv) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Paymentof this Section 4.02(a); (B) concurrently, (1) from the any remaining Interest Remittance Amount related to the Group I Mortgage LoansAmounts, to the Class A-1 M-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Payment Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest such Class on such Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallDate; (C) from any remaining Interest Remittance Amounts, to the Class M-1 M-2 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 M-3 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 M-4 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 M-5 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 M-6 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 M-7 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 M-8 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (J) from any remaining Interest Remittance Amounts, to the Class M-8 M-9 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (K) from any remaining Interest Remittance Amounts, to the Class M-9 M-10 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (L) from any remaining Interest Remittance Amounts, to the Class B-1 M-11 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such Class; andClass on such Distribution Date; (M) from any remaining Interest Remittance Amounts, to the Class B-2 M-12 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such Class.Class on such Distribution Date; (N) from any remaining Interest Remittance Amounts, to the Class M-13 Certificates, the Interest Payment Amount for such Class on such Distribution Date; and (O) from any remaining Interest Remittance Amounts, to the Class M-14 Certificates, the Interest Payment Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Payment Amount in the following order of priority: (a) sequentiallyconcurrently: 1. to the Group I Certificates, the Group I Principal Payment Amount, allocated among the classes of Group I Certificates as described in Section 4.02(c), until their respective Class Certificate Balances are reduced to zero; 2. to the Group II Certificates, the Group II Principal Payment Amount, allocated among the classes of Group II Certificates as described in Section 4.02(c), until their respective Class Certificate Balances are reduced to zero; and (b) sequentially to the Class M Certificates, in ascending order by numerical class designation, until their respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Principal Certificates and to the Supplemental Interest Account in the following order of priority: (A) from the Interest Remittance Amount, to the Supplemental Interest TrustAccount, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider (to the extent not previously received by the Swap Provider as a Replacement Swap Provider Payment) other than a Defaulted Swap Termination Payment, if any; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to Holders of the Class A-1 CertificatesI-A Certificates on a pro rata basis, the any related Accrued Certificate Interest Distribution Amounts and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanseach such Class, pro rata (based as applicable, on the Accrued Certificate Interest such Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallDate; (C) from any remaining Interest Remittance AmountsAmount, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance AmountsAmount, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance AmountsAmount, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance AmountsAmount, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance AmountsAmount, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance AmountsAmount, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance AmountsAmount, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (J) from any remaining Interest Remittance AmountsAmount, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class;Class on such Distribution Date; and (K) from any remaining Interest Remittance AmountsAmount, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a1) prior to the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders Supplemental Interest Account and to the Holders of the related Class or Classes of LIBOR Principal Certificates then entitled to distributions of principal as set forth belowprincipal, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (1) to the extent unpaid after the distributions pursuant to clause (i)(A) above, to the Supplemental Interest Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment (to the extent not previously received by the Swap Provider as a Replacement Swap Provider Payment), other than a Defaulted Swap Termination Payment, owed to the Swap Provider, if any; (2) (a) sequentially:to the Class A Certificates, allocated as described in Section 4.01(c), until the respective Class Certificate Balances thereof are reduced to zero; and (3) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Clas▇ ▇-▇, ▇▇▇▇▇ ▇-7, Class M-8, and Class M-9 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds (including for this purpose any Senior Defaulted Swap Termination Payment to the extent received from a replacement swap provider) remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 A-1, Class A-2fpt, Class A-2a, Class A-2b, Class A-2c and Class A-2d Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (L) from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on A)on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Sections 4.02(c) and (d), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (FE) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (G) to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1, Class A-2 and Class A-3 allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates and Class A-2 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any related Unpaid Interest Amounts Amount for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (FE) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (GF) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LG) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MH) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (I) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1 and Class A-2 Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, ▇▇▇▇▇ ▇-▇, ▇lass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 A-1, Class A-2A, Class A-2B and Class A-2C Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MG) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (H) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1, Class A-2A, Class A-2B and Class A-2C Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Principal Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments Payments, if any, and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts, to the Class A-1 A-1, Class A-2 and Class A-3 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest such Classes for such Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallDate; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (L) from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (M) from any remaining Interest Remittance Amounts, to the Class B-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date. (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Principal Certificates then entitled to distributions of principal as set forth below, from Available Funds remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02, until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, ▇▇▇▇▇ ▇-▇, ▇▇ass B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest TrustClass A-1, the sum of (x) all Net Swap Payments Class A-2, Class A-3 and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LE) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (G) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balancesthereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on Interest Remittance Amount for both Loan Groups for such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates date in the following order of priority; provided, however, that distributions made pursuant to subclause (vi) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Remittance Amount for Loan Group 2, to the Trustee, the Trustee Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee Fee remaining unpaid after giving effect to clause (ii); (v) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iii); (vi) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Supplemental Interest TrustAccount, pro rata based on the sum of Interest Remittance Amount for such Loan Group, any Net Trust Swap Payment or Swap Termination Payment (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)) owed to the Swap Counterparty; (vii) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) all Net first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xviii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xvii) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (vii) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class 1-A-1 and Class 1-A-2 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class R-II, Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred and is continuing for that Distribution Date, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (i) below will be made on the related Swap Payments Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) first from the Principal Remittance Amount derived from Loan Group 1 and (y) then from the Principal Remittance Amount derived from Loan Group 2, to the Supplemental Interest Account any unpaid Swap Termination Payment owed to the Swap Provider other than a Defaulted Counterparty (unless the Swap Termination PaymentCounterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)); (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 and Class 1-A-2 Certificates in accordance with the allocation rules set forth in (g) below, and then to (y) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to (w) the Group I Mortgage LoansClass R and Class R-II Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such Classes has been reduced to zero, second (x) on the Distribution Date in May 2010, to the Class A-1 P Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for until the Class A-1 Certificates; Principal Balance is reduced to zero, third to (2y) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A2-A-1, Class A-2B, Class A-2C 2-A-2 and Class A-2D 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and fourth to (z) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below; (iii) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D M-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for until the Class A-2APrincipal Balance of such Class has been reduced to zero; (iv) to the Class M-2 Certificates, until the Class A-2BPrincipal Balance of such Class has been reduced to zero; (v) to the Class M-3 Certificates, until the Class A-2C and Principal Balance of such Class A-2D has been reduced to zero; (vi) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xii) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (3xiii) providedfor application as part of Monthly Excess Cashflow for such Distribution Date, that if the Interest Remittance as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xii) above, for either Loan Group is insufficient to make the related payments set forth clause such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) abovewith respect to which a Trigger Event has not occurred or is not continuing for that Distribution Date, any Interest the Principal Payment Amount for such date will be paid in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (i) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) first from the Principal Remittance Amount relating derived from Loan Group 1 and then from the Principal Remittance Amount derived from Loan Group 2, to the other Loan Group remaining after payment of Supplemental Interest Account any unpaid Swap Termination Payment owed to the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallSwap Counterparty (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)); (CA) from any remaining Interest the Principal Remittance AmountsAmount derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below, and then to (y) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, the Group 1 Allocation Amount and the component of the Principal Remittance Amount representing payments under the Swap Agreement to cover Realized Losses on the Group 1 Mortgage Loans; and (B) from the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (x) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and then to (y) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below, the Group 2 Allocation Amount and the component of the Principal Remittance Amount representing payments under the Swap Agreement to cover Realized Losses on the Group 2 Mortgage Loans; (iii) to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Div) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Ev) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fvi) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution M-4 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Gvii) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution M-5 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Hviii) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution M-6 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Iix) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution M-7 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Jx) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mxi) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (xii) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (xiii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xii) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (xiii) will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (A) until the aggregate Class Principal Balance of the LIBOR Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event has occurred and is in effectcontinuing for that Distribution Date, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount LIBOR Certificates, in the following order of priority:: (aa) (i) to the extent of the Monthly Excess Interest derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below and then to (y) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, the Group 1 Excess Interest Amount; and (aii) sequentially:, first to (x) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and then to (y) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below;

Priorities of Distribution. (a) On each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date), the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Final Maturity Reserve Fund, the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to On the Supplemental Distribution Date in November 2016 and each Distribution Date thereafter until the Final Maturity Reserve Funding Date, from the Interest TrustRemittance Amount, for deposit into the sum of (x) all Net Swap Payments and (y) Final Maturity Reserve Fund, any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Paymentrequired Final Maturity Required Deposit; (B) from the Interest Remittance Amount related to both Loan Groups, for deposit into the Supplemental Interest Trust Account, the amount of any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty, including any such amounts remaining unpaid from previous Distribution Dates; (C) concurrently, : (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 I-A Certificates, the related Accrued Certificate Senior Interest Payment Amount for such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-1 CertificatesDate; and (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, pro rata (rata, based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesunder this clause (i)(C)(2), the related Accrued Certificate Senior Interest Payment Amount for each such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (3) provided, that that, if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause in clauses (1i)(C)(1) or (2i)(C)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the Senior Interest Payment Amount to the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Group will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, such amounts to be allocated to those Classes experiencing such shortfall on a pro rata basis in proportion to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for amounts of such Class;shortfall; and (D) from any remaining Interest Remittance AmountsAmount after taking into account the distributions made under clauses (i)(A) through (i)(C) above, sequentially, to the each Class M-2 of Class M Certificates, in ascending order by numerical Class designation, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass and such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (aor, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) prior to (1) before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates and the Class II-A-5 Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02, an amount equal to to, in the aggregate, the Principal Distribution Amount Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to clause (a)(i)(B) of this Section 4.02; (b) concurrently, (1) to the Class I-A Certificates, the Group I Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero and (2) to the Group II Certificates, the Group II Principal Payment Amount, until their respective Class Certificate Balances are reduced to zero, allocated in each case among such Classes of a Certificate Group as set forth in Section 4.02(c); (c) sequentially:, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; and

Priorities of Distribution. (a) On each Distribution Date, after the Securities withdrawals, reimbursements and payments made pursuant to Section 3.11(a), the Trust Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Pool I Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to Interest remittances shall be distributed as follows: (I) the Supplemental Group 1 Interest Trust and to the holders of each Class of LIBOR Certificates Remittance Amount for such Distribution Date will be distributed in the following order of prioritymanner: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loansfirst, to the Holders of the Class A-1 1-A Certificates, the related Accrued Certificate Current Interest Distribution Amounts and the Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage LoansAmount, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2Aif any, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (MB) from any remaining Interest Remittance Amountssecond, concurrently, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders Holders of the Class or Classes 2-A Certificates, on a pro rata basis based on the entitlement of LIBOR Certificates then entitled to distributions of principal as set forth beloweach such Class, an amount equal to the Principal excess if any, of (x) the amount required to be distributed pursuant to clause (II)(A) below for such Distribution Date over (y) the amount actually distributed pursuant to such clause from the Group 2 Interest Remittance Amount. (II) the Group 2 Interest Remittance Amount for such Distribution Date will be distributed in the following order of prioritymanner: (aA) sequentially:first, concurrently, to the Holders of the Class 2-A-1 Certificates, Class 2-A-2 Certificates, Class 2-A-3 and Class 2-A-4 Certificates, on a pro rata basis based on the entitlement of each such Class, the Current Interest and the Unpaid Interest Amount, if any, for each such Class; and (B) second, to the Holders of the Class 1-A Certificates, an amount equal to the excess if any, of (x) the amount required to be distributed pursuant to clause (I)(A) above for such Distribution Date over (y) the amount actually distributed pursuant to such clause from the Group 1 Interest Remittance Amount. (III) following the distributions made pursuant to clauses (I) and (II) above, the remaining Group 1 Interest Remittance Amount and Fremont 2006-B Pooling & Servicing Agreement

Priorities of Distribution. (a) On each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date), the Securities Administrator shall allocate will make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of the Class A-IO Certificates and each Class of LIBOR Certificates in the following order of priority: (A) to from the Interest Remittance Amount, for deposit into the Supplemental Interest TrustTrust Account, the sum amount of (x) all any Net Swap Payments and (y) any Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Swap Provider other than a Defaulted Swap Termination PaymentDerivative Counterparty, including any such amounts remaining unpaid from previous Distribution Dates; (B) from the Interest-Remittance Amount related to both Loan Groups, to the Class A-IO Certificates, the related Senior Interest Payment Amount for such Class; (C) concurrently, : (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 I-A Certificates, the related Accrued Certificate Senior Interest Distribution Amounts and Unpaid Interest Amounts Payment Amount for the Class A-1 Certificatessuch Class; and (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, pro rata (rata, based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesunder this clause (i)(B)(2), the related Accrued Certificate Senior Interest Payment Amount for each such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (3) provided, that that, if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause in clauses (1i)(C)(1) or (2i)(C)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the Senior Interest Payment Amount to the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Group will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, such amounts to be allocated to those Classes experiencing such shortfall on a pro rata basis in proportion to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for amounts of such Class;shortfall; and (D) from any remaining Interest Remittance AmountsAmounts related to both Loan Groups after taking into account the distributions under clauses (i)(A) through (i)(C) above, sequentially, to the each Class M-2 of Class M Certificates, in ascending order by numerical Class designation, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass and such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (aor, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) prior to (1) before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates and the Class II-A-5 then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (i)(A) of this Section 4.02, an amount equal to, in the aggregate, the Principal Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to paragraph (i)(A) above; (b) concurrently: (1) to the Class I-A Certificates, the Group I Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero; and (2) to the Group II Certificates, the Group II Principal Payment Amount, allocated among such Classes as set forth in Section 4.02(c), until their respective Class Certificate Balances are reduced to zero; (c) sequentially, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; and (B) on each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) (1) on and after the Stepdown Date and (2) as long as a Trigger Event is not in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates and the Class II-A-5 Certificates then entitled to distributions of principal, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to, in the aggregate, the Principal Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to paragraph (i)(A) of this Section 4.02; (b) concurrently: (1) to the Class I-A Certificates, the Group I Senior Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero; and (2) to the Group II Certificates, the Group II Senior Principal Payment Amount, allocated as described in Section 4.02(c), until their respective Certificate Principal Balances are reduced to zero; and (c) sequentially, to each Class of Class M Certificates, in the order set forth in the definition of Class M Principal Payment Amount, the Class M Principal Payment Amount for the related Class of Class M certificates, until their respective Class Certificate Balances are reduced to zero; (iii) any amounts remaining after the distributions in clauses (i) and (ii) of this Section 4.02(a), plus, as specifically indicated below, from amounts on deposit in the Excess Reserve Fund Account, shall be distributed in the following order of priority: (aA) to the Class A-IO Certificates, any Senior Interest Payment Amount not paid pursuant to clause (a)(i)(B) of this Section 4.02; (B) to the Class A Certificates (other than the Class A-IO and Class II-A-5 Certificates), any Senior Interest Payment Amount not paid pursuant to clause (a)(i)(C) of this Section 4.02 allocated pro rata among the classes of a Certificate Group as described in paragraph (a)(i)(C)(2) of this Section 4.02; (C) sequentially, to the holders of the Class M Certificates, in ascending order by numerical Class designation, first, any Interest Payment Amount for that Class not paid for such Distribution Date pursuant to clause (a)(i)(D) of this Section 4.02, second, any Interest Carry Forward Amount for that Class, and third, any Unpaid Realized Loss Amount for that Class; (D) to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date; (E) from amounts on deposit in the Excess Reserve Fund Account with respect to such Distribution Date, an amount equal to any unpaid Basis Risk Carryover Amount with respect to the LIBOR Certificates and Class A-IO Certificates for such Distribution Date, allocated in the same order and priority as set forth in clauses (a)(i)(B), (a)(i)(C) and (a)(i)(D) of this Section 4.02; (F) to the Swap Counterparty, any Swap Termination Payment resulting from a Swap Counterparty Trigger Event; (G) to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount not distributed pursuant to Sections 4.02(a)(iii)(A) through (F); and (H) to the holders of the Class R Certificates, any remaining amount; If on any Distribution Date, as a result of the foregoing allocation rules, any Class of Class A Certificates does not receive in full the related Senior Interest Payment Amount or the related Interest Carry Forward Amount, if any, then such shortfall will be allocated to the Holders of such Class, with interest thereon, on future Distribution Dates, as Interest Carry Forward Amounts, subject to the priorities described above. (b) On each Distribution Date, prior to any distributions on any other Class of Certificates, all amounts representing Prepayment Charges from the Mortgage Loans received during the related Prepayment Period shall be distributed by the Securities Administrator to the holders of the Class P Certificates. (c) Any principal distributions to the holders of the Class A Certificates (other than the Class A-IO Certificates) on any Distribution Date prior to the Stepdown Date will be allocated to the Group I Certificates and the Group II Certificates based on the Group Principal Allocation Percentage for such Certificate Group. However, if the Class Certificate Balances of the Class A Certificates in either Certificate Group are reduced to zero before the Stepdown Date, then the remaining amount of principal distributions distributable to the Class A Certificates on that Distribution Date, and the amount of those principal distributions distributable on all subsequent Distribution Dates, will be distributed to the holders of the Class A Certificates in the other Certificate Group remaining outstanding, after taking into account the related Principal Payment for that Distribution Date, in accordance with the priorities described in Section 4.02(a)(ii)(A)(b), until their Class Certificate Balances have been reduced to zero. Any distributions of principal to the Group I Certificates will be made first from payments relating to Group I Mortgage Loans and any distributions of principal to the Group II Certificates will be made first from payments relating to the Group II Mortgage Loans. If the Class Certificate Balances of the Class A Certificates in either Certificate Group are reduced to zero on or after the Stepdown Date, then the remaining amount of principal distributions distributable to the Class A Certificates on that Distribution Date, and the amount of principal distributions distributable to the Class A Certificates in all subsequent Distribution Dates, will be distributed to the Class A Certificateholders of the remaining Certificate Group in accordance with the priorities set forth in Section 4.02(a)(ii)(B)(b). Any principal distributions allocated to the Group II Certificates will be allocated as follows: (i) to the Class II-A-1 Certificates, until the Class Certificate Balance of such Class has been reduced to zero; (ii) to the Class II-A-2 Certificates, until the Class Certificate Balance of such Class has been reduced to zero; (iii) to the Class II-A-3 Certificates, until the Class Certificate Balance of such Class has been reduced to $27,138,000; (iv) to the Class II-A-5 Certificates, until the Class Certificate Balance of such Class has been reduced to zero; (v) to the Class II-A-3 Certificates, until the Class Certificate Balance of such Class has been reduced to zero; and (vi) to the Class II-A-4 Certificates, until the Class Certificate Balance of such Class has been reduced to zero. However, on and after the Distribution Date on which the aggregate Class Certificate Balances of the Class M Certificates been reduced to zero, any principal distributions allocated to the Group II Certificates are required to be allocated pro rata, among the Classes of Group II Certificates, based upon their respective Class Certificate Balances. (d) On any Distribution Date, any Relief Act Shortfalls and Net Prepayment Interest Shortfalls for such Distribution Date shall be allocated by the Securities Administrator as a reduction in the following order: (1) First, to the amount of interest payable to the Class X Certificates; and (2) Second, pro rata, as a reduction of the Interest Payment Amount for the Class A and Class M Certificates, based on the amount of interest to which such Classes would otherwise be entitled. (e) On any Distribution Date, the Securities Administrator shall distribute any Swap Amount and Cap Amount for such date as follows: (i) to the Derivative Counterparty, any Net Derivative Payment owed to the Derivative Counterparty pursuant to the Swap Agreement for such Distribution Date to the extent not previously paid in Sections 4.02(a)(i)(A), 4.02(a)(ii)(A) or 4.02(a)(ii)(B); (ii) to the Swap Counterparty, any Swap Termination Payment not resulting from a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date; (iii) to the extent not paid and in the order of priority provided in clauses (a)(i)(B), (a)(i)(C) and (a)(i)(D) of this Section 4.02, to the Class A Certificates (other than the Class II-A-5 Certificates) any Senior Interest Payment Amounts, and to the Class M Certificates, in ascending order by numerical class designation, any Interest Payment Amounts; (iv) to the Class A Certificates (other than the Class A-IO Certificates) and the Class M Certificates in the order of priority set forth in clauses (a)(ii)(A)(b), (a)(ii)(A)(c), (a)(ii)(B)(b) and (a)(ii)(B)(c) of this Section 4.02, an amount necessary to maintain the Overcollateralization Target Amount for such Distribution Date after giving effect to distributions pursuant to such clauses; (v) to the extent not paid pursuant to clause (a)(iii)(C) of this Section 4.02, sequentially, to the each Class of Class M Certificates, in ascending order by numerical Class designation, first, any Interest Carry Forward Amount for that Class, and second, any Unpaid Realized Loss Amount for that Class; (vi) to the extent not paid pursuant to clause (a)(iii)(D) of this Section 4.02, to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and the Class A-IO Certificates, in the following order of priority: (A) to the Supplemental concurrently, from Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrentlyRemittance Amount, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and Unpaid Interest Amounts Amount for the Class A-1 Certificates; , (2) from the Interest Remittance Amount related to the Group II Mortgage LoansClass A-2A Certificates, pro rata (based on the Accrued Certificate Interest Distribution Amounts Amount and Unpaid Interest Amounts distributable to Amount for the Class A-2AA-2A Certificates, Class A-2B, Class A-2C and Class A-2D Certificates(3) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D A-2B Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and Unpaid Interest Amounts Amount for the Class A-2AA-2B Certificates, Class A-2B, Class A-2C and Class A-2D Certificates; (34) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of Class A-IO Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and Unpaid Interest Amounts will be available to cover that shortfallAmount for the Class A-IO Certificates; (CB) from any remaining Interest Remittance AmountsAmount, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance AmountsAmount, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance AmountsAmount, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (FE) from any remaining Interest Remittance AmountsAmount, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (GF) from any remaining Interest Remittance AmountsAmount, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (HG) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance AmountsAmount, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; and (MH) from any remaining Interest Remittance AmountsAmount, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (ii) (A) on each Distribution Date (a) prior to before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; (b) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class B-1 ▇▇▇ ▇▇▇▇▇ ▇-▇ Certificates, in that order, until the respective Class Certificate Balances thereof are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the holders of each class of LIBOR Certificates and to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (Aa) to the Supplemental Interest Trust, the sum of (x) all Net net Swap Payments Payment Amounts and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted defaulted Swap Termination PaymentPayment owed to the Swap Provider, if any; (Bb) concurrently, (1x) from the Interest Remittance Amount related portion of available funds allocable to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts 1A1 Certificates and Unpaid Interest Amounts for the Class A-1 Certificates; (2y) from the Interest Remittance Amount related portion of available funds allocable to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A2A1, Class A-2B2A2, Class A-2C 2A3-A and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D 2A3-B Certificates, their accrued certificate interest for the related Accrued Certificate Interest Distribution Amounts Accrual Period and Unpaid Interest Amounts for the Class A-2Aany unpaid interest amounts from prior distribution dates, Class A-2B, Class A-2C and Class A-2D Certificates; allocated pro rata based on their respective entitlements to those amounts (3) provided, that if the Interest Remittance Amount for such funds allocable to either Loan Group is group of Mortgage Loans are insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating such funds allocable to the other Loan Group group remaining after payment of making the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts payments set forth above will be available to cover that shortfall); (Cc) from any remaining Interest Remittance Amounts, to the Class M-1 M Certificates, the Accrued Certificate Interest sequentially, in ascending numerical order, their related accrued certificate interest for that Distribution Amount for such Class;Date; and (Dd) from any remaining Interest Remittance Amounts, to the Class M-2 CertificatesB certificates sequentially, the Accrued Certificate Interest in ascending numerical order, their related accrued certificate interest for that Distribution Amount for such ClassDate; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Provider Trigger Event) payable by the Securities Administrator Supplemental Interest Trust to the Swap Provider pursuant to the Swap Agreement shall allocate be withdrawn by the Trustee from amounts on deposit in the Distribution Account, prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted to the Supplemental Interest Trust, first to make any Net Swap Payment owed to the Swap Provider pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Provider Trigger Event) owed to the Swap Provider pursuant to the Swap Agreement for such Distribution Date. The Trustee will then make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and and, in each case, to the extent of Available Funds: (I) Distributions in respect of interest will be made in the Available Funds remaining and, on such Distribution Date, shall make distributions on following amounts and order of priority: (b) From the Certificates in accordance with such allocation:Group I Interest Remittance Amount (i) to the Supplemental Group I Certificates, the Accrued Certificate Interest Trust and any Unpaid Interest Amount related to the holders of each Class of LIBOR such Certificates in the following order of priority:on such Distribution Date; and (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (Bii) concurrently, (1) from to the Classes of Group II Certificates, pro rata based on the undistributed amount for each such Class, any Accrued Certificate Interest and any Unpaid Interest Amounts related to such Certificates remaining undistributed after distribution of the Group II Interest Remittance Amount on that Distribution Date. (c) From the Group II Interest Remittance Amount (i) concurrently, to the Classes of Group II Certificates, pro rata based on the entitlement of each such Class, the Accrued Certificate Interest and any Unpaid Interest Amounts related to such Certificates on such Distribution Date; and (ii) to the Group I Mortgage Loans, to the Class A-1 Certificates, the related any Accrued Certificate Interest Distribution Amounts and any Unpaid Interest Amounts for related to such Certificates remaining undistributed after distribution of the Class A-1 Certificates; (2) from the Group I Interest Remittance Amount related to on that Distribution Date. (d) From the remaining Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the I Interest Remittance Amount for either Loan and Group is insufficient to make the related payments set forth clause (1) or (2) above, any II Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance AmountsAmount, sequentially to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to Class M-10 Certificates and the Class B-1 M-11 Certificates, in that order, the Accrued Certificate Interest for each such Class on that Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassDate. (iie) (A) on each Distribution Date Any Group I Interest Remittance Amount and Group II Interest Remittance Amount remaining undistributed pursuant to clauses (a) prior to through (c) will be used in determining the Stepdown Date or (b) with respect to which a Trigger Event is in effectamount of Total Monthly Excess Spread, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowif any, an amount equal to the Principal for such Distribution Amount in the following order of priority: (a) sequentially:Date.

Priorities of Distribution. (A) On each Distribution Date, with respect to the Group I, Group II, Group III, Group IV, Group V and Group C-B Certificates, the Trust Administrator shall determine the amounts to be distributed to each Class of Certificates as follows: (a) with respect to the Group I Certificates, from the Available Distribution Amount relating to Loan Group I: (i) first, concurrently, to the Group I Certificates and the Interest Remittance Amount, an amount allocable to interest equal to the related Interest Distribution Amount, or, in the case of the Interest Remittance Amount, the Group I Excess Interest Amount for such Distribution Date, any shortfall being allocated pro rata among such Classes and the Interest Remittance Amount in proportion to the amount of the Interest Distribution Amount or Group I Excess Interest Amount, as applicable, that would have been distributed in the absence of such shortfall; and (ii) second, on each Distribution Date, from the Available Distribution Amount for Loan Group I remaining after giving effect to the distributions pursuant to Section 4.01(I)(A)(a)(i) above, the Group I Senior Principal Distribution Amount, as principal, sequentially, as follows: (a) first, to the Class AR and Class AR-L Certificates, pro rata based on their respective Class Principal Balances, until their respective Class Principal Balances are reduced to zero; and (b) second, to the Class I-A-1 Certificates, until its Class Principal Balance is reduced to zero. (b) with respect to the Group II Certificates, and from the Available Distribution Amount relating to Loan Group II: (i) first, concurrently, to the Group II Certificates and the Interest Remittance Amount, an amount allocable to interest equal to the related Interest Distribution Amount, or, in the case of the Interest Remittance Amount, the Group II Excess Interest Amount for such Distribution Date, any shortfall being allocated pro rata among such Classes and the Interest Remittance Amount in proportion to the amount of the Interest Distribution Amount or Group II Excess Interest Amount, as applicable, that would have been distributed in the absence of such shortfall; and (ii) second, on each Distribution Date, from the Available Distribution Amount for Loan Group II remaining after giving effect to the distributions pursuant to Section 4.01(I)(A)(b)(i) above, as principal, to the Class II-A-1 Certificates, the Group II Senior Principal Distribution Amount, until the Class Principal Balance is reduced to zero. (c) with respect to the Group III Certificates, and from the Available Distribution Amount relating to Loan Group III: (i) first, to the Class III-A-1 and Class III-A-2 Certificates, an amount allocable to interest equal to the related Interest Distribution Amount for such Distribution Date, any shortfall being allocated pro rata between such Classes based on the Interest Distribution Amount that would have been distributed in the absence of such shortfall; and (ii) second, on each Distribution Date, from the Available Distribution Amount for Loan Group III remaining after giving effect to the distributions pursuant to Section 4.01(I)(A)(c)(i) above, to the Class III-A-1 and Class III-A-2 Certificates, as principal, the Group III Senior Principal Distribution Amount, pro rata based on Class Principal Balance, until their respective Class Principal Balances are reduced to zero. (d) with respect to the Group IV Certificates, and from the Available Distribution Amount relating to Loan Group IV: (i) first, to the Class IV-A-1 Certificates, an amount allocable to interest equal to the related Interest Distribution Amount for such Distribution Date; and (ii) second, on each Distribution Date, from the Available Distribution Amount for Loan Group IV remaining after giving effect to the distributions pursuant to Section 4.01(I)(A)(d)(i) above, to the Class IV-A-1 Certificates, as principal, the Group IV Senior Principal Distribution Amount, until the Class Principal Balance of such Class is reduced to zero. (e) with respect to the Group V Certificates, and from the Available Distribution Amount relating to Loan Group V: (i) first, to the Class V-A-1 Certificates, an amount allocable to interest equal to the related Interest Distribution Amount for such Distribution Date; and (ii) second, on each Distribution Date, from the Available Distribution Amount for Loan Group V remaining after giving effect to the distributions pursuant to Section 4.01(I)(A)(e)(i) above, to the Class V-A-1 Certificates, as principal, the Group V Senior Principal Distribution Amount, until the Class Principal Balance of such Class is reduced to zero. (f) with respect to the Group C-B and Class AR-L Certificates, from the Available Distribution Amount relating to Loan Group I, Loan Group II, Loan Group III, Loan Group IV and Loan Group V remaining after the distributions pursuant to Sections 4.01(I)(A)(a), (b), (c), (d) and (e) above, subject to Sections 4.01(I)(C) below, and further subject to any payments to the Group I, Group II, Group III, Group IV and Group V Certificates as described in Section 4.07, to the following Classes in the following order of priority: (i) first, to the Class C-B-1 Certificates, an amount allocable to interest equal to the Interest Distribution Amount for such Class for such Distribution Date; (ii) second, to the Class C-B-1 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date, until the Class Principal Balance of Class C-B-1 Certificates has been reduced to zero; (iii) third, to the Class C-B-2 Certificates, an amount allocable to interest equal to the Interest Distribution Amount for such Class for such Distribution Date; (iv) fourth, to the Class C-B-2 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date, until the Class Principal Balance of Class C-B-2 Certificates has been reduced to zero; (v) fifth, to the Class C-B-3 Certificates, an amount allocable to interest equal to the Interest Distribution Amount for such Class for such Distribution Date; (vi) sixth, to the Class C-B-3 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date, until the Class Principal Balance of Class C-B-3 Certificates has been reduced to zero; (vii) seventh, to the Class C-B-4 Certificates, an amount allocable to interest equal to the Interest Distribution Amount for such Class for such Distribution Date; (viii) eighth, to the Class C-B-4 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date, until the Class Principal Balance of Class C-B-4 Certificates has been reduced to zero; (ix) ninth, to the Class C-B-5 Certificates, an amount allocable to interest equal to the Interest Distribution Amount for such Class for such Distribution Date; (x) tenth, to the Class C-B-5 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date, until the Class Principal Balance of Class C-B-5 Certificates has been reduced to zero; (xi) eleventh, to the Class C-B-6 Certificates, an amount allocable to interest equal to the Interest Distribution Amount for such Class for such Distribution Date; (xii) twelfth, to the Class C-B-6 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date, until the Class Principal Balance of Class C-B-6 Certificates has been reduced to zero; (xiii) thirteenth, to the Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class C-B-5 and Class C-B-6 Certificates, in that order, up to an amount of Net Realized Losses for such Class, if any; provided, however, that any distribution pursuant to this Section 4.01(I)(A)(i)(xiii) shall not result in a further reduction of the Class Principal Balance of any of the Group C-B Certificates; and (xiv) to the Class AR-L Certificates, any remaining Available Distribution Amount for Loan Group I, Loan Group II, Loan Group III, Loan Group IV and Loan Group V (to the extent such amount is held by either Subsidiary REMIC 1A or Subsidiary REMIC 2), or to the Class AR Certificates, any remaining Available Distribution Amount for Loan Group I, Loan Group II, Loan Group III, Loan Group IV and Loan Group V (to the extent such amount is held by either Subsidiary REMIC 1B or the Master REMIC). (B) On each Distribution Date, the amount referred to in clause (i) of the definition of Interest Distribution Amount for such Distribution Date for each Class of Group I, Group II, Group III, Group IV, Group V and Group C-B Certificates and for each of the Group I and Group II Excess Interest Amounts shall be reduced by the Trust Administrator by the related Class’ or Excess Interest Amounts’ pro rata share (based on the amount of the Interest Distribution Amount for each such Class or Excess Interest Amount before reduction pursuant to this Section 4.01(I)(B)) of (i) Net Prepayment Interest Shortfalls for Mortgage Loans in the related Loan Group for such Distribution Date; and (ii) (A) after the Special Hazard Coverage Termination Date, with respect to each Group I, Group II, Group III, Group IV or Group V Mortgage Loan, as applicable, that was the subject of Special Hazard Loss during the prior calendar month, the excess of one month’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month, (B) after the Bankruptcy Coverage Termination Date, with respect to each Group I, Group II, Group III, Group IV or Group V Mortgage Loan, as applicable, that became subject to a Bankruptcy Loss during the prior calendar month, the interest portion of the related Debt Service Reduction or Deficient Valuation, (C) each Relief Act Reduction for any Group I, Group II, Group III, Group IV or Group V Mortgage Loan, as applicable, incurred during the prior calendar month and (D) after the Fraud Loss Coverage Termination Date, with respect to each Group I, Group II, Group III, Group IV or Group V Mortgage Loan, as applicable, that became a Fraud Loan during the prior calendar month the excess of one month’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month. For purposes of calculating the reduction of the Interest Distribution Amount for each Class of Group C-B Certificates with respect to Loan Group I, Loan Group II, Loan Group III, Loan Group IV or Loan Group V such reduction shall be based on the amount of interest accruing at the Net WAC Rate for such Loan Group on such Class’ proportionate share, based on the Class Principal Balance of the related Subordinate Component Balance for that Distribution Date. (C) With respect to each Class of Group C-B Certificates, if on any Distribution Date the related Subordination Level of such Class is less than such percentage as of the Closing Date, no distribution of Principal Prepayments will be made to any Class or Classes of Group C-B Certificates junior to such Class (the “Restricted Classes”) and the amount otherwise distributable to the Restricted Classes in respect of such Principal Prepayments will be allocated among the remaining Classes of Group C-B Certificates, pro rata, based upon their respective Class Principal Balances. (D) The Trust Administrator shall distribute the Mortgage Loan Purchase Price of any Optional Termination of Loan Group I, Loan Group II, Loan Group III, Loan Group IV and Loan Group V in excess of the Par Value to the holder of the Class AR-L Certificate. (II) With respect to the Group VI Certificates: (a) On each Distribution Date, the Securities Trust Administrator shall allocate from amounts then on deposit in distribute the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on Interest Remittance Amount for such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates date in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1i) from the Interest Remittance Amount related for Loan Group VIA and Loan Group VIB, to the Group I Mortgage Loans, to the Class A-1 VI Senior Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such distribution date, applied in accordance with the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; allocation rules set forth below; (2ii) first, from the Interest Remittance Amount related to the for Loan Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts VIB and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if then from the Interest Remittance Amount for either Loan Group is insufficient VIA, to make the related payments set forth clause Class VI-M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (1iii) or first, from the Interest Remittance Amount for Loan Group VIB and then from the Interest Remittance Amount for Loan Group VIA, to the Class VI-M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (2iv) abovefirst, from the Interest Remittance Amount for Loan Group VIB and then from the Interest Remittance Amount for Loan Group VIA, to the Class VI-M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (v) for application as part of Monthly Excess Cashflow for such Distribution Date as provided in Section 4.01(II)(d), any Interest Remittance Amount relating remaining for such Distribution Date. The Interest Remittance Amount for Loan Group VIA and Loan Group VIB distributed pursuant to clause (i) above will be applied to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall;VI Senior Certificates as follows: (C1) from any remaining Interest Remittance Amounts, amounts distributed to the Class M-1 Certificates, VI-A-1 Certificates will reduce the Accrued Certificate Interest Distribution Remittance Amount for such Class; (D) from Loan Group VIA before any remaining reduction to the Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for Loan Group VIB in respect of such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Classdistribution; and (M2) from any remaining Interest Remittance Amounts, amounts distributed to the Class B-2 CertificatesVI-A-2, Class VI-A-3 and Class VI-A-4 Certificates will reduce the Accrued Certificate Interest Distribution Remittance Amount for Loan Group VIB before any reduction to the Interest Remittance Amount for Loan Group VIA in respect of such Class.distribution (iib) (A) on On each Distribution Date (aA) prior to the Stepdown Date or (bB) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to Trust Administrator shall distribute the Principal Distribution Payment Amount for Loan Group VI for such date in the following order of priority: (aA) from the Principal Remittance Amount for Loan Group VIA, first (x) to the Class VI-A-1 Certificates, until its Class Principal Balance is reduced to zero, and then (y) 66.▇▇▇▇▇▇▇▇▇▇% to the Class VI-A-2 Certificates, until its Class Principal Balance is reduced to zero and 33.▇▇▇▇▇▇▇▇▇▇%, sequentially, to the Class VI-A-3 and Class VI-A-4 Certificates, in that order, until their respective Class Principal Balances are reduced to zero; and (B) from the Principal Remittance Amount for Loan Group VIB, first (▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% to the Class VI-A-2 Certificates, until its Class Principal Balance is reduced to zero and 33.▇▇▇▇▇▇▇▇▇▇%, sequentially, to the Class VI-A-3 and Class VI-A-4 Certificates, in that order, until their respective Class Principal Balances are reduced to zero, and then (y) to the Class VI-A-1 Certificates, until its Class Principal Balance is reduced to zero; (ii) to the Class VI-M-1 Certificates, until its Class Principal Balance is reduced to zero; (iii) to the Class VI-M-2 Certificates, until its Class Principal Balance is reduced to zero; (iv) to the Class VI-M-3 Certificates, until its Class Principal Balance is reduced to zero; and (v) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.01(II)(d), any Principal Payment Amount remaining after application pursuant to Section 4.01(II)(b)(i) through (iv) above. (c) On each Distribution Date (A) on or after the Stepdown Date and (B) with respect to which a Trigger Event is not in effect, the Trust Administrator shall distribute the Principal Payment Amount for Loan Group VI for such date in the following order of priority: (i) to the Group VI Senior Certificates, concurrently, as follows: (A) from the Principal Remittance Amount for Loan Group VIA, the Group VIA Allocation Amount, first (x) to the Class VI-A-1 Certificates, until its Class Principal Balance is reduced to zero, and then (y) 66.▇▇▇▇▇▇▇▇▇▇% to the Class VI-A-2 Certificates, until its Class Principal Balance is reduced to zero and 33.▇▇▇▇▇▇▇▇▇▇%, sequentially, to the Class VI-A-3 and Class VI-A-4 Certificates, in that order, until their respecti

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, if any, from Available Funds, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmount, to the Class A-1 A-fpt, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the any related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2Asuch Distribution Date, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient allocated pro rata based on their respective entitlements to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, Amount to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, Amount to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, Amount to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, Amount to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, Amount to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, Amount to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, Amount to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amount to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(b), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Cl▇▇▇ ▇-▇, ▇▇▇▇▇ B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on Interest Remittance Amount for both Loan Groups for such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates date in the following order of priority; provided, however, that distributions made pursuant to subclause (vi) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Remittance Amount for Loan Group 2, to the Trustee, the Trustee Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee Fee remaining unpaid after giving effect to clause (ii); (v) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iii); (vi) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Supplemental Interest TrustAccount, pro rata based on the sum of Interest Remittance Amount for each Loan Group, any Net Trust Swap Payment or Swap Termination Payment (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)) owed to the Swap Counterparty; (vii) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) all Net first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-8 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xviii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xx) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xix) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (vii) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class 1-A-1 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class R-II, Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred and is continuing for that Distribution Date, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (i) below will be made on the related Swap Payments Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) first from the Principal Remittance Amount derived from Loan Group 2 and (y) then from the Principal Remittance Amount derived from Loan Group 1, to the Supplemental Interest Account any unpaid Swap Termination Payment owed to the Swap Provider other than a Defaulted Counterparty (unless the Swap Termination PaymentCounterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)); (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero and then to (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to (w) the Group I Class R and Class R-II Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such Classes has been reduced to zero, second (x) on the first Distribution Date after the final Prepayment Premium on any Mortgage LoansLoan is due, to the Class P Certificates, until the Class Principal Balance is reduced to zero, third to (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and fourth to (z) the Class 1-A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for until the Class A-1 Certificates; Principal Balance thereof is reduced to zero; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesiii) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D M-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for until the Class A-2APrincipal Balance of such Class has been reduced to zero; (iv) to the Class M-2 Certificates, until the Class A-2BPrincipal Balance of such Class has been reduced to zero; (v) to the Class M-3 Certificates, until the Class A-2C and Principal Balance of such Class A-2D has been reduced to zero; (vi) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class M-8 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xii) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xiii) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xiv) to the Class B-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (3xv) providedfor application as part of Monthly Excess Cashflow for such Distribution Date, that if the Interest Remittance as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xiv) above, for either Loan Group is insufficient to make the related payments set forth clause such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) abovewith respect to which a Trigger Event has not occurred or is not continuing for that Distribution Date, any Interest the Principal Payment Amount for such date will be paid in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (i) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) first from the Principal Remittance Amount relating derived from Loan Group 2 and then from the Principal Remittance Amount derived from Loan Group 1, to the other Loan Group remaining after payment of Supplemental Interest Account any unpaid Swap Termination Payment owed to the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallSwap Counterparty (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)); (CA) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero, and then to (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, the Group 1 Allocation Amount and the component of the Principal Remittance Amount representing payments under the Swap Agreement to cover Realized Losses on the Group 1 Mortgage Loans; and (B) from the Principal Remittance Amount derived from Loan Group 2, sequentially, to, first (x) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, second (y) on the first Distribution Date after the final Prepayment Premium on any remaining Interest Mortgage Loan is due, the Class P Certificates, until the Class Principal Balance is reduced to zero and third (y) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero, the Group 2 Allocation Amount and the component of the Principal Remittance Amounts, Amount representing payments under the Swap Agreement to cover Realized Losses on the Group 2 Mortgage Loans; (iii) to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Div) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Ev) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fvi) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution M-4 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Gvii) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution M-5 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Hviii) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution M-6 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Iix) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution M-7 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Jx) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution M-8 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Kxi) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mxii) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (xiii) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (xiv) to the Class B-4 Certificates, the B-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (xv) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xiv) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (xv) will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (A) until the aggregate Class Principal Balance of the LIBOR Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event has occurred and is in effectcontinuing for that Distribution Date, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount LIBOR Certificates, in the following order of priority:: (aa) (i) to the extent of the Monthly Excess Interest derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero and then to (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, the Group 1 Excess Interest Amount; and (aii) sequentially:, first to (x) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and then to (y) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero;

Priorities of Distribution. (a) On each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date), the Securities Administrator shall allocate will make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to from the Interest Remittance Amount, for deposit into the Supplemental Interest TrustTrust Account, the sum amount of (x) all any Net Swap Payments and (y) any Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment caused by the Derivative Counterparty) owed to the Swap Provider other than a Defaulted Swap Termination PaymentDerivative Counterparty, including any such amounts unpaid from previous Distribution Dates; (B) concurrently, : (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 I-A Certificates, the related Accrued Certificate Senior Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 CertificatesPayment Amount; and (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, to the Class I-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, pro rata rata, (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesunder this clause (i)(B)(2)) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Senior Interest Payment Amount for such Classes of such Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (3) provided, that that, if the Interest Remittance Amount for either any Loan Group is insufficient to make the related payments set forth clause in clauses (1) or i)(B)(1)or (2i)(B)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Senior Interest Distribution Amounts and Unpaid Interest Amounts Payment Amount will be available to cover that shortfall;; and (C) from any remaining Interest Remittance Amounts, sequentially, to the each Class M-1 of Class M Certificates, the Accrued Certificate Interest Distribution Amount for such Classin ascending order by numerical Class designation; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (aor, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) prior to (1) before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to, in the aggregate, the Principal Payment Amount in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment caused by the Derivative Counterparty) owed to the Derivative Counterparty to the extent unpaid pursuant to clause (i)(A) above; (b) concurrently: (1) to the Class I-A Certificates, the Group I Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero; and (2) to the Group II Certificates, the Group II Principal Payment Amount, allocated as described in Section 4.02(c), until their respective Class Certificate Balances are reduced to zero; (c) sequentially, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; (B) on each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) (1) on and after the Stepdown Date and (2) as long as a Trigger Event is not in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distribution of principal, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to, in the aggregate, the Principal Payment Amount in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment, Swap Termination Payment, or Cap Termination Payment (other than a Swap Termination Payment or Cap Termination Payment caused by the Derivative Counterparty) owed to the Derivative Counterparty to the extent unpaid pursuant to clause (i)(A) above; (b) concurrently: (1) to the Class I-A Certificates, the Group I Senior Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero; (2) to the Group II Certificates, the Group II Senior Principal Payment Amount, allocated as described in Section 4.02(c), until their respective Class Certificate Balances are reduced to zero; (c) sequentially, to each Class of Class M Certificates, in ascending order by numerical Class designation, the Class M Principal Payment Amount for the related Class of Class M certificates, until their respective Class Certificate Balances are reduced to zero; (iii) any amounts remaining after the distributions in clauses (i) and (ii) above, plus, as specifically indicated below, from amounts on deposit in the Excess Reserve Fund Account, shall be distributed in the following order of priority: (A) to the Class A Certificates and the Class M Certificates, in the same order of priority set forth in clauses (ii)(A)(b), (ii)(A)(c), (ii)(B)(b) and (ii)(B)(c) above, as applicable, the amount necessary to maintain the Overcollateralization Target Amount for such Distribution Date; (B) sequentially, to the holders of the Class M Certificates, in ascending order by numerical Class designation, first any Interest Carry Forward Amount for that Class, and second, any Unpaid Realized Loss Amount for that Class; (C) to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date; (D) from amounts on deposit in the Excess Reserve Fund Account with respect to such Distribution Date, an amount equal to any unpaid Basis Risk Carryover Amount with respect to the LIBOR Certificates for such Distribution Date, allocated in the same order and priority as set forth in clauses (a)(i)(B) and (a)(i)(C), except that the Class A Certificates will be paid (a) first, pro rata, based on their respective Class Certificate Balances only with respect to the Class A Certificates with an outstanding Unpaid Basis Risk Carryover Amount and second, pro rata, based on any remaining unpaid Basis Risk Carryover Amounts; (E) to the Derivative Counterparty, any Swap Termination Payment or Cap Termination Payment caused by the Derivative Counterparty; (F) to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount not distributed pursuant to Sections 4.02(a)(iii)(A)-(E); and (G) to the holders of the Class R Certificates, any remaining amount; If on any Distribution Date, as a result of the foregoing allocation rules, any Class of Class A Certificates does not receive in full the related Interest Payment Amount or the related Interest Carry Forward Amount, if any, then such shortfall will be allocated to the Holders of such Class, with interest thereon, on future Distribution Dates, as Interest Carry Forward Amounts, subject to the priorities described above. (b) On each Distribution Date, prior to any distributions on any other Class of Certificates, all amounts representing Prepayment Charges from the Mortgage Loans received during the related Prepayment Period shall be distributed by the Securities Administrator to the holders of the Class P Certificates. (c) Any principal distributions to the holders of the Class A Certificates on any Distribution Date prior to the Stepdown Date will be allocated to the Class I-A Certificates, on the one hand, and the Group II Certificates, on the other hand, based on the Group Principal Allocation Percentage for such Certificate Groups. However, if the Class Certificate Balances of the Class A Certificates in either Certificate Group are reduced to zero before the Stepdown Date, then the remaining amount of principal distributions distributable to the Class A Certificates on that Distribution Date, and the amount of those principal distributions distributable on all subsequent Distribution Dates, will be distributed to the holders of the Class A Certificates in the other Certificate Group remaining outstanding, in accordance with the principal distribution allocations described in this section, until their Class Certificate Balances have been reduced to zero. Any distributions of principal to the Group I Certificates will be made first from payments relating to Group I Mortgage Loans, and any distributions of principal to the Group II Certificates will be made first from payments relating to the Group II Mortgage Loans. If the Class Certificate Balances of the Class A Certificates in either Certificate Group are reduced to zero on or after the Stepdown Date, then the remaining amount of principal distributions distributable to the Class A Certificates on that Distribution Date will be distributed in accordance with Section 4.02(a)(ii)(A)(b). Any principal distributions allocated to the Group II Certificates will be allocated sequentially to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, in that order, until the Class Certificate Balance of each such Class has been reduced to zero. However, on and after the Distribution Date on which the aggregate Class Certificate Balances of the Class M Certificates been reduced to zero, any principal distributions allocated to the Group II Certificates are required to be allocated pro rata, among the Classes of Group II Certificates, based upon their respective Class Certificate Balances. (d) On any Distribution Date, any Relief Act Shortfalls and Net Prepayment Interest Shortfalls for such Distribution Date shall be allocated by the Securities Administrator as a reduction in the following order: (1) First, to the amount of interest payable to the Class X Certificates; and (2) Second, pro rata, as a reduction of the Interest Payment Amount for the Class A and Class M Certificates, based on the amount of interest to which such Classes would otherwise be entitled. (e) On any Distribution Date, the Securities Administrator shall distribute the Supplemental Interest Trust Amount for such date as follows: (i) to the Derivative Counterparty, any Net Derivative Payment owed to the Derivative Counterparty pursuant to the Swap Agreement for such Distribution Date to the extent not previously paid in Sections 4.02(a)(i)(A), 4.02(a)(ii)(A) or 4.02(a)(ii)(B); (ii) to the Derivative Counterparty, any Swap Termination Payment or Cap Termination Payment not due to a Derivative Counterparty Trigger Event owned to the Derivative Counterparty pursuant to the Cap Agreement or the Swap Agreement for such Distribution Date; (iii) to the Class A Certificates and the Class M Certificates, the amount necessary to maintain the Overcollateralization Target Amount for such Distribution Date as specified in clause (a)(iii)(A) of this Section 4.02, for application pursuant to the priorities set forth in such clause, after giving effect to distributions pursuant to such clause; (iv) to the extent not paid pursuant to clause (a)(iii)(B) of this Section 4.02, sequentially:, to the each Class of Class M Certificates, in ascending order by numerical Class designation, first, any Interest Carry Forward Amount for that Class, and second, any Unpaid Realized Loss Amount for that Class; (v) to the extent not paid pursuant to clause (a)(iii)(C) of this Section 4.02, to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date; (vi) to the extent not paid pursuant to clause (a)(iii)(D) of this Section 4.02, to the Class A and Class M Certificates, any remaining unpaid Basis Risk Carryover Amount with respect to such Certificates for that Distribution Date, allocated in the same order and priority as set forth in such clause; (vii) if applicable, to the Swap Termination Receipts Account or Cap Termination Receipts Account for application to the purchase of a replacement swap agreement or replacement cap agreement pursuant to Section 4.08; (viii) to the extent not paid pursuant to clause (a)(iii)(E) of this Section 4.02, to the Derivative Counterparty, any Swap Termination Payment or Cap Termination Payment caused by the Derivative Counterparty; and (ix) to the extent not paid pursuant to clause (a)(iii)(F) of this Section 4.02, to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount. With respect to each Distribution Date, the sum of all amounts distributed in priorities (e)(iii) and (e)(iv) second cannot exceed the amount of cumulative Realized Losses to such Distribution Date minus any distributions made on previous Distribution Dates pursuant to such priorities.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on Interest Remittance Amount for both Loan Groups for such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates date in the following order of priority; provided, however, that distributions made pursuant to subclause (iii) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1i) from the Interest Remittance Amount related to the for Loan Group I Mortgage Loans2, to the Class A-1 CertificatesTrustee, the related Accrued Certificate Interest Trustee Fee for such Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; Date; (2ii) from the Interest Remittance Amount related for Loan Group 1, to the Group II Mortgage LoansTrustee, pro rata any Trustee Fee remaining unpaid after giving effect to clause (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesi); (iii) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if from the Interest Remittance Amount for either Loan Group is insufficient 1 and Loan Group 2, to make the related payments set forth clause (1) or (2) aboveSupplemental Interest Account, any pro rata based on the Interest Remittance Amount relating for each Loan Group, any Net Swap Payment and Swap Termination Payment (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)) owed to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallSwap Counterparty; (Civ) from any remaining the Interest Remittance AmountsAmount for Loan Group 1 and Loan Group 2, to the Senior Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (v) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Dvi) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Evii) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Fviii) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-4 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Gix) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-5 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Hx) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-6 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Ixi) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-7 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Jxii) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-8 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Kxiii) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-9 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest and such Distribution Amount for such ClassDate; and (Mxiv) from for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.01(e), any remaining such Interest Remittance Amounts, Amount remaining after application pursuant to clauses (i) through (xiii) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (iv) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class B-2 Certificates, 1-A Certificates will reduce the Accrued Certificate Interest Distribution Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such Class.distribution; and (ii) amounts distributed to the Class 2-A-1 Certificates and Class 2-A-2 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (Ac) on On each Distribution Date (a1) prior to the Stepdown Date or (b2) with respect to which a Trigger Event has occurred and is in effectcontinuing for that Distribution Date, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to Trustee shall distribute the Principal Distribution Payment Amount for such date in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (i) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (ai) first from the Principal Remittance Amount derived from Loan Group 2 and then from the Principal Remittance Amount derived from Loan Group 1, to the Supplemental Interest Account any unpaid Swap Termination Payment owed to the Swap Counterparty (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)); (ii) (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially:, first to (x) the Class 1-A Certificates, until the Class Principal Balance thereof is reduced to zero and then to (y) the Class 2-A-1 Certificates and Class 2-A-2 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero; and

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and the Class A-IO and Class A-INV Certificates, in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount Amounts related to the Group I Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-1 A-1A and Class A-1B Certificates and the portions of the Class A-IO and Class A-INV Certificates relating to the Class A-IO(1) Component and the Class A-INV(1) Component, respectively) to the Class A-1A, Class A-1B, Class A-IO and Class A-INV Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 CertificatesA-1A and Class A-1B Certificates and the portions of the Class A-IO and Class A-INV Certificates relating to the Class A-IO(1) Component and the Class A-INV(1) Component, respectively; (2) from the Interest Remittance Amount Amounts related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C A-2A and Class A-2D CertificatesA-2B Certificates and the portions of the Class A-IO and Class A-INV Certificates relating to the Class A-IO(2) Component and the Class A-INV(2) Component, respectively) to the Class A-2A, Class A-2B, Class A-2C A-IO and Class A-2D A-INV Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C A-2A and Class A-2D CertificatesA-2B Certificates and the portions of the Class A-IO and Class A-INV Certificates relating to the Class A-IO(2) Component and the Class A-INV(2) Component, respectively; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts Amount and Unpaid Interest Amounts will be available to cover that shortfall; provided, further, that amounts paid to the Class A-INV Certificates shall be deemed first distributed from the Upper-Tier REMIC in respect of the Class X/INV Interest; provided, that for purposes of determining the portions of the Class A-INV Certificates allocable to the Class A-INV(1) Component and the Class A-INV(2) Component, the interest distributable in respect of the Class A-INV Certificates shall be allocated pro rata to the Class A-INV(1) Component and the Class A-INV(2) Component, based on the Class A-INV(1) Component Notional Amount and the Class A-INV(2) Component Notional Amount, respectively; (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (FE) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LF) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MG) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (H) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a) prior to before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; (b) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2 ▇▇▇ ▇▇▇▇▇ ▇-▇ Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates Certificates, the Certificate Insurer and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments Payments, and (y) any Swap Termination Payment owed to the Swap Provider Payment, other than a Defaulted Swap Termination Payment, owed to the Swap Provider with respect to such Distribution Date (to the extent a Replacement Swap Provider Payment has not been made to the Swap Account); (B) concurrentlyfrom the Interest Remittance Amount, to the Certificate Insurer, the Certificate Insurer's Premium for that Distribution Date; (1C) from the Interest Remittance Amount related to Amounts for both the Group I Mortgage LoansLoan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CD) payable from any remaining Interest Remittance Amounts, to the Certificate Insurer, any Reimbursement Amount then owing to the Certificate Insurer; (E) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DF) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest on such Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassDate; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MH) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (J) from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, and to the Certificate Insurer, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Certificate Insurer, the amount of any remaining Reimbursement Amount, then owing to the Certificate Insurer; (2) to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (3) sequentially to the Class M-1, Class M-2, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a1) On each Distribution Date, the Securities Administrator shall allocate withdraw from amounts the Distribution Account the Available Distribution Amount (to the extent that such amount is then on deposit in the Distribution Account in the following order of priority Account) and shall distribute such amount to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) With respect to the Supplemental portion of Available Distribution Amount for such Distribution Date consisting of the Interest TrustRemittance Amount for such Distribution Date, on each Distribution Date, the Securities Administration shall withdraw the Interest Remittance Amount from the Available Distribution Amount on deposit in the Distribution Account for that Distribution Date, and distribute such funds to the specified Class of Certificates that have outstanding Class Principal Balances and the Swap Account, sequentially, in the following order of priority: (i) to the Swap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Counterparty, including, without limitation, any Senior Defaulted Swap Termination Payment, but not including any other Defaulted Swap Termination Payment owed to the Swap Counterparty, if any; (Bii) concurrently, to the Class A-R, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 Certificates their respective Class A Interest Distribution Amounts for such Distribution Date, pro rata, based on their respective Class A Interest Distribution Amounts for such Distribution Date; (1iii) from sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Cl▇▇▇ ▇-▇, ▇▇▇▇▇ B-1, Class B-2 and Class B-3 Certificates, in that order, their respective Subordinated Interest Distribution Amounts, in each case, to the extent of the Interest Remittance Amount related remaining after distributions of interest to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 CertificatesClasses of Certificates with a higher payment priority; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall;and (Civ) from any remaining Interest Remittance Amounts, Amount on any Distribution Date will be distributed pursuant to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (DSection 5.02(a)(1)(C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Classhereof. (iii) (A) on On each Distribution Date (a) prior to the Stepdown Date or (b) with respect to on which a Trigger Event is in effect, to the holders Swap Counterparty and the Holders of the each Class or Classes of LIBOR Certificates then shall be entitled to receive payments and distributions in respect of principal as set forth below, an amount equal to from the Principal Distribution Amount Amount, respectively, in the following order of priority: (i) to the Swap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Counterparty, including, without limitation, any Senior Defaulted Swap Termination Payment, but not including any other Defaulted Swap Termination Payment owed to the Swap Counterparty, if any, remaining unpaid on that Distribution Date after distributions under Section 5.02(a)(1)(A)(i) for that Distribution Date; (ii) sequentially, first to the holders of the Class A-R Certificates, until its Class Principal Balance is reduced to zero, and second, to the holders of the Class A Certificates pursuant to Section 5.03 hereof, until their respective Class Principal Balances are reduced to zero; (iii) sequentially, to the holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Cl▇▇▇ ▇-▇, ▇▇▇▇▇ B-1, Class B-2 and Class B-3 Certificates, in that order, until their respective Class Principal Balances are reduced to zero; and (iv) any remaining Principal Distribution Amount on any Distribution Date will be will be distributed pursuant to Section 5.02(a)(1)(C) hereof; or (ii) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Swap Counterparty and the Holders of each Class of Certificates shall be entitled to receive payments and distributions in respect of principal from the Principal Distribution Amount, respectively, in the following order of priority: (i) to the Swap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Counterparty, including, without limitation, any Senior Defaulted Swap Termination Payment, but not including any other Defaulted Swap Termination Payment owed to the Swap Counterparty, if any, remaining unpaid on that Distribution Date after distributions under Section 5.02(a)(1)(A)(i) for that Distribution Date; (ii) to the holders of the Senior Certificates pursuant to Section 5.03 hereof, until their respective Class Principal Balances are reduced to zero; (iii) to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (iv) to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (v) to the Class M-3 Certificates, the Class M-3 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (vi) to the Class M-4 Certificates, the Class M-4 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (vii) to the Class M-5 Certificates, the Class M-5 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (viii) to the Class M-6 Certificates, the Class M-6 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (ix) to the Class B-1 Certificates, the Class B-1 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (x) to the Class B-2 Certificates, the Class B-2 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; and (xi) to the Class B-3 Certificates, the Class B-3 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (xii) any remaining Principal Distribution Amount on any Distribution Date will be distributed pursuant to Section 5.02(a)(1)(C) hereof. (C) On each Distribution Date the remaining Net Monthly Excess Cashflow, after giving effect to the distribution of the Extra Principal Distribution Amount for that Distribution Date, shall be distributed to the Swap Counterparty and the Certificates in the following order of priority, in each case to the extent of the amounts remaining: (i) to the Swap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Counterparty, including, without limitation, any Senior Defaulted Swap Termination Payment, but not including any other Defaulted Swap Termination Payment owed to the Swap Counterparty, if any, remaining unpaid on that Distribution Date after distributions under Sections 5.02(a)(1)(A)(i), 5.02(a)(1)(B)(i) and 5.02(a)(1)(B)(ii) for that Distribution Date; (ii) to the Class M-1 Certificates, the related Interest Carry Forward Amount; (iii) to the Class M-1 Certificates, the related Unpaid Realized Loss Amount; (iv) to the Class M-2 Certificates, the related Interest Carry Forward Amount; (v) to the Class M-2 Certificates, the related Unpaid Realized Loss Amount; (vi) to the Class M-3 Certificates, the related Interest Carry Forward Amount; (vii) to the Class M-3 Certificates, the related Unpaid Realized Loss Amount; (viii) to the Class M-4 Certificates, the related Interest Carry Forward Amount; (ix) to the Class M-4 Certificates, the related Unpaid Realized Loss Amount; (x) to the Class M-5 Certificates, the related Interest Carry Forward Amount; (xi) to the Class M-5 Certificates, the related Unpaid Realized Loss Amount; (xii) to the Class M-6 Certificates, the related Interest Carry Forward Amount; (xiii) to the Class M-6 Certificates, the related Unpaid Realized Loss Amount; (xiv) to the Class B-1 Certificates, the related Interest Carry Forward Amount; (xv) to the Class B-1 Certificates, the related Unpaid Realized Loss Amount; (xvi) to the Class B-2 Certificates, the related Interest Carry Forward Amount; (xvii) to the Class B-2 Certificates, the related Unpaid Realized Loss Amount; (xviii) to the Class B-3 Certificates, the related Interest Carry Forward Amount; (xix) to the Class B-3 Certificates, the related Unpaid Realized Loss Amount; (xx) sequentially:, first (i) concurrently, to the Class A Certificates with Basis Risk Carry Forward Amounts on that Distribution Date, first pro rata, based on their respective Class Principal Balances to the extent needed to pay any Basis Risk Carry Forward Amount Carryover for each such Class and then, pro rata, based on any Basis Risk Carry Forward Amount Carryover for each such Class, in an amount up to the amount of any Basis Risk Carry Forward Amount remaining unpaid for such Classes of Certificates and then (ii) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-▇, ▇▇▇▇▇ ▇-▇, Class B-2 and Class B-3 Certificates, in that order, in an amount up to the amount of any Basis Risk Carry Forward Amount for such Classes of Certificates; (xxi) sequentially, first (i) concurrently, to the Class A Certificates, first pro rata, based on their respective Class Principal Balances to the extent needed to pay any Unpaid Interest Shortfall Amount for each such Class and then, pro rata, based on any Unpaid Interest Shortfall Amount for each such Class, in an amount up to the amount of any Unpaid Interest Shortfall Amount remaining unpaid for such Classes of Certificates and then (ii) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-▇, ▇▇▇▇▇ ▇-▇, Class B-2 and Class B-3 Certificates, in that order, in an amount up to the amount of any Unpaid Interest Shortfall Amount for such Classes of Certificates; (xxii) to the Swap Account, the amount of any Defaulted Swap Termination Payment, other than a Senior Defaulted Swap Termination Payment, owed to the Swap Counterparty; (xxiii) to the Class OC Certificates, the Class OC Distributable Amount; and (xxiv) to the holders of the Class A-R Certificates, any remaining amounts; provided that if such Distribution Date is the Distribution Date immediately following the expiration of the latest prepayment charge term or any Distribution Date thereafter, then any such remaining amounts, together with the Class P Distribution Amount, will be distributed first, to the holders of the Class P Certificates, until the Class Principal Balance thereof has been reduced to zero; and second, to the holders of the Class A-R Certificates. For the avoidance of doubt, Section 5.02(a)(1)(C) is intended to cause the Class OC Certificates to receive from amounts remaining after the application of all other clauses of Section 5.02(a)(1)(C) preceding it, an amount up to the sum of the Class OC Distributable Amount for that Distribution Date and any Class OC Distributable Amounts remaining unpaid from prior Distribution Dates and the Securities Administrator shall construe Section 5.02(a)(1)(C) as necessary so as to accomplish such result. (D) On each Distribution Date, the Class P Distribution Amount received during the related Prepayment Period will be distributed to the holders of the Class P Certificates. On the Distribution Date in January 2012, the $1,000 held in trust for the Class P Certificates will be distributed to the holders of the Class P Certificates.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to from the Supplemental Interest Trust and Remittance Amounts, to the holders of each Class of LIBOR Principal Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 CertificatesAmount, the related Accrued Certificate Interest Distribution Amounts and any Unpaid Interest Amounts for the Class A-1 A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their entitlement to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (MG) from any remaining Interest Remittance Amounts, to the Class B-2 B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.; (ii) (A) on each Distribution Date (a) prior to before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Principal Certificates then entitled to distributions of principal as set forth below, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) first, concurrently to the Class R-1 and Class R-2 Certificates, allocated pro rata, until their respective Class Certificate Balances have been reduced to zero, and second, concurrently, and allocated pro rata based on the Class Certificate Balances of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, in the case of clause (1) below, and on the Class Certificate Balances of the Class A-5 and Class A-6 Certificates, in the case of clause (2) below: (1) sequentially:, to the Class A-1 Certificates, until their Class Certificate Balance has been reduced to zero, then to the Class A-2 Certificates, until their Class Certificate Balance has been reduced to zero, and then to the Class A-3 and Class A-4 Certificates, allocated pro rata, based on their respective Class Certificate Balances, until their respective Class Certificate Balances have been reduced to zero; and (2) to the Class A-5 and Class A-6 Certificates, allocated pro rata, based on their respective Class Certificate Balances, until their respective Class Certificate Balances have been reduced to zero; provided, that if a Sequential Trigger Event is in effect (x) principal distributions described in clause (1) above allocated to the Class A-3 and Class A-4 Certificates will be allocated first to the Class A-3 Certificates, until their Class Certificate Balance has been reduced to zero, and then to the Class A-4 Certificates, until their Class Certificate Balance has been reduced to zero, and (y) principal distributions described in clause (2) above allocated to the Class A-5 and Class A-6 Certificates will be allocated first to the Class A-5 Certificates, until their Class Certificate Balance has been reduced to zero, and then to the Class A-6 Certificates, until their Class Certificate Balance has been reduced to zero; (b) sequentially to the Class M-1, Class M-2, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, until their respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account Interest Remittance Amount for both Loan Groups for such date in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationpriority: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Supplemental Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Trust and Remittance Amount for Loan Group 2, to the holders Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (ii); (iv) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (v) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xv) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xiv) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (iv) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class A-1 and Class A-2 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class R-II, Class A-3, Class A-4, Class A-5, Class A-IO-1 and Class A-IO-2 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Class of LIBOR Certificates Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments the Class A-1 and Class A-2 Certificates in accordance with the allocation rules set forth in (g) below, and then to (y) any Swap Termination Payment owed the Class A-3, Class A-4 and Class A-5 Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such classes has been reduced to zero; provided, however, that the portion otherwise allocable to the Swap Provider other than a Defaulted Swap Termination Payment;Class A-5 Certificates will be distributed to the Class A-4 Certificates, until the Class Principal Balance of the Class A-4 Certificates has been reduced to zero and then to the Class A-5 Certificates, until the Class Principal Balance thereof has been reduced to zero; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to (x) the Group I Mortgage LoansClass R and Class R-II Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such Classes has been reduced to zero and then to (y) the Class A-3, Class A-4 and Class A-5 Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such Classes has been reduced to zero, and then to (z) the Class A-1 and Class A-2 Certificates, in accordance with the allocation rules set forth in (g) below; provided, however, that the portion otherwise allocable to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable A-5 Certificates will be distributed to the Class A-2AA-4 Certificates, until the Class A-2BPrincipal Balance of the Class A-4 Certificates has been reduced to zero and then to the Class A-5 Certificates, until the Class A-2C and Class A-2D CertificatesPrincipal Balance thereof has been reduced to zero; (ii) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D M-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for until the Class A-2APrincipal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, until the Class A-2BPrincipal Balance of such Class has been reduced to zero; (iv) to the Class M-3 Certificates, until the Class A-2C and Principal Balance of such Class A-2D has been reduced to zero; (v) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (3xii) providedfor application as part of Monthly Excess Cashflow for such Distribution Date, that if the Interest Remittance as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) above, for either Loan Group is insufficient to make the related payments set forth clause such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) abovewith respect to which a Trigger Event has not occurred, any Interest the Principal Payment Amount for such date will be paid in the following order of priority: (A) from the Principal Remittance Amount relating derived from Loan Group 1, sequentially, first to (x) the Class A-1 and Class A-2 Certificates, in accordance with the allocation rules set forth in (g) below, and then to (y) the Class A-3, Class A-4 and Class A-5 Certificates, pro rata based on Class Principal Balance, the Group 1 Allocation Amount, until the respective Class Principal Balance of such Classes is reduced to zero; provided, however, that the portion otherwise allocable to the other Class A-5 Certificates will be distributed to the Class A-4 Certificates, until the Class Principal Balance of the Class A-4 Certificates has been reduced to zero and then to the Class A-5 Certificates, until the Class Principal Balance thereof has been reduced to zero; and (B) from the Principal Remittance Amount derived from Loan Group remaining after payment 2, sequentially, first to (x) the Class A-3, Class A-4 and Class A-5 Certificates, pro rata based on Class Principal Balance, and then to (y) the Class A-1 and Class A-2 Certificates, in accordance with the allocation rules set forth in (g) below, the Group 2 Allocation amount, until the respective Class Principal Balance of such Classes is reduced to zero; provided, however, that the portion otherwise allocable to the Class A-5 Certificates will be distributed to the Class A-4 Certificates, until the Class Principal Balance of the related Accrued Certificate Interest Distribution Amounts Class A-4 Certificates has been reduced to zero and Unpaid Interest Amounts will be available then to cover that shortfallthe Class A-5 Certificates, until the Class Principal Balance thereof has been reduced to zero; (Cii) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Diii) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Eiv) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fv) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution M-4 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Gvi) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution M-5 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Hvii) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution M-6 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Iviii) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mix) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-4 Certificates, the B-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (xii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (A) beginning on the Overcollateralization Commencement Date, until the aggregate Class Principal Balance of the Offered Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effecthas occurred, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount Offered Certificates, in the following order of priority:: (aa) (i) to the extent of the Monthly Excess Interest derived from Loan Group 1, sequentially, first to (x) the Class A-1 and Class A-2 Certificates, in accordance with the allocation rules set forth in (g) below and then to (y) the Class A-3, Class A-4 and Class A-5 Certificates, pro rata based on Class Principal Balance, the Group 1 Excess Interest Amount, until the respective Class Principal Balance of such Classes has been reduced to zero; provided, however, that the portion otherwise allocable to the Class A-5 Certificates will be distributed to the Class A-4 Certificates, until the Class Principal Balance of the Class A-4 Certificates has been reduced to zero and then to the Class A-5 Certificates, until the Class Principal Balance thereof has been reduced to zero; and (aii) sequentially:, first to (x) the Class A-3, Class A-4 and Class A-5 Certificates, pro rata based on Class Principal Balance, and then to (y) the Class A-1 and Class A-2 Certificates, in accordance with the allocation rules set forth in (g) below, until the respective Class Principal Balance of such Classes has been reduced to zero; provided, however, that the portion otherwise allocable to the Class A-5 Certificates will be distributed to the Class A-4 Certificates, until the Class Principal Balance of the Class A-4 Certificates has been reduced to zero and then to the Class A-5 Certificates, until the Class Principal Balance thereof has been reduced to zero;