Common use of Priorities of Distribution Clause in Contracts

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2

Priorities of Distribution. (I) With respect to the Group 1 Certificates: (a) On each Distribution Date, the Trustee Trust Administrator shall withdraw distribute the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Remittance Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed date in the following order of priority: (i) to the Certificate Insurer, the Certificate Insurer Premium due in connection with the Policy; (ii) to Group 1 Senior Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for each such Class IIand such Distribution Date; (iii) to the Certificate Insurer, any unpaid Reimbursement Amount; (iv) to the Class 1-AM-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (v) to the Class 1-R M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vi) to the Class 1-M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vii) to the Class 1-M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) to the Class 1-M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) to the Class 1-B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (x) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.01(I)(d), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (ix) above for such Distribution Date. (b) On each Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event is in effect, the Trust Administrator shall distribute the Principal Payment Amount for Loan Group 1 for such date in the following order of priority: (i) to the Group 1 Senior Certificates, in the order set forth in Section 4.01(I)(e), until their respective Class Principal Balances are reduced to zero; (ii) to the Certificate Insurer, any Certificate Insurer Premium and Reimbursement Amounts not repaid to the Certificate Insurer pursuant to Section 4.01(I)(a) of this Agreement; (iii) to the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates, sequentially, in that order, until their respective Class Principal Balances of such Classes have been reduced to zero; and (iv) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.01(I)(d), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (iii) above, for such Distribution Date. (c) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event is not in effect, the Principal Payment Amount for Loan Group 1 for such date will be paid in the following order of priority: (i) to the Group 1 Senior Certificates, the Senior Principal Payment Amount, in the order set forth in Section 4.01(I)(e), until their respective Class Principal Balances are reduced to zero; (ii) to the Certificate Insurer, any Certificate Insurer Premium and Reimbursement Amounts not repaid to the Certificate Insurer pursuant to Section 4.01(I)(a) of this Agreement; (iii) to the Class 1-M-1 Certificates, the Class 1-M-1 Principal Payment Amount for such Distribution Date, until the Class Certificate Principal Balance thereof of such Class has been reduced to zero; (iv) to the Class 1-M-2 Certificates, the Class 1-M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class 1-M-3 Certificates, the Class 1-M-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class 1-M-4 Certificates, the Class 1-M-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class 1-M-5 Certificates, the Class 1-M-5 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class 1-B-1 Certificates, the Class 1-B-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (iiix) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each for application as part of Monthly Excess Cashflow for such Distribution Date, the Trustee shall distribute as provided in Section 4.01(I)(d), any such Principal Payment Amount remaining after application pursuant to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC clauses (i) through (viii) above, for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2Date.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw will make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of Certificates in the following order of priority: (A) to the Class A-1 Certificates and Class A-2 Certificates, the related Accrued Certificate GroupInterest Distribution Amount and any Unpaid Interest Amounts for such Distribution Date, in each case pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such 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 (a) before the related Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A-1 and Class A-2 Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class II-A-1 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 Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw will make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of Certificates and to the Class A-2 Certificate Insurer in the following order of priority: (A) to the Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates, the related Accrued Certificate GroupInterest Distribution Amount and any Unpaid Interest Amounts for such Distribution Date, and to the Class A-2 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-2 Certificates, in each case pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (F) the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a) before the related Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, Class or Classes of LIBOR Certificates and to the extent Class A-2 Certificate Insurer then entitled to distributions of principal as set forth below, from amounts remaining Available Funds from on deposit in the related Mortgage Pool;Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (iiia) to the Classes of Senior Class A-1, Class A-2 and Class A-3 Certificates of and the related Class A-2 Certificate GroupInsurer, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been are reduced to zero; (ivb) to the Class B-1 CertificatesA-2 Certificate Insurer, the amount of any remaining Reimbursement Amount then owing to the extent it on account of remaining Available Funds for the Mortgage Pools, but subject a prior drawing relating to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to principal on the Class B-2 A-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) concurrently, to each interest-bearing Class of Senior Certificates, an amount allocable to interest equal to the related Class Optimal Interest Distribution Amount, any shortfall being allocated among such Classes in proportion to the amount of the Class Optimal Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) [reserved]; (iii) concurrently, to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date;as follows: (iiA) to the Classes of Senior Class PO Certificates an amount allocable to the PO Formula Principal Amount up to the Class Certificate Balance thereof; and (B) on each Distribution Date, the Non-PO Formula Principal Amount up to the amount of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Senior Principal Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date andwill be distributed, in sequentially, as follows: (a) to the case of the Group II Senior Class A-R Certificates, in until its Class Certificate Balance is reduced to zero; and (b) to the order of priority set forth below in Section 4.2(b)Class A-1 Certificates, until the respective its Class Certificate Balances thereof have been Balance is reduced to zero; (iv) to the Class B-1 PO Certificates, any Class PO Deferred Amount, up to an amount not to exceed the amount calculated pursuant to the extent definition of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon Subordinated Principal Distribution Amount actually received or advanced for such Distribution Date, Date (2with such amount to be allocated first from amounts calculated pursuant to (i) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3ii) such Class' Allocable Share for such and then (iii) of the definition of Subordinated Principal Distribution DateAmount; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such On each Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for remaining after making the Mortgage Pools, but subject to the prior payment of amounts distributions described under in Section 4.2(g), in the following order: (14.02(a)(i)-(iv) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Subordinated Certificates and the Class A-R Certificates, subject to paragraph 4.02(e) below, in the following order of priority: (iA) to the Class II-A-R B-1 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (B) to the Class B-1 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof has been is reduced to zero; and; (iiC) to the Class II-A-1 B-2 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (D) to the Class B-2 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof has been is reduced to zero; (E) to the Class B-3 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (F) to the Class B-3 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (G) to the Class B-4 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (H) to the Class B-4 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (I) to the Class B-5 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; (J) to the Class B-5 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (K) to the Class B-6 Certificates, an amount allocable to interest equal to the Class Optimal Interest Distribution Amount for such Class for such Distribution Date; and (L) to the Class B-6 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof is reduced to zero; (vi) [reserved]; and (vii) to the Class A-R Certificates, any remaining funds; provided, that such amounts shall not include the $100 held in trust for the Class P Certificates. On each Distribution Date, all amounts representing Prepayment Charges received during the related Prepayment Period will be distributed to the holders of the Class P Certificates. On the Distribution Date immediately following the expiration of the latest prepayment penalty term of the Mortgage Loans, the $100 held in trust for the Class P Certificates will be distributed to the holders of the Class P Certificates. On any Distribution Date, amounts distributed in respect of Class PO Deferred Amounts will not reduce the Class Certificate Balance of the Class PO Certificates. On any Distribution Date, to the extent the Amount Available for Senior Principal is insufficient to make the full distribution required to be made pursuant to clause (a)(iii), (A) the amount distributable on the Class PO Certificate in respect of principal shall be equal to the product of (1) the Amount Available for Senior Principal and (2) a fraction, the numerator of which is the PO Formula Principal Amount and the denominator of which is the sum of such PO Formula Principal Amount and the Senior Principal Distribution Amount and (B) the amount distributable on the Senior Certificates other than the Class PO Certificates, in respect of principal shall be equal to the product of (1) the Amount Available for Senior Principal and (2) a fraction, the numerator of which is such Senior Principal Distribution Amount and the denominator of which is such Senior Principal Distribution Amount and the PO Formula Principal Amount. (b) [Reserved]. (c) [Reserved] (d) On each Distribution Date, the Trustee shall distribute amount referred to the Holders in clause (i) of the definition of Class II-A-R Optimal Interest Distribution Amount for each Class of Certificates any Available Funds remaining in the related REMIC for such Distribution Date shall be reduced by (i) the related Class' pro rata share of Net Prepayment Interest Shortfalls based on the related Class Optimal Interest Distribution Amount and (ii) the related Class' Allocable Share of (A) after the Special Hazard Coverage Termination Date, with respect to each Mortgage Loan that became a Special Hazard Mortgage Loan during the calendar month preceding the month of such Distribution Date, the excess of one month's interest at the Adjusted 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 Mortgage Loan that became subject to a Bankruptcy Loss during the calendar month preceding the month of such Distribution Date, the interest portion of the related Debt Service Reduction or Deficient Valuation, (C) each Relief Act Reduction for the Mortgage Loans incurred during the calendar month preceding the month of such Distribution Date and (D) after the Fraud Loss Coverage Termination Date, with respect to each Mortgage Loan that became a Fraud Loan during the calendar month preceding the month of such Distribution Date, the excess of one month's interest at the related Adjusted 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. (e) Notwithstanding the priority and allocation contained in Section 4.02(a), if, with respect to any Class of Subordinated Certificates, on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all Classes of Subordinated Certificates that have a higher numerical Class designation than such Class (the "Applicable Credit Support Percentage") is less than the Original Applicable Credit Support Percentage for such Class, no distribution of Principal Prepayments on the Mortgage Loans will be made to any such Classes (the "Restricted Classes") and the amount of such Principal Prepayments otherwise distributable to the Restricted Classes shall be distributed to the Classes of Subordinated Certificates having lower numerical Class designations than such Class, pro rata, based on their respective Class Certificate Balances immediately prior to such Distribution Date and shall be distributed in the sequential order set forth in Section 4.02(a)(v). Notwithstanding the foregoing, the Class of Subordinated Certificates then outstanding with the lowest numerical class designation shall not be a Restricted Class. (f) If the amount of a Realized Loss on a Mortgage Loan has been reduced by application of all amounts described Subsequent Recoveries with respect to such Mortgage Loan, the amount of such Subsequent Recoveries will be applied sequentially, in clauses (a) and (b) the order of this payment priority, to increase the Class Certificate Balance of each Class of Certificates to which Realized Losses have been allocated, but in each case by not more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.24.05. Holders of such Certificates will not be entitled to any payment in respect of the Class Optimal Interest Distribution Amount on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Balance of each Certificate of such Class in accordance with its respective Percentage Interest.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates in the following order of priority: (A) to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class B-1 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-2 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-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class IIM-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, ▇▇▇▇▇ ▇-A-1 ▇, ▇▇ass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw will make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of LIBOR Certificates in the following order of priority: (A) to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any Unpaid Interest Amounts for such Distribution Date, in each case pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such 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 (1) before the related Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate GroupClass A-1, to the extent of remaining Available Funds from the related Mortgage PoolClass A-2, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A-3 and Class A-4 Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class II-A-1 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 Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee Securities Administrator shall withdraw allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds for each Certificate Group from the applicable subaccount of the and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates and to the Swap Account in the following order of priority: (A) to the Swap Account, the sum of (x) all Net Swap Payments, and (y) any Swap Termination 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) from the Interest Remittance Amounts for both the Loan Groups, to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class 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 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 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 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 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 on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class B-1 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-2 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-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iii1) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (ii2) sequentially to the Class IIM-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class ▇-A-1 ▇, ▇▇▇▇▇ ▇-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of Certificates and to the Swap Account in the following order of priority: (A) 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 Defaulted Swap Termination Payment; (B) from the Interest Remittance Amounts, to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class 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 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 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 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 on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class B-1 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-2 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-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class IIM-1, Class M-2, Class M-3, Class M-4, Class M-5, Cla▇▇ ▇-A-1 ▇, ▇▇▇▇▇ B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw distribute the Available Funds Interest Remittance Amount for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group date in the following order and priority and, in each case, to the extent of Available Funds remainingpriority: (i) A. to the Classes of Senior Certificates of the related Certificate GroupGEMICO, the Accrued Certificate Interest on each such Class GEMICO Premium for such Distribution Date; (ii) B. to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage PoolTrustee, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share Trustee Fee for such Distribution Date; (v) C. to FSA, the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share FSA Premium for such Distribution Date; (vi) D. to the Senior Certificates, pro rata, Current Interest and any Carryforward Interest for each such Class and such Distribution Date; E. to FSA, any FSA Reimbursement Amounts; F. to the Class B-3 M-1 Certificates, Current Interest and any Carryforward Interest for such class and such distribution date; G. to the extent of remaining Available Funds Class M-2 Certificates, Current Interest and any Carryforward Interest for the Mortgage Pools, but subject such class and such distribution date; H. to the prior payment Class B Certificates, Current Interest and any Carryforward Interest for such class and such distribution date; and I. for application as part of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon Monthly Excess Cashflow for such Distribution Date, (2) as provided in Section 4.02(d), any Accrued Certificate such Interest thereon Remittance Amount remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated On each Distribution Date (A) prior to the Group II Senior Certificates pursuant Stepdown Date or (B) with respect to Section 4.2(a)(iii) above will be distributed which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (i) A. first to the Class II-A-R AR Certificates, until the Class Certificate Principal Balance thereof is reduced to zero and then concurrently to the Class A-1 and Class A-2 Certificates, pro rata based on Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; B. to FSA, any FSA Reimbursement Amounts, to the extent not otherwise paid pursuant to Section 4.02(a); C. to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class B Certificates, until the Class Principal Balance of such Class has been reduced to zero; and F. for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(d), any Principal Payment Amount remaining for such Distribution Date. (iic) On each Distribution Date (A) on or after the Stepdown Date and (b) with respect to which a Trigger Event has not occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: A. concurrently, to the Class II-A-1 and Class A-2 Certificates, the Senior Principal Payment Amount for such Distribution Date, pro rata based on Class Principal Balances, until the Class Certificate Principal Balance thereof of each such Class has been reduced to zero; B. to FSA, any FSA Reimbursement Amounts, to the extent not otherwise paid pursuant to Section 4.02(a) and Section 4.02(b). C. to the Class M-1 Certificates, the M-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, the M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class B Certificates, the B Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and F. for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(d), any Principal Payment Amount remaining for such Distribution Date. (cd) On each Distribution Date, the Trustee shall distribute to the Holders Monthly Excess Cashflow for such date in the following order of priority: (I) beginning with the July 2001 Distribution Date, until the aggregate Class Principal Balance of the Class II-A-R Offered Certificates any Available Funds remaining in equals the related REMIC Aggregate Collateral Balance for such Distribution Date after application of all amounts described in clauses minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) and prior to the Stepdown Date or (b) with respect to which a Trigger Event has occurred in the following order of this Section 4.2priority:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I and Group II Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b) and (c), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class I-A-1 and Class I-A-2 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently to the Class II-A-1 and Class II-A-2 Certificates, pro rata, until the their respective Class Certificate Balance thereof has Balances have each been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the Class Certificate Balance of the Class II-A-R Certificates. (e) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (f) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (g) In the event that in any calendar month the Master Servicer recovers an amount (an “Unanticipated Recovery”) in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (h) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Sections 4.2(b) and (c) until the total Class Certificate Balance of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pools not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of such other Certificate Group. In addition, the amount of any unpaid Accrued Certificate Interest with respect to any Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificates of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(h), no distribution of principal will be made to any Class of Subordinated Certificates until an Undercollateralized Group is no longer undercollateralized. If more than one Undercollateralized Group on any Distribution Date is entitled to an Undercollateralization Distribution, such Undercollateralization Distribution shall be allocated among the Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance of the related Senior Certificates is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Undercollateralized Groups. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Groups pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates, unless (a) the Aggregate Subordinated Percentage for such Distribution Date is at least two times the Aggregate Subordinated Percentage as of the Closing Date, (b) the aggregate Stated Principal Balance of all the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this purpose any Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%, and (c) the cumulative Realized Losses in the Mortgage Pools do not exceed (i) 20% of the Original Subordinated Principal Balance if such Distribution Date occurs between and including March 2006 and February 2009, and 30% of the Original Subordinated Principal Balance if such Distribution Date occurs on or after March 2009. Except as provided otherwise in this Section 4.2(h), all distributions described above will be made in accordance with the priorities set forth in Section 4.2(a), (b) and (c).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw make the Available following distributions from the Distribution Account, net of the Trustee Fee and the Trustee’s expenses, of an amount equal to the Interest Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingpriority: (i) from the Interest Funds for each Group, to the Classes of related Senior Certificates and the related Component of the related Certificate GroupClass A-IO and Class S Certificates, the Accrued Certificate Current Interest on and any Interest Carry Forward Amount for the such Certificates; provided, however, that any shortfall in available amounts in respect of each Group shall be applied, pro rata, among the Senior Certificates and Components of the Class A-IO and Class S Certificates of such Class for such Distribution Date;Group; and (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds amounts from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Interest Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I and Group II Senior Certificates, in the order of priority set forth below in shall be combined and distributed pursuant to Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv4.1(b) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Datehereof. (b) Amounts allocated to On each Distribution Date, the Group II Senior Certificates Trustee shall apply all amounts remaining pursuant to Section 4.2(a)(iii4.1(a)(ii) above will be distributed in the following order of priority: (i) to the Class M-1 Certificates, the Current Interest thereon; (ii) to the Class M-2 Certificates, Current Interest thereon; (iii) to the Class B Certificates, Current Interest thereon; and (iv) any remaining amounts pursuant to Section 4.1(g) hereof. (c) On each Distribution Date, the Trustee shall make the following distributions from the Distribution Account of an amount equal to the Principal Distribution Amount for each Group as follows: (i) From the Principal Distribution Amount for Group I, in an amount up to the Senior Principal Distribution Amount for such Group as follows: (x) the Priority Principal Distribution Amount to the Class AF-6 Certificates until the Class Certificate Balance thereof has been reduced to zero, and (y) the balance of the Senior Principal Distribution Amount for Group I sequentially to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Certificates, in that order, so that no such distribution pursuant to this clause (y) will be made to any such Class until the Certificate Principal Balances of all Group I Class A Certificates with a lower numeral designation shall have been reduced to zero; provided, however, that, on any Distribution Date on or after the Credit Support Depletion Date, the Senior Principal Distribution Amount for Group I will be distributed pro rata and not sequentially to the Group I Class A Certificates; (ii) From the Principal Distribution Amount for Group II-, an amount up to the Senior Principal Distribution Amount for such Group shall be distributed to the Class AV Certificates until the Class Certificate Balance thereof has been reduced to zero; and (iii) In the event the Certificate Principal Balance of the (A-R ) Group I Class A Certificates or (B) the Group II Class A Certificates has been reduced to zero, on such Distribution Date and each Distribution Date thereafter principal distributions otherwise distributable to such retired Certificates will be applied to the remaining Senior Certificates related to the other Mortgage Loan Group (after giving effect to the distributions described in this Section 4.1(c)). Any such distributions in respect of the Group I Class A Certificates will be distributed to such Classes in the manner provided in the first subparagraph of this subsection. (d) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount for all Groups remaining after distributions pursuant to Section 4.1(c) in the following order of priority: (i) to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (ii) to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; and (iiiii) to the Class II-A-1 B Certificates, the Class B Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero. (ce) Notwithstanding Section 4.1(c) and (d) hereof, before the Stepdown Date or if a Trigger Event is in effect on any Distribution Date each Principal Distribution Amount shall be distributed in the following order of priority: (i) to the related Class A Certificates (in the case of Group I, in the manner described in Section 4.1(c)) until the Certificate Principal Balance of such Class A Certificates has been reduced to zero; (ii) after the Certificate Principal Balance of the Class A Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class M-1 Certificates until the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero; (iii) after the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class M-2 Certificates until the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, and (iv) after the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class B Certificates until the Class Certificate Balance of the Class B Certificates has been reduced to zero. (f) On each Distribution Date, the Trustee shall distribute Pledged Prepayment Penalties for such Distribution Date in accordance with the priorities set forth in clauses (xiv) through (xvii) of Section 4.1(g) hereof (without regard to references to the Basis Risk Reserve Fund); (g) On each Distribution Date, the Trustee shall make the following distributions from the Distribution Account of any remaining amounts pursuant to Sections 4.1(b)(iv) hereof, together with any Net Pledged Prepayment Penalties for such Distribution Date, in the following order of priority: (i) on each of the first four Distribution Dates only, to the Basis Risk Reserve Fund, any Basis Risk Payment for such date; (ii) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class A Certificates, on a pro rata basis any applicable Cap Carryover Amount; (iii) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-1 Certificates, any applicable Cap Carryover Amount; (iv) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-2 Certificates, any applicable Cap Carryover Amount; (v) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class B Certificates, any applicable Cap Carryover Amount; (vi) the related Principal Percentage of the Extra Principal Distribution Amount will be added to the Principal Distribution Amount for Group I and the related Principal Percentage for Group II of the Extra Principal Distribution Amount will be added to the Principal Distribution Amount for Group II; (vii) to the Class M-1 Certificates, any related Interest Carry Forward Amount; (viii) to the Class M-1 Certificates, any related Unpaid Realized Loss Amount; (ix) to the Class M-2 Certificates, any related Interest Carry Forward Amount; (x) to the Class M-2 Certificates, any related Unpaid Realized Loss Amount; (xi) to the Class B Certificates, any related Interest Carry Forward Amount; (xii) to the Class B Certificates, any related Unpaid Realized Loss Amount; (xiii) to the Basis Risk Reserve Fund, any Basis Risk Payment for such date; (xiv) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance thereof has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class A Certificates, on a pro rata basis any applicable Cap Carryover Amount; (xv) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class M-1 Certificates, any applicable Cap Carryover Amount; (xvi) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class M-2 Certificates, any applicable Cap Carryover Amount; (xvii) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class B Certificates has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class B Certificates, any applicable Cap Carryover Amount; (xviii) to the other Certificates to the extent of any Unpaid Realized Loss Amount; and (xix) the remainder pursuant to Section 4.1(i) hereof. (h) On each Distribution Date, the Trustee shall distribute an amount equal to the Class P Prepayment Amount for such Distribution Date to the Class P Certificates. (i) On each Distribution Date, the Trustee shall distribute to the Holders Class C Certificates any remaining amounts pursuant to Sections 4.1(g)(i) and (xix) hereof, to the extent of the Class II-A-R Certificates any Available Funds remaining sum of the interest accrued thereon at the rate described in Schedule III and that has not been distributed thereon on prior Distribution Dates (amounts deposited in the Basis Risk Reserve Fund under Sections 4.1(g)(i) and (xiii) are treated as distributed for this purpose), amounts representing earnings on the Basis Risk Reserve Fund, and any amounts released from the Basis Risk Reserve Fund. (j) On each Distribution Date, to the extent the Servicer or Master Servicer shall have collected any Subsequent Recoveries during the related REMIC Prepayment Period, the Trustee shall apply such amounts as follows: first, sequentially, in order of priority, to each Class of Subordinate Certificates then outstanding, in reduction of any amounts previously applied to such Class to reduce the Class Certificate Balance thereof pursuant to Section 4.3 hereof (provided, however, that any such amounts distributed pursuant to this clause first to a Class of Subordinate Certificates shall not reduce the Class Certificate Balance thereof); and second, as part of the related Interest Funds for such Distribution Date after for application of all pursuant to Section 4.1(a). (k) On each Distribution Date the Trustee shall distribute to the Class R Certificates any remaining amounts described in clauses (a) and (b) of this Section 4.2the Distribution Account.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw 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 for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates and to the Supplemental Interest Account in the following order of priority: (A) 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), but not including any Defaulted Swap Termination Payment, owed to the Swap Provider for such Distribution Date; (B) from the Interest Remittance Amounts for both Loan Groups, to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and Unpaid Interest Amounts for such Distribution Date, allocated pursuant to clauses (iv) and (v) of this Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class 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 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 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 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 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 on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class B-1 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-2 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-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class IIM-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, ▇▇▇▇▇ ▇-A-1 ▇, ▇▇▇ss B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw make the Available following distributions from the Distribution Account of an amount equal to the Interest Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingpriority: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Interest Funds for each Group, to the extent of remaining Available Funds from the related Mortgage PoolSenior Certificates, the related Senior Optimal Principal Current Interest and any Interest Carry Forward Amount for the such Distribution Date andCertificates (or, in the case of the Class A-IO Certificates, the applicable Allocable Portion thereof); provided, however, that any Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) Interest Funds distributable to the Class B-1 CertificatesAV-1 Certificates shall be derived solely from the Subgroup IIA Mortgage Loans, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for and any such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) funds distributable to the Class B-2 CertificatesAV-2 Certificates shall be derived solely from the Subgroup IIB Mortgage Loans; provided further, to that any shortfall in available amounts in respect of each Group shall be applied, pro rata, among the extent Senior Certificates of such Group. (ii) any remaining Available amounts from both the Interest Funds for the Mortgage Pools, but subject Group I and Group II shall be combined and distributed pursuant to the prior payment of amounts described under Section 4.2(g), in the following order: (14.1(b) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Datehereof. (b) Amounts allocated to On each Distribution Date, the Group II Senior Certificates Trustee shall apply all amounts remaining pursuant to Section 4.2(a)(iii4.1(a)(ii) above will be distributed in the following order of priority: (i) to the Class M-1 Certificates, the Current Interest thereon; (ii) to the Class M-2 Certificates, Current Interest thereon; (iii) to the Class B Certificates, Current Interest thereon; (iv) to the Class X-IO Certificates, Current Interest thereon; and (v) any remaining amounts pursuant to Section 4.1(g) hereof. (c) On each Distribution Date, the Trustee shall make the following distributions from the Distribution Account of an amount equal to the Principal Distribution Amount for each Group as follows: o From the Principal Distribution Amount for Group I, in an amount up to the Senior Principal Distribution Amount for such Group as follows: (x) the Class AF-6 Principal Distribution Amount to the Class AF-6 Certificates until the Class Certificate Balance thereof has been reduced to zero, and (y) the balance of the Senior Principal Distribution Amount for Group I sequentially to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Certificates, in that order, so that no such distribution pursuant to this clause (y) will be made to any such Class until the Certificate Principal Balances of all Group I Class A Certificates with a lower numeral designation shall have been reduced to zero; provided, however, that, on any Distribution Date on or after the Credit Support Depletion Date, the Senior Principal Distribution Amount for Group I will be distributed pro rata and not sequentially to the Group I Class A Certificates; o From the Principal Distribution Amount for Group II-, in an amount up to the Senior Principal Distribution Amount for such Group as follows: (x) amounts constituting Principal Funds for the Subgroup IIA Mortgage Loans will be distributed to the Class AV-1 Certificates until the Class Certificate Balance thereof has been reduced to zero; and (y) amounts constituting Principal Funds for the Subgroup IIB Mortgage Loans will be distributed to the Class AV-2 Certificates until the Class Certificate Balance thereof has been reduced to zero; provided that any excess interest (representing the allocable portion of any Extra Principal Distribution Amount for such date) included in the Senior Principal Distribution Amount for Group II will be distributed to the Class AV-1 and Class AV-2 Certificate pro rata, based on the Principal Funds received for each subgroup; and o In the event the Certificate Principal Balance of one or more of the (A-R ) Group I Class A Certificates, (B) the Class AV-1 Certificates or (C) the Class AV-2 Certificates has been reduced to zero, on each Distribution Date thereafter principal distributions otherwise distributable to such retired Certificates will be applied to such remaining Classes, pro rata, on the basis of their Class Certificate Balances. Any such distributions in respect of the Group I Class A Certificates will be distributed to such Classes in the manner provided in the first subparagraph of this subsection. (d) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount for each Group remaining after distributions pursuant to Section 4.1(c) in the following order of priority: (i) to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (ii) to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; and (iiiii) to the Class II-A-1 B Certificates, the Class B Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero. (ce) Notwithstanding Section 4.1(c) and (d) hereof, before the Stepdown Date or if a Trigger Event is in effect on any Distribution Date each Principal Distribution Amount shall be distributed in the following order of priority: (i) to the related Class A Certificates in the manner described in Section 4.1(c) until the Certificate Principal Balance of such Class A Certificates has been reduced to zero; (ii) after the Certificate Principal Balance of the Class A Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class M-1 Certificates until the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero; (iii) after the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class M-2 Certificates until the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, and (iv) after the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class B Certificates until the Class Certificate Balance of the Class B Certificates has been reduced to zero. (f) On each Distribution Date, the Trustee shall distribute Pledged Prepayment Penalties for such Distribution Date in accordance with the priorities set forth in clauses (xv) through (xviii) of Section 4.1(g) hereof (without regard to references to the Basis Risk Reserve Fund). (g) On each Distribution Date, the Trustee shall make the following distributions from the Distribution Account of any remaining amounts pursuant to Sections 4.1(b)(v) hereof, together with any Net Pledged Prepayment Penalties for such Distribution Date, in the following order of priority: (i) on each of the first four Distribution Dates only, to the Basis Risk Reserve Fund, any Basis Risk Payment for such date; (ii) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class A Certificates, on a pro rata basis any applicable Cap Carryover Amount; (iii) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-1 Certificates, any applicable Cap Carryover Amount; (iv) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-2 Certificates, any applicable Cap Carryover Amount; (v) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class B Certificates, any applicable Cap Carryover Amount; (vi) the related Principal Percentage of the Extra Principal Distribution Amount will be added to the Principal Distribution Amount for Group I; and the related Principal Percentage of the Extra Principal Distribution Amount will be added to the Principal Distribution Amount for Group II; (vii) to the Class X-IO Certificates, any related Interest Carry Forward Amount; (viii) to the Class M-1 Certificates, any related Interest Carry Forward Amount; (ix) to the Class M-1 Certificates, any related Unpaid Realized Loss Amount; (x) to the Class M-2 Certificates, any related Interest Carry Forward Amount; (xi) to the Class M-2 Certificates, any related Unpaid Realized Loss Amount; (xii) to the Class B Certificates, any related Interest Carry Forward Amount; (xiii) to the Class B Certificates, any related Unpaid Realized Loss Amount; (xiv) to the Basis Risk Reserve Fund, any Basis Risk Payment for such date; (xv) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance thereof has been reduced to zero, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class A Certificates, on a pro rata basis any applicable Cap Carryover Amount; (xvi) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-1 Certificates, any applicable Cap Carryover Amount; (xvii) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-2 Certificates, any applicable Cap Carryover Amount; (xviii) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class B Certificates has been reduced to zero, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class B Certificates, any applicable Cap Carryover Amount; and (xix) the remainder pursuant to Section 4.1(i) hereof. (h) On each Distribution Date, the Trustee shall distribute an amount equal to the Class P Prepayment Amount for such Distribution Date to the Class P Certificates. (i) On each Distribution Date, the Trustee shall distribute to the Holders Class C Certificates any remaining amounts pursuant to Section 4.1(g)(xix) hereof, to the extent of the Class II-A-R Certificates any Available Funds remaining sum of the interest accrued thereon at the rate described in Schedule III and that has not been distributed thereon on prior Distribution Dates (amounts deposited in the Basis Risk Reserve Fund under Section 4.1(g)(xiv) are treated as distributed for this purpose), amounts representing earnings on the Basis Risk Reserve Fund, and any amounts released from the Basis Risk Reserve Fund. (j) On each Distribution date, to the extent the Servicer or Master Servicer shall have collected any Subsequent Recoveries during the related REMIC Prepayment Period, the Trustee shall apply such amounts as follows: first, sequentially, in order of priority, to each Class of Subordinate Certificates then outstanding, in reduction of any amounts previously applied to such Class to reduce the Class Certificate Balance thereof pursuant to Section 4.3 hereof (provided, however, that any such amounts distributed pursuant to this clause first to a Class of Subordinate Certificates shall not reduce the Class Certificate Balance thereof); and second, as part of the related Interest Funds for such Distribution Date after for application of all amounts described in clauses pursuant to Section 4.1(a). (ak) and (b) of this Section 4.2On each Distribution Date the Trustee shall distribute to the Class R Certificates any remaining amounts.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage PoolFunds; (iii) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupprincipal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently to the Class II-A-1 and Class A-2 Certificates, pro rata, until the their respective Class Certificate Balance thereof has Balances have each been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates Certificates, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the Class Certificate Balance of the Class A-R Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Senior Certificates pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (f) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”) in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw will make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of LIBOR Certificates in the following order of priority: (A) from the Interest Remittance Amounts for both Loan Groups, to the Class A-1 Certificates and Class A-2 Certificates, the related Accrued Certificate GroupInterest Distribution Amount and any Unpaid Interest Amounts for such Distribution Date, in each case pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such 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 (1) before the related Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A-1 and Class A-2 Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class II-A-1 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 Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates or Components (in the case of the Class 2AB3 Certificates) or Notional Amount Components (in the case of the Class 2IO3 Certificates) of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates Certificates, Components (in the case of the Class 2AB3 Certificates) or Notional Amount Components (in the case of the Class 2IO3 Certificates) of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon (or added to the balance thereof); (ii) to the Classes of Senior Certificates Certificates, Components (in the case of the Class 2AB3 Certificates) or Notional Amount Components (in the case of the Class 2IO3 Certificates) of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon (or added to the balance thereof); (iii) to the Classes of Senior Certificates or Components (in the case of the Class 2AB3 Certificates) of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), (c), (d) and (e), respectively, until the respective Class Certificate Balances or Component Principal Balances (in the case of the Class 2AB3 Certificates) thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class I-A-1 Certificates until the Class Certificate Balance thereof has been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates or the Group II Component (in the case of the Class 2AB3 Certificates) pursuant to Section 4.2(a)(iii) above will be distributed sequentially in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates and the Group II Component of the Class 2AB3 Certificates, concurrently, as follows: (▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (▇) ▇.▇▇▇▇▇▇▇▇▇▇% to the Group II Component of the Class 2AB3 Certificates, until the Component Principal Balance thereof has been reduced to zero. (cd) Amounts allocated to the Group III Senior Certificates or the Group III Component (in the case of the Class 2AB3 Certificates) pursuant to Section 4.2(a)(iii) above will be distributed to the Class III-A-1 Certificates and the Group III Component of the Class 2AB3 Certificates, concurrently, as follows: (i) 94.1785935395% to the Class III-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) 5.8214064605% to the Group III Component of the Class 2AB3 Certificates, until the Component Principal Balance thereof has been reduced to zero. (e) Amounts allocated to the Group IV Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class IV-A-1 Certificates and the Class IV-A-2 Certificates, pro rata, until the respective Class Certificate Balances thereof have each been reduced to zero. (f) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and through (be) of this Section 4.2. Any distributions pursuant to this subsection (f) shall not reduce the Class Certificate Balance of the Class II-A-R Certificates. (g) On and after the Cross-Over Date, the amount distributable to the Senior Certificates or Components (in the case of the Class 2AB3 Certificates) of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates or Components (in the case of the Class 2AB3 Certificates), pro rata, on the basis of their respective Class Certificate Balances or Component Principal Balances, as applicable, immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (h) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (i) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”), in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance or Component Principal Balance (in the case of the Class 2AB3 Certificates) of each Class of Certificates or Components (in the case of the Class 2AB3 Certificates) to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class or Component (in the case of the Class 2AB3 Certificates) pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates or Components (in the case of the Class 2AB3 Certificates) in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance or Component Principal Balance (in the case of the Class 2AB3 Certificates) has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance or Component Principal Balance (in the case of the Class 2AB3 Certificates) of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates or Components (in the case of the Class 2AB3 Certificates) entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (i). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes or Components (in the case of the Class 2AB3 Certificates) with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates or any Component (in the case of the Class 2AB3 Certificates) with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances or Component Principal Balances (in the case of the Class 2AB3 Certificates) thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (j) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates or Components (in the case of the Class 2AB3 Certificates) of such Undercollateralized Group in accordance with the priorities set forth in Sections 4.2(b) through (e) until the total Class Certificate Balance and Component Principal Balance (in the case of the Class 2AB3 Certificates) of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates or Components (in the case of the Class 2AB3 Certificates) of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pools not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates or Components (in the case of the Class 2AB3 Certificates) of such other Certificate Group. In addition, the amount of any unpaid Accrued Certificate Interest with respect to any Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificates, Components (in the case of the Class 2AB3 Certificates) or Notional Amount Components (in the case of the Class 2IO3 Certificates) of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(j), no distribution of principal will be made to any Class of Subordinated Certificates until an Undercollateralized Group is no longer undercollateralized. If more than one Undercollateralized Group on any Distribution Date is entitled to an Undercollateralization Distribution, such Undercollateralization Distribution shall be allocated among the Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance or Component Principal Balance (in the case of the Class 2AB3 Certificates) of the related Senior Certificates is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Undercollateralized Groups. If amounts in respect of more than one Certificate Group on any Distribution Date are required to make an Undercollateralization Distribution to an Undercollateralized Group, the payment of such Undercollateralized Distributions shall be allocated among such Certificate Groups, pro rata, on the basis of the aggregate Class Certificate Balance or Component Principal Balance (in the case of the Class 2AB3 Certificates) of the related Senior Certificates. In addition, if on any Distribution Date the total Class Certificate Balance or Component Principal Balance (in the case of the Class 2AB3 Certificates) of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates with respect to such Certificate Group, in reverse order of priority, will instead be distributed as principal to the Senior Certificates or Components (in the case of the Class 2AB3 Certificates) of the other Certificate Groups pro rata, on the basis of the aggregate Class Certificate Balance and Component Principal Balance (in the case of the Class 2AB3 Certificates) of the related Senior Certificates, unless (a) the Aggregate Subordinated Percentage for such Distribution Date is at least two times the Aggregate Subordinated Percentage as of the Closing Date, (b) the aggregate Stated Principal Balance of all the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this purpose any Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loan

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw distribute the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Remittance Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed date in the following order of priority: (i) to the Class II-A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) to the Trustee, the Trustee Fee for such Distribution Date; (iii) to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) 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; (v) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vi) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xiv) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(d), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xiii) above for such Distribution Date. (b) On each Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (A) first to the Class A-5 Certificates, an amount equal to the A-5 Lockout Distribution Amout, until the Class Principal Balance of such Class has been reduced to zero; and (B) second, sequentially, first to (x) the Class R and Class R-II Certificates, pro rata based on Class Principal Balance, until their respective Class Principal Balance of such Classes has been reduced to zero and then, sequentially, to (y) the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates, in that order, until the respective Class Principal Balance of such Classes has been reduced to zero; (ii) to the Class M-1 Certificates, until the Class Certificate Principal Balance thereof 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 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 M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (xi) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(d), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (x) above, for such Distribution Date. (c) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event has not occurred, the Principal Payment Amount for such date will be paid in the following order of priority: (A) first, to the Class A-5 Certificates, an amount equal to the A-5 Lockout Distribution Amount, until the Class Principal Balance of such Class has been reduced to zero; and (B) second, sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class A-4 and Class A-5 Certificates, in that order, the Senior Principal Payment Amount, until the respective Class Principal Balance of such Class has been reduced to zero; (ii) to the Class M-1 Certificates, the M-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, the M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (iv) to the Class M-3 Certificates, the M-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class M-4 Certificates, the M-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class M-5 Certificates, the M-5 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-6 Certificates, the M-6 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class M-7 Certificates, the M-7 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class B-1 Certificates, the B-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-2 Certificates, the B-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (xi) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(d), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (x) above, for such Distribution Date. (d) 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 has occurred, to the extent of Monthly Excess Interest for such Distribution Date, to the Offered Certificates, in the following order of priority: (aa) (i) first to the Class A-5 Certificates, an amount equal to the A-5 Lockout Distribution Amount, unitl the Class Principal Balance of such Class has been reduced to zero; and (ii) second, sequentially, to the Class II▇-A-1 ▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class A-4 and Class A-5 Certificates, in that order, until the respective Class Certificate Principal Balance thereof has been of such Classes is reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon (or added to the balance thereof) provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this priority (i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with the priorities described below in subsection (c); (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this priority second but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to priority first above, and distributed in accordance with the priorities described below in subsection (c); (iii) (1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) through (f), as applicable, until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Group I Senior Certificates, from the Available Funds for Pool I, to the Class I-A-PO Certificates, and concurrently with the Group II Senior Certificates, from the available Funds for Pool II, to the Class II-A-PO Certificates, the applicable Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vvi) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vivii) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiviii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiiix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates corresponding to Pool I pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed sequentially in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, the lesser of (a) 90% of the remaining Senior Optional Principal Amount for Pool I for such Distribution Date, and (b) an amount up to the NAS I Principal Distribution Amount for such Distribution Date, pro rata, until their respective Class Certificate Balances have each been reduced to zero; (iii) to the Class I-A-4, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13 and Class I-A-14 Certificates, concurrently, as follows: (▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% of the remaining Senior Optional Principal Amount for Pool I for such Distribution Date, sequentially, to the Class I-A-8 and Class I-A-9 Certificates, in that order, until retired; (▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% of the remaining Senior Optional Principal Amount for Pool I for such Distribution Date, sequentially, as follows: (i) to the Class I-A-4 Certificates, until an amount up to $220 has been paid on each Distribution Date, less any amounts paid from the Class I-A-16 Accrual Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (ii) prior to the Distribution Date in July 2010, until an amount up to $243,800 has been paid on each Distribution Date, less any amounts paid from the Class I-A-16 Accrual Amount for such Distribution Date, sequentially, as follows: (a) to the Class I-A-7 Certificates, the product of the lesser of (a) 90%, and (b) the NAS II Distribution Percentage for such Distribution Date, times the total amount available for distribution for this clause for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (b) to the Class I-A-6 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (c) to the Class I-A-7 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (iii) on or after the Distribution Date in July 2010, until an amount up to $420,000 has been paid on each Distribution Date, less any amounts paid from the Class I-A-16 Accrual Amount for such Distribution Date, sequentially, as follows: (a) to the Class I-A-7 Certificates, the product of the lesser of (a) 90%, and (b) the NAS II Distribution Percentage for such Distribution Date, times the total amount available for distribution for this clause for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (b) to the Class I-A-6 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (c) to the Class I-A-7 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class I-A-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (v) to the Class I-A-6 and Class I-A-7 Certificates, sequentially, as follows: (a) to the Class I-A-7 Certificates, the product of the lesser of (a) 90%, and (b) the NAS II Distribution Percentage for such Distribution Date, times the total amount available for distribution for this clause for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (b) to the Class I-A-6 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (c) to the Class I-A-7 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, sequentially, as follows: First, concurrently, as follows: (i) 56.9819702311% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, sequentially, as follows: (a) to the Class I-A-10 and Class I-A-11 Certificates, until an amount of $568 has been paid on each Distribution Date, less any amounts paid from the Class I-A-16 Accrual Amount for such Distribution Date, pro rata, until their respective Class Certificate Balances have each been reduced to zero; (b) to the Class I-A-12 Certificates, until an amount of $386,500 has been paid on each Distribution Date, less any amounts paid from the Class I-A-16 Accrual Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; and (c) sequentially, as follows: 1. to the Class I-A-10 and Class I-A-11 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero; and 2. to the Class I-A-12 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) 43.0180297689% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date to the Class I-A-13 Certificates until the Class Certificate Balance thereof has been reduced to zero; and Second, to the Class I-A-14 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (iv) sequentially, to the Class I-A-15 and Class I-A-16 Certificates, in that order, until the Class Certificate Balance thereof has been reduced to zero; and (v) to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, pro rata without regard to the NAS I Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero. (c) Amounts allocated to the Senior Certificates corresponding to Pool II pursuant to clause (1) of Section 4.2(a)(iii) will be distributed to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute Date prior to the Holders Accretion Termination Date for the Class I-A-9 Certificates, an amount equal to the Accrual Amount for the Class I-A-9 Certificates on such date will be distributed (prior to giving effect to the distributions above), sequentially, to the Class I-A-8 and Class I-A-9 Certificates, until their respective Class Certificate Balances have each been reduced to zero. (e) On each Distribution Date prior to the Accretion Termination Date for the Class I-A-16 Certificates, an amount equal to the Accrual Amount for the Class I-A-16 Certificates on such date will be distributed (prior to giving effect to the distributions above), sequentially, as follows: (i) to the Class I-A-15 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) to the Class I-A-4, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13 and Class I-A-14 Certificates, concurrently, as follows: (▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% of the remaining Class III-A-R Certificates any Available Funds remaining in the related REMIC A-16 Accrual Amount for such Distribution Date, sequentially, to the Class I-A-8 and Class I-A-9 Certificates, in that order, until retired; (▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% of the remaining Class I-A-16 Accrual Amount for such Distribution Date, sequentially, as follows: (i) to the Class I-A-4 Certificates, until an amount up to $220 has been paid on each Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (ii) prior to the Distribution Date after application of all amounts described in clauses July 2010, until an amount up to $243,800 has been paid on each Distribution Date, sequentially, as follows: (a) to the Class I-A-7 Certificates, the product of the lesser of (a) 90%, and (b) the NAS II Distribution Percentage for such Distribution Date, times the total amount available for distribution for this clause for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (b) to the Class I-A-6 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (c) to the Class I-A-7 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (iii) on the Distribution Date in July 2010, until an amount up to $420,000 has been paid on each Distribution Date for such Distribution Date, sequentially, as follows: (a) to the Class I-A-7 Certificates, the product of the lesser of (i) 90%, and (ii) the NAS II Distribution Percentage for such Distribution Date, times the total amount available for distribution for this Section 4.2clause for this Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (b) to the Class I-A-6 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (c) to the Class I-A-7 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class I-A-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (v) to the Class I-A-6 and Class I-A-7 Certificates, as follows: (a) to the Class I-A-7 Certificates, the product of the lesser of (i) 90%, and (ii) the NAS II Distribution Percentage for such Distribution Date, times the total amount available for distribution for this clause for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (b) to the Class I-A-6 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (c) to the Class I-A-7 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (iii) 46.7142781668% of the remaining Class I-A-16 Accrual Amount for such Distribution Date, sequentially, as follows: First, concurrently, as follows: (▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% the remaining Class I-A-16 Accrual Amount for such Distribution Date, sequentially, as follows: (i) to the Class I-A-10 and Class I-A-11 Certificates, until an amount of $568 has been paid on each Distribution Date, pro rata, until their respective Class Certificate Balances have each been reduced to zero; (ii) to the Class I-A-12 Certificates, until an amount of $386,500 has been paid on each Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; and (iii) sequentially, as follows: (a) to the Class I-A-10 and Class I-A-11 Certificates, pro rata, until their respective Class Certificate Balances have each be

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, the Accrued Certificate Interest on each such Class class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the related Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with Section 4.2(b) below; (ii) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the related Mortgage PoolAccretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(ii) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with Section 4.2(b) below unless such amounts have already been added to the Class Certificate Balance of the Accrual Certificates and distributed in accordance with Section 4.2(b) below, as provided in Section 4.2(a)(i) above; (iii) to the Classes of Senior Certificates entitled to principal distributions, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zerobelow; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date;; and (vii) to the Class B-4 B-4, Class B-5 and Class B-6 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: Funds: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date. (b) Amounts allocated On each Distribution Date, before distributions are made pursuant to the Group II Senior following paragraph, an amount equal to the Accrual Amount for the Class A-2 Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of prioritypriority to the following Classes in reduction of their Class Certificate Balances: (i) to the Class II-A-R A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 A-2 Certificates, until the Class Certificate Balance thereof has been reduced to zero. Amounts allocated to the Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed sequentially as follows: (1) to the Class A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (2) to the Class A-4 Certificates, in an amount equal to the Class A-4 Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; and (3) the remaining amount, 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. On each Distribution Date prior to the related Accretion Termination Date, the Accrual Amount for the Class A-2 Certificates will be added to the Class Certificate Balance of the Class A-2 Certificates. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.24.2 on such Distribution Date. Any distributions pursuant to this subsection (c) shall not reduce the Class Certificate Balance of the Class A-R Certificates. (d) If on any Distribution Date the Class Certificate Balances of the Subordinated Certificates have each been reduced to zero, the amount distributable to the Senior Certificates pursuant to Section 4.2(a)(iii) for such Distribution Date and each succeeding Distribution Date shall be allocated among such Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2(a)(iii). (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Class B Certificates (other than the Class B-1 Certificates, to which the Class Prepayment Distribution Trigger shall not apply) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class of Class B Certificates pursuant to clauses (2), (3) and (5) of the Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (vi) through (viii) of Section 4.2(a) have been distributed, such amounts shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates in order of priority, such that no such distribution shall be made to any Class of Certificates while a prior such Class is outstanding. (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month the Trustee shall withdraw from the Distribution Account and distribute to the Holders of each outstanding Class to which such Realized Loss had previously been allocated its share (determined as described in the succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute to the Holders of all outstanding Classes of the related Certificates to which Realized Losses had previously been allocated and not reimbursed their pro rata share (determined as described below) of such excess in an amount not to exceed the aggregate amount of any Realized Loss previously allocated to such Class with respect to any other Mortgage Loan that has not been recovered in accordance with this subsection (f). Any distributions made pursuant to this subsection (f) shall not reduce the Class Certificate Balance of the related Certificate. For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon (or added to the balance thereof); (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest remaining undistributed for that Class for that Distribution Date; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I and Group II Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b) and (c), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class I-A-R, Class I-A-1, Class I-A-2 and Class I-A-4 Certificates, sequentially in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently, to the Class III-A-1 A-1, Class I-A-2 and Class I-A-4 Certificates, pro rata, until the respective Class Certificate Balance Balances thereof has have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently, to the Class II-A-1 and Class II-A-2 Certificates, pro rata, until the respective Class Certificate Balances thereof have each been reduced to zero. (d) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates Certificates, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b), (c) and (be) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the Class Certificate Balance of the Class I-A-R Certificates. (e) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances, as applicable, immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (f) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (g) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”), in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances) thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (h) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Sections 4.2(b) and (c) until the total Class Certificate Balance of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pools not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of such other Certificate Group. In addition, the amount of any unpaid Accrued Certificate Interest with respect to any Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificates of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(h), no distribution of principal will be made to any Class of Subordinated Certificates until an Undercollateralized Group is no longer undercollateralized. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, with respect to such Certificate Group, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Groups pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates, unless (a) the Aggregate Subordinated Percentage for such Distribution Date is at least two times the Aggregate Subordinated Percentage as of the Closing Date, (b) the aggregate Stated Principal Balance of all the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this purpose any Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%, and (c) the cumulative Realized Losses in the Mortgage Pools do not exceed (i) 20% of the Original Subordinated Principal Balance if such Distribution Date occurs between and including April 2007 and March 2010, and 30% of the Original Subordinated Principal Balance if such Distribution Date occurs on or after April 2010. Except as provided otherwise in this Section 4.2(h), all distributions described above will be made in accordance with the priorities set forth in Section 4.2(a) through (c).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage PoolFunds; (iii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, and in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date (or in the case of payments in respect of the Swap Agreement, the business day (as defined in the Swap Agreement) prior to each Distribution Date), the Trustee shall make the following distributions from the Distribution Account, net of the Trustee Fee and Trustee’s expenses, of an amount equal to the Interest Funds for each Group in the following order of priority: (i) For deposit into the Supplemental Interest Trust Account, the allocable portion of any Net Swap Payment or Swap Termination Payment for each Group (based on the applicable Group Percentage) owed to the Swap Counterparty (including amounts remaining unpaid from previous Distribution Dates) excluding any Swap Termination Payment resulting from a Swap Counterparty Trigger Event; provided, however, that any Net Swap Payment or Swap Termination Payment not paid in the current period will be paid from an unrelated Loan Group or Groups (pro rata based on the Group Percentages of such unrelated Groups, to the extent of available Interest Funds); (ii) from the Interest Funds for each Group, to the related Senior Certificates, the Current Interest and any Interest Carry Forward Amount for such Certificates; provided, however, that, with respect to Group III, any related shortfall shall be applied, pro rata, among the Senior Certificates of such Group; (iii) pro rata on the basis of unpaid interest due thereon, to the Senior Certificates unrelated to such Group, any unpaid interest due thereon (after the application of Interest Funds pursuant to (ii) above for such unrelated Group); and (iv) any remaining amounts from the Interest Funds for Group I, Group II and Group III shall be combined and distributed pursuant to Section 4.1(b) hereof. (b) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon all amounts remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii4.1(a)(iv) above will be distributed in the following order of priority: (i) to the Class M-1 Certificates, the Current Interest thereon; (ii) to the Class M-2 Certificates, Current Interest thereon; (iii) to the Class M-3 Certificates, Current Interest thereon; (iv) to the Class M-4 Certificates, Current Interest thereon; (v) to the Class M-5 Certificates, Current Interest thereon; (vi) to the Class M-6 Certificates, Current Interest thereon; (vii) to the Class B-1 Certificates, Current Interest thereon; (viii) to the Class B-2 Certificates, Current Interest thereon; (ix) to the Class B-3 Certificates, Current Interest thereon; (x) to the Class B-4 Certificates, Current Interest thereon; and (xi) any remaining amounts pursuant to Section 4.1(g) hereof. (c) On each Distribution Date (or in the case of payments in respect of the Swap Agreement, the business day (as defined in the Swap Agreement) prior to each Distribution Date), the Trustee shall make the following distributions from the Distribution Account of an amount equal to the Principal Distribution Amount for each Group as follows: (i) The allocable portion with respect to each Group of any Net Swap Payment or Swap Termination Payment (based on the applicable Group Percentage) owed to the Swap Counterparty excluding any Swap Termination Payment resulting from a Swap Counterparty Trigger Event (to the extent not paid previously to the Swap Counterparty or from Interest Funds in accordance with Section 4.1(a)(i) hereof) will be deposited into the Supplemental Interest Trust Account; provided, however, that any Net Swap Payment or Swap Termination Payment not paid in the current period will be paid from an unrelated Loan Group or Groups (pro rata based on the Group Percentages of such unrelated Groups, to the extent of available Principal Funds); (ii) From the Principal Distribution Amount for Group I, an amount up to the Senior Principal Distribution Amount for such Group shall be distributed to the Class A-1 Certificates until the Certificate Principal Balance of such Certificates has been reduced to zero; (iii) From the Principal Distribution Amount for Group II-A-R , an amount up to the Senior Principal Distribution Amount for such Group shall be distributed to the Class A-2 Certificates until the Certificate Principal Balance of such Certificates has been reduced to zero; (iv) From the Principal Distribution Amount for Group III, an amount up to the Senior Principal Distribution Amount for such Group shall be distributed sequentially to the Class A-3A, Class A-3B, Class A-3C and Class A-3D Certificates, in that order, until the Certificate Principal Balance of such Certificates has been reduced to zero; provided, however, that on and after any Distribution Date on which the aggregate Certificate Principal Balance of the Subordinate Certificates has been reduced to zero, any principal distributions allocated to the Class A-3A, Class A-3B, Class A-3C and Class A-3D Certificates shall be allocated pro rata among such classes of Certificates based on their respective Certificate Principal Balances, until their Certificate Principal Balances have been reduced to zero; and (v) Any Senior Principal Distribution Amount for a Group of Senior Certificates remaining after application of amounts described above, will be applied pro rata to the other Groups of Senior Certificates based on any related shortfall in amounts due pursuant to the subparagraphs above, until the Class Certificate Balances thereof have been reduced to zero; provided, however, that any such amounts distributable to the Group III Certificates will be applied in accordance with the Group III Senior Principal Priorities. (d) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount for all Groups remaining after distributions pursuant to Section 4.1(c) in the following order of priority: (i) pro rata, to each Group of Senior Certificates, to the extent that the full Senior Principal Distribution Amount for such Group for such date was not distributed to such certificates on such date, until the Class Certificate Balances thereof have been reduced to zero; provided, however, that any such amounts distributable to the Group III Certificates will be applied in accordance with the Group III Senior Principal Priorities; (ii) to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (iii) to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class M-3 Certificates, the Class M-3 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (v) to the Class M-4 Certificates, the Class M-4 Principal Distribution Amount, until the Class Certificate Balances thereof have been reduced to zero; (vi) to the Class M-5 Certificates, the Class M-5 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; and (iivii) to the Class II-A-1 M-6 Certificates, the Class M-6 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (viii) to the Class B-1 Certificates, the Class B-1 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (ix) to the Class B-2 Certificates, the Class B-2 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (x) to the Class B-3 Certificates, the Class B-3 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; and (xi) to the Class B-4 Certificates, the Class B-4 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero. (ce) Notwithstanding Section 4.1(c) and (d) hereof, before the Stepdown Date or if a Trigger Event is in effect on any Distribution Date each Principal Distribution Amount shall be distributed in the following order of priority: (i) the allocable portion with respect to each Group of any Net Swap Payment or Swap Termination Payment (based on the applicable Group Percentage) owed to the Swap Counterparty excluding any Swap Termination Payment resulting from a Swap Counterparty Trigger Event (to the extent not paid previously to the Swap Counterparty or from Interest Funds in accordance with Section 4.1(a)(i) hereof) will be deposited into the Supplemental Interest Trust Account; provided, however, that any Net Swap Payment or Swap Termination Payment not paid in the current period will be paid from an unrelated Loan Group or Groups (pro rata based on the Group Percentages of such unrelated Groups, to the extent of available Principal Funds); (ii) to the related Classes of Senior Certificates (in the case of Group III, in accordance with the Group III Senior Principal Priorities) until the Certificate Principal Balance of such Class A Certificates has been reduced to zero; (iii) pro rata, to the classes of Senior Certificates not related to such Group until the Class Certificate Balances thereof have been reduced to zero; provided, however, that any such amounts distributable to the Group III Certificates shall be distributable in accordance with the Group III Senior Principal Priorities; (iv) to the Class M-1 Certificates until the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero; (v) to the Class M-2 Certificates until the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero; (vi) to the Class M-3 Certificates until the Class Certificate Balance of the Class M-3 Certificates has been reduced to zero; (vii) to the Class M-4 Certificates, until the Class Certificate Balance of the Class M-4 Certificates has been reduced to zero; (viii) to the Class M-5 Certificates until the Class Certificate Balance of the Class M-5 Certificates has been reduced to zero; (ix) to the Class M-6 Certificates, until the Class Certificate Balance of the Class M-6 Certificates has been reduced to zero; (x) to the Class B-1 Certificates, until the Class Certificate Balance of the Class B-1 Certificates has been reduced to zero; (xi) to the Class B-2 Certificates, until the Class Certificate Balance of the Class B-2 Certificates has been reduced to zero; (xii) to the Class B-3 Certificates, until the Class Certificate Balance of the Class B-3 Certificates has been reduced to zero; and (xiii) to the Class B-4 Certificates, until the Class Certificate Balance of the Class B-4 Certificates has been reduced to zero. (f) [Reserved]. (g) On each Distribution Date (or, in the case of payments in respect of the Swap Agreement, the business day (as defined in the Swap Agreement) prior to each Distribution Date), the Trustee shall distribute make the following distributions from the Distribution Account of any remaining amounts pursuant to Sections 4.1(b)(xi) hereof and any Pledged Prepayment Penalties, in the following order of priority (after giving effect to payments made pursuant to Section 4.9 below): (i) on each of the first two Distribution Dates only, to the Holders Basis Risk Reserve Fund, any Basis Risk Payment for such date; (ii) on each of the first two Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class A Certificates, on a pro rata basis any applicable Cap Carryover Amount; (iii) on each of the first two Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-1 Certificates, any applicable Cap Carryover Amount; (iv) on each of the first two Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-2 Certificates, any applicable Cap Carryover Amount; (v) on each of the first two Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-3 Certificates, any applicable Cap Carryover Amount; (vi) on each of the first two Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-4 Certificates, any applicable Cap Carryover Amounts; (vii) on each of the first two Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-5 Certificates, any applicable Cap Carryover Amount; (viii) on each of the first two Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-6 Certificates, any applicable Cap Carryover Amounts; (ix) on each of the first two Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class B-1 Certificates, any applicable Cap Carryover Amounts; (x) on each of the first two Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class B-2 Certificates, any applicable Cap Carryover Amounts; (xi) on each of the first two Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class B-3 Certificates, any applicable Cap Carryover Amounts; (xii) on each of the first two Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class B-4 Certificates, any applicable Cap Carryover Amount; (xiii) the Principal Percentage for Group I of the Extra Principal Distribution Amount will be added to the Principal Distribution Amount for Group I; the Principal Percentage for Group II of the Extra Principal Distribution Amount will be added to the Principal Distribution Amount for Group II; and the Principal Percentage for Group III of the Extra Principal Distribution Amount will be added to the Principal Distribution Amount for Group III; (xiv) to the Class M-1 Certificates, any related Interest Carry Forward Amount; (xv) to the Class M-1 Certificates, any related Unpaid Realized Loss Amount; (xvi) to the Class M-2 Certificates, any related Interest Carry Forward Amount; (xvii) to the Class M-2 Certificates, any related Unpaid Realized Loss Amount; (xviii) to the Class M-3 Certificates, any related Interest Carry Forward Amount; (xix) to the Class M-3 Certificates, any related Unpaid Realized Loss Amount; (xx) to the Class M-4 Certificates, any related Interest Carry Forward Amount; (xxi) to the Class M-4 Certificates, any related Unpaid Realized Loss Amount; (xxii) to the Class M-5 Certificates, any related Interest Carry Forward Amount; (xxiii) to the Class M-5 Certificates, any related Unpaid Realized Loss Amount; (xxiv) to the Class M-6 Certificates, any related Interest Carry Forward Amount; (xxv) to the Class M-6 Certificates, any related Unpaid Realized Loss Amount; (xxvi) to the Class B-1 Certificates, any related Interest Carry Forward Amount; (xxvii) to the Class B-1 Certificates, any related Unpaid Realized Loss Amount; (xxviii) to the Class B-2 Certificates, any related Interest Carry Forward Amount; (xxix) to the Class B-2 Certificates, any related Unpaid Realized Loss Amount; (xxx) to the Class B-3 Certificates, any related Interest Carry Forward Amount; (xxxi) to the Class B-3 Certificates, any related Unpaid Realized Loss Amount; (xxxii) to the Class B-4 Certificates, any related Interest Carry Forward Amount; (xxxiii) to the Class B-4 Certificates, any related Unpaid Realized Loss Amount; (xxxiv) to the Basis Risk Reserve Fund, from amounts otherwise payable to the Class C Certificates, any Basis Risk Payment for such date; (xxxv) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance thereof has been reduced to zero, from and to the extent of amounts held in the Basis Risk Reserve Fund, on a pro rata basis, to the Class A Certificates, any applicable Cap Carryover Amounts on the Class A Certificates; (xxxvi) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class II-A-R M-1 Certificates any Available Funds remaining has been reduced to zero, from and to the extent of amounts held in the related REMIC for such Basis Risk Reserve Fund, to the Class M-1 Certificates, any applicable Cap Carryover Amount; (xxxvii) on any Distribution Date after application on or before the Distribution Date on which the Class Certificate Balance of all the Class M-2 Certificates has been reduced to zero, from and to the extent of amounts described held in clauses the Basis Risk Reserve Fund, to the Class M-2 Certificates, any applicable Cap Carryover Amount; (axxxviii) and (b) of this Section 4.2on any Di

Priorities of Distribution. (a) On each Distribution Date, prior to the Trustee Credit Support Depletion Date, the Securities Administrator shall withdraw make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds Distribution Amounts for each Collateral Group remaining: (i) to the Classes each Class of Senior Certificates of (other than the Principal Only Certificates) related Certificate to such Collateral Group, the Accrued Certificate Interest on thereon, pro rata in proportion to the amount of Accrued Certificate Interest owing to each such Class for such Distribution DateClass; (ii) to the Classes of Senior Certificates of (other than the Interest Only Certificates) related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate such Collateral Group, to the extent of the remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount Distribution Amounts for such Distribution Date andCollateral Group, in as follows: (A) to the case of the Group II Senior Residual Certificates, in reduction of their Class Principal Balance, from the order of priority set forth below in Section 4.2(b)Available Distribution Amount for Collateral Group 1, until the respective Class Certificate Balances thereof have been Principal Balance of each such class is reduced to zero; (ivB) to the Class B-1 A1A and Class A1B Certificates, in reduction of their Class Principal Balance, from the Available Distribution Amounts for Collateral Group 1 in an amount up to the extent of remaining Available Funds Senior Principal Distribution Amount for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon Collateral Group 1 for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) pro rata, in proportion to the Class Principal Balance of each such Class' Allocable Share for such Distribution Dateclass, until the Class Principal Balance thereof is reduced to zero; (vC) to the Class B-2 A2A and Class A2B Certificates, in reduction of their respective Class Principal Balances, from the Available Distribution Amounts for Collateral Group 2 in an amount up to the extent of remaining Available Funds Senior Principal Distribution Amount for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon Collateral Group 2 for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) pro rata, in proportion to the Class Principal Balance of each such Class' Allocable Share for such Distribution Dateclass, until the Class Principal Balance thereof is reduced to zero; (viD) to the Class B-3 A3A and Class A3B Certificates, in reduction of their respective Class Principal Balances, from the Available Distribution Amounts for Collateral Group 3 in an amount up to the extent of remaining Available Funds Senior Principal Distribution Amount for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon Collateral Group 3 for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) pro rata, in proportion to the Class Principal Balance of each such Class' Allocable Share for such Distribution Dateclass, until the Class Principal Balance thereof is reduced to zero; (viiE) to the Class B-4 A-PO Certificates, in reduction of their Class Principal Balance, from the Available Distribution Amounts for Collateral Group 1 in an amount up to the extent of remaining Available Funds A-PO Principal Distribution Amount for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon Collateral Group 1 for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Principal Balance thereof has been is reduced to zero; and (iiiii) from amounts otherwise payable to the Subordinate Certificates, to the Class IIA-A-1 PO Certificates, until the principal portion of Current Realized Losses and the Deferred Principal Amount for such Class Certificate Balance thereof has been reduced to zero. (c) On each A-PO Certificates and such Distribution Date; provided, however, that, if necessary, the Trustee shall distribute to the Holders aggregate of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for all such amounts distributed on such Distribution Date after application shall not exceed the aggregate Subordinate Principal Distribution Amount (without regard to the proviso of all such definition) for the Subordinate Certificates and, provided further, that such amounts described in clauses (a) and (b) will not reduce the Class Principal Balance of this Section 4.2such Class A-PO Certificates;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw will make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of Certificates and to the Class A-2 Certificate Insurer in the following order of priority: (A) to the Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates, the related Accrued Certificate GroupInterest Distribution Amount and any Unpaid Interest Amounts for such Distribution Date, and to the Class A-2 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-2 Certificates, in each case pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (F) the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a) before the related Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, Class or Classes of LIBOR Certificates and to the extent Class A-2 Certificate Insurer then entitled to distributions of principal as set forth below, from amounts remaining Available Funds from on deposit in the related Mortgage Pool;Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (iiia) to the Classes of Senior Class A-1, Class A-2 and Class A-3 Certificates of and the related Class A-2 Certificate GroupInsurer, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been are reduced to zero; (ivb) to the Class B-1 CertificatesA-2 Certificate Insurer, the amount of any remaining Reimbursement Amount then owing to the extent it on account of remaining Available Funds for the Mortgage Pools, but subject a prior drawing relating to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to principal on the Class B-2 A-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixc) sequentially to the Class B-6 CertificatesM-1, to the extent of remaining Available Funds for each Mortgage PoolClass M-2, but subject to the prior payment of amounts described under Section 4.2(g) in the following Class M-3, Class B-1 and Class B-2 Cer▇▇▇▇▇▇▇▇▇, ▇▇ that order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the respective Class Certificate Balance thereof has been Balances are reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes or Components of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class or Component for such Distribution Date, any shortfall in available amounts being allocated among such Classes and Components in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates or Accrual Components will not be distributed on such Certificates or Components under this Section 4.2(a)(i) but will instead be added to the Class Certificate Balances or Component Balances thereof and distributed in accordance with Section 4.2(b) and (c) below; (ii) to the Classes or Components of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes or Components in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class or Component for such Distribution Date; provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates or Accrual Components will not be distributed on such Certificates or Components under this Section 4.2(a)(ii) but will instead be added to the Class Certificate Balances or Component Balances thereof, to the extent not previously added pursuant to Section 4.2(a)(i) above, and distributed in accordance with Section 4.2(b) and (c) below; (iii) to the Classes or Components of Senior Certificates of the related Certificate Group, in reduction of the Class Certificate Balances or Component Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b4.2(c) and (d), until the respective Class Certificate Balances or Component Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (bi) Amounts allocated On each Distribution Date prior to the Group II Senior Certificates Accretion Termination Date for the Class I-A-5(2) Component, before distributions are made pursuant to Section 4.2(a)(iii4.2(c) above below, an amount equal to the Accrual Amount for the Class I-A-5(2) Component on such date will be distributed to the following Classes and Components in reduction of their Class Certificate Balances or Component Balances in the following order of priority: (iA) concurrently to the Class III-AA-1, Class I-R A-2, Class I-A-3 and Class I-A-4 Certificates as follows: (▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% of such amount to the Class I-A-1 and Class I-A-2 Certificates, pro rata, until the respective Class Certificate Balance Balances thereof has have been reduced to zero; and (ii▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% of such amount to the Class I-A-3 and Class I-A-4 Certificates, sequentially, in that order, until the respective Class Certificate Balances thereof have been reduced to zero; and (B) to the Class III-A-1 CertificatesA-5(2) Component, until the Class Certificate its Component Balance thereof has been reduced to zero. (cii) On each Distribution Date, the Trustee shall distribute Date prior to the Holders Accretion Termination Date for the Class I-A-10 Certificates, before distributions are made pursuant to Section 4.2(c), an amount equal to the Accrual Amount for the Class I-A-10 Certificates on such date will be distributed in the following order of 68 priority to the following Classes in reduction of their Class Certificate Balances: (A) concurrently, an amount up to the amount necessary to reduce the aggregate Class Certificate Balance of the Class III-AA-7, Class I-R A-8 and Class I-A-9 Certificates any Available Funds remaining to their aggregate Targeted Balance set forth in the related REMIC Principal Balance Schedules under the heading "TAC 1 Schedule" for such that Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2Date, as follows:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class class for such Distribution Date, any shortfall in available amounts being allocated among such classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with Section 4.2(b) below; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts being allocated among such classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(ii) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with Section 4.2(b) below unless such amounts have already been added to the Class Certificate Balance of the Accrual Certificates, as provided in Section 4.2(a)(i) above; (iii) to the Classes of Senior Certificates entitled to principal distributions, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zerobelow; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (vi) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class's Allocable Share for such Distribution Date; and (vii) to the Class B-3 B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: Funds: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date;. (viiviii) to the Class B-4 B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: Funds: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date;; and (viiiix) to the Class B-5 B-6 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: Funds: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; and (ix) . On each Distribution Date, before distributions are made pursuant to the following paragraph, an amount equal to the Accrual Amount for the Class A-12 Certificates will be distributed sequentially to the Class B-6 A-9 , Class A-10, Class A-11 and Class A-12 Certificates, in that order, in reduction of their Class Certificate Balances until their Class Certificate Balances have been reduced to zero such that no such amounts will be distributed to any Class until the extent Class Principal Balance of remaining Available Funds for each Mortgage Pool, but subject such Class with a lower class designation has been reduced to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Datezero. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priorityconcurrently, as follows: (i) to the Class II-A-R A-19 Certificates, in an amount equal to the Class A-19 Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the remaining Classes of Senior Certificates, an amount equal to the Senior Optimal Principal Amount less the Class IIA-19 Principal Distribution Amount, in the following order of priority: (1) concurrently, to the Class A-RU Certificates and Class A-RL Certificates pro rata, until their Class Certificate Balances have been reduced to zero; and (2) concurrently, 66.66666719173% to the Class A-15 Certificates and 33.33333280827% to the Class A-16 Certificates, until their respective Class Certificate Balances have been reduced to their respective Planned Balances (as set forth in the Principal Balance Schedules) for such Distribution Date; and (3) concurrently, 75.00000000000% to the Class A-18 Certificates and 25.00000000000% to the Class A-16 Certificates, until their respective Class Certificate Balances have been reduced to their respective Planned Balances (as set forth in the Principal Balance Schedules) for such Distribution Date; and (4) to the Class A-1 Certificates until their Class Certificate Balance has been reduced to their Planned Balance (as set forth in the Principal Balance Schedules) for such Distribution Date; and (5) concurrently, 74.76977418948% to the Class A-2 Certificates until their Class Certificate Balance has been reduced to zero and 25.23022581052% sequentially to the Class A-9, Class A-10, Class A-11 and Class A-12 Certificates, in that order, until their respective Class Certificate Balances have been reduced to zero; and (6) sequentially, to the Class A-3, Class A-4 and Class A-5 Certificates, in that order, until their Class Certificate Balances have been reduced to zero; and (7) concurrently, to the Class A-6 and Class A-13 Certificates, pro rata, until their Class Certificate Balances have been reduced to zero; and (8) concurrently, to the Class A-7 and Class A-14 Certificates, pro rata, until their Class Certificate Balances have been reduced to zero; and (9) to the Class A-8 Certificates until their Class Certificate Balance has been reduced to zero; and (10) to the Class A-1 Certificates, without regard to their Planned Balances (as set forth in the Principal Balance Schedules) until their Class Certificate Balance has been reduced to zero; and (11) concurrently, 66.66666719173% to the Class A-15 Certificates and 33.33333280827% to the Class A-16 Certificates, without regard to their respective Planned Balances, until the Class Certificate Balance thereof of the Class A-15 Certificates has been reduced to zero; and (12) concurrently, 75.00000000000% to the Class A-18 Certificates and 25.00000000000% to the Class A-16 Certificates, without regard to their respective Planned Balances, until their respective Class Certificate Balances have been reduced to zero; and (13) to the Class A-19 Certificates until their Class Certificate Balance has been reduced to zero. On each Distribution Date after the Cross-Over Date, distributions of principal on the outstanding Senior Certificates entitled to principal distributions will be made pro rata among all such Certificates, regardless of the allocation, or sequential nature, of principal payments described above. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R RU or Class A-RL Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.24.2 on such Distribution Date. Any distributions pursuant to this subsection (c) shall not reduce the Class Certificate Balance of the Class A-RU and Class A-RL Certificates. (d) If on any Distribution Date the Class Certificate Balances of the Subordinated Certificates have each been reduced to zero, the amount distributable to the Senior Certificates pursuant to Section 4.2(a)(iii) for such Distribution Date and each succeeding Distribution Date shall be allocated among such Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2(a)(iii). (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Class B Certificates (other than the Class B-1 Certificates) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class of Class B Certificates pursuant to clauses (2), (3) and (5) of the Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (v) through (ix) of Section 4.2(a) have been distributed, such amounts shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates in order of priority, such that no such distribution shall be made to any Class of Certificates while a prior such Class is outstanding. (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month the Trustee shall withdraw from the Distribution Account and distribute to the Holders of each outstanding Class to which such Realized Loss had previously been allocated its share (determined as described in the succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute to the Holders of all outstanding Classes of the related Certificates to which Realized Losses had previously been allocated and not reimbursed their pro rata share (determined as described below) of such excess in an amount not to exceed the aggregate amount of any Realized Loss previously allocated to such Class with respect to any other Mortgage Loan that has not been recovered in accordance with this subsection (f). Any distributions made pursuant to this subsection (f) shall not reduce the Class Certificate Balance of the related Certificate. For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts being allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) (1) to the Classes of Senior Certificates entitled to distributions of principal, other than the Class PO Certificates, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date andDate, in the case of the Group II Senior Certificates, (in the order of priority set forth below in Section 4.2(b)), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates, from the Available Funds, to the Class PO Certificates, in reduction of the Class Certificate Balance thereof, the Class PO Principal Distribution Amount for such Distribution Date until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class PO Certificates, the Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the Subordinated Optimal Principal Amount for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vvi) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vivii) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiviii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiiix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed sequentially, in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) concurrently, as follows: (A) 25.0000000000% of the remaining Senior Optimal Principal Amount for such Distribution Date, to the Class A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (B) 26.2008733624% of the remaining Senior Optimal Principal Amount for such Distribution Date, in the following order of priority; i. to the Class A-9 and Class A-10 Certificates, pro rata, the NAS I Principal Distribution Amount for such Distribution Date, until the respective Class Certificate Balances of each have each been reduced to zero; ii. to the Class A-5 Certificates, until an amount of $1,000 has been paid on each Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; iii. to the Class A-7 Certificates, until an amount of $382,360 has been paid on each Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; iv. sequentially, to the Class A-5 and Class A-7 Certificates, in that order, until the respective Class Certificate Balances of each have been reduced to zero; and v. to the Class A-9 and Class A-10 Certificates, pro rata, without regard to the NAS I Principal Distribution Amount for such Distribution Date, until the respective Class Certificate Balances of each have each been reduced to zero; and (iiC) 48.7991266376% of the remaining Senior Optimal Principal Amount for such Distribution Date, in the following order of priority; i. to the Class II-A-1 A-8 Certificates, the NAS II Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; ii. sequentially, to the Class A-3 and Class A-4 Certificates, in that order, until the respective Class Certificate Balances of each have been reduced to zero; and iii. to the Class A-8 Certificates, without regard to the NAS II Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and through (b) and (d). Any distributions pursuant to this subsection (c) shall not reduce the Class Certificate Balance of the Class A-R Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Senior Certificates pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the Classes of Senior Certificates (other than the Class PO Certificates), pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Sections 4.2(a) through (b) above. (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (v) through (x) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in clauses (v) through (x) of Section 4.2(a) . (f) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”), in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.24.2(a)(iii). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be (i) with respect to the Class PO Certificates, based on the PO Percentage of the principal portion of the Realized Loss previously allocated thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes of the next to last sentence of the preceding paragraph), and (ii) with respect to any other Class of Certificates, based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the Non-PO Percentage of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans); provided however, that (i) the share of an Unanticipated Recovery allocable to a Principal Only Certificate with respect to any Mortgage Loan (or Loans) shall be reduced by the PO Percentage of the aggregate amount previously distributed to such Class in respect of such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to the Class PO Certificates have been so reduced shall be distributed to the Classes of Certificates described in clause (ii) of the preceding paragraph in the same proportion as described in such clause (ii). For purposes of the preceding sentence, any Class PO Deferred Amount distributable to a Principal Only Certificate on previous Distribution Dates shall be deemed to have been allocated in respect of the Mortgage Loans as to which the PO Percentage of the principal portion of Realized Losses has previously been allocated to such Class on a pro rata basis (based on the amount of Realized Losses so allocated).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw 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 for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates and to the Supplemental Interest Account in the following order of priority: (A) to the related Certificate GroupSupplemental Interest Account, the Accrued Certificate Interest on each such Class 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), but not including any Defaulted Swap Termination Payment, owed to the Swap Provider for such Distribution Date; (B) from the Interest Remittance Amounts for both Loan Groups, to the Class A Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for such Distribution Date, allocated pursuant to clauses (iv) and (v) of this 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 Class 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 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 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 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 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 on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class B-1 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-2 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-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date. (ii) (A) on each Distribution Date (1) before the Stepdown Date or (2) 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) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class IIM-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, ▇▇▇▇▇ ▇-A-1 ▇, ▇▇ass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates and Group III Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) concurrently, to the Class II-A-R RU and Class II-A-RL Certificates, pro rata, until the their respective Class Certificate Balance thereof has Balances have each been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R RU and Class II-A-RL Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (c) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the respective Class Certificate Balances of the Class II-A-RU and Class II-A-RL Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (e) If (i) on any Distribution Date the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class' remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates in order of priority, such that no such distribution shall be made to any Class of Subordinated Certificates while a Class of Subordinated Certificates having a distribution priority higher than such Class is outstanding; and (ii) notwithstanding the priorities and allocations contained in Section 4.2(a) and (b), with respect to any Certificate Group, the Two Times Test is not satisfied, each Class of Subordinated Certificates will be entitled to receive, in respect of clauses (2), (3) and (5) of the definition of Subordinated Optimal Principal Amount for each mortgage pool, an amount equal to the product of (x) their Allocable Share and (y) the percentages set forth in the following table: Distribution Date occurring in Percentage ------------------------------ ---------- May 2004 through April 2009 0% May 2009 through April 2010 30% May 2010 through April 2011 40% May 2011 through April 2012 60% May 2012 through April 2013 80% May 2013 and thereafter 100% (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw from the Distribution Account and sequentially increase the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated, in the order of payment priority described in this Agreement, by the amount of Unscheduled Recoveries in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (g) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Section 4.2(b), as applicable, until the total Class Certificate Balance of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an "Undercollateralization Distribution"). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pool not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of such other Certificate Group. In addition, the amount of any unpaid Net Interest Shortfalls with respect to any Undercollateralized Group on any Distribution Date (including any Net Interest Shortfalls for the related Distribution Date) will be distributed to the Senior Certificates of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(g), no distribution of principal will be made to any Class of Subordinated Certificates until each Undercollateralized Group is no longer undercollateralized. If more than one Undercollateralized Group on any Distribution Date is entitled to an Undercollateralization Distribution, such Undercollateralization Distribution shall be allocated among the Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance of the related Senior Certificates is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Undercollateralized Groups. If more than one Certificate Group on any Distribution Date is required to make an Undercollateralization Distribution to an Undercollateralized Group, the payment of such Undercollateralization Distributions shall be allocated among such Certificate Groups, pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Groups pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates, unless (a) the weighted average of the Subordinated Percentages for the Mortgage Pools, weighted on the basis of the Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool, is at least two times the weighted average of the initial Subordinate Percentage for the Mortgage Pools (calculated on such basis) and (b) the aggregate Stated Principal Balance of all of the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this Section 4.2purpose any such Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%. Except as provided otherwise in this -67-

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts being allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) to the Classes of Senior Certificates Certificates, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to MBIA, any reimbursement amounts due to MBIA under the Insurance Agreement; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vvi) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vivii) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiviii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiiix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. To the extent that the amounts available for distribution for such Distribution Date are insufficient so as to require an MBIA Insurance Payment with respect to the Insured Retail Certificates, the Trustee shall (A) in the case of such MBIA Insurance Payments relating to Net Interest Shortfalls (other than any interest shortfalls resulting from Relief Act Reductions and Net Prepayment Interest Shortfalls), first, make a Reserve Fund Withdrawal in accordance with Section 4.7 and then, to the extent required, make a claim under the MBIA Policy in accordance with Section 10.1 and (B) in the case of all other MBIA Insurance Payments, make a claim under the MBIA Policy in accordance with Section 10.1. Any amounts received by the Trustee with respect to a Reserve Account Withdrawal and from MBIA with respect to a claim on the MBIA Policy, shall be paid to the Insured Retail Certificates pursuant to this Section. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) pro rata, to the Class II-A-R RU and Class A-RL Certificates until their respective Class Certificate Balances have each been reduced to zero; (ii) commencing on the Distribution Date in July 2006, an amount up to $17,500 on such Distribution Date to the Class A-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and; (iiiii) concurrently, until the respective Class Certificate Balances of the Class A-1 and Class A-2 Certificates have each been reduced to zero, as follows: (1) 65.5% of the remaining Senior Optimal Principal Amount, concurrently, as follows: (A) 50.0% of such amount to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II I Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) ), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) concurrently, to the Class III-A-R RU and Class I-A-RL Certificates, pro rata, until the their respective Class Certificate Balance thereof has Balances have each been reduced to zero; and (ii) to the Class III-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R RU and Class I-A-RL Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the respective Class Certificate Balances of the Class I-A-RU and Class I-A-RL Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (e) If (i) on any Distribution Date the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class' remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates in order of priority, such that no such distribution shall be made to any Class of Subordinated Certificates while a Class of Subordinated Certificates having a distribution priority higher than such Class is outstanding; and (ii) notwithstanding the priorities and allocations contained in Section 4.2(a) and (b), with respect to any Certificate Group, the Two Times Test is not satisfied, each Class of Subordinated Certificates will be entitled to receive, in respect of clauses (2), (3) and (5) of the definition of Subordinated Optimal Principal Amount for each Mortgage Pool, an amount equal to the product of (x) their Allocable Share and (y) the percentages set forth in the following table: Distribution Date occurring in Percentage ------------------------------ ------------ July 2004 through June 2011 0% July 2011 through June 2012 30% July 2012 through June 2013 40% July 2013 through June 2014 60% July 2014 through June 2015 80% July 2015 and thereafter 100% (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of such Realized Loss previously allocated to such Class, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement.. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (g) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Section

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall, from funds on deposit in the Distribution Account, pay the Credit Risk Manager the Credit Risk Manager Fee for such Distribution Date and shall withdraw make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of Certificates in the following order of priority: (A) to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amount and any Unpaid Interest Amounts for such Distribution Date, allocated in accordance with classes (iv) and (v) of this Section 4.02(a); (B) to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (F) 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) before the related Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of Offered Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been are reduced to zero; (ivb) sequentially to the Class B-1 CertificatesM-1, to the extent of remaining Available Funds for the Mortgage PoolsClass M-2, but subject to the prior payment of amounts described under Section 4.2(g)Class B-1, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following that order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the respective Class Certificate Balance thereof has been Balances are reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates in the following order of priority: (A) to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class B-1 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-2 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-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class IIM-1, Class M-2, Class M-3, Class M-4, Class M-5, Class ▇-A-1 ▇, ▇▇▇▇▇ ▇-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, prior to the Trustee Credit Support Depletion Date, the Securities Administrator shall withdraw make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds Distribution Amounts for each Collateral Group remaining: (i) to the Classes each Class of Senior Certificates of (other than the Principal Only Certificates) related Certificate to such Collateral Group, the Accrued Certificate Interest on thereon, pro rata in proportion to the amount of Accrued Certificate Interest owing to each such Class for such Distribution DateClass; (ii) to the Classes of Senior Certificates of (other than the Interest Only Certificates) related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate such Collateral Group, to the extent of the remaining Available Funds Distribution Amounts for such Collateral Group, as follows: (A) to the Residual Certificates, in reduction of their Class Principal Balance, from the related Mortgage PoolAvailable Distribution Amount for Collateral Group 1, until the Class Principal Balance of each such class is reduced to zero; (B) to the Class A1A and Class A1B Certificates, in reduction of their Class Principal Balance, from the Available Distribution Amounts for Collateral Group 1 in an amount up to the Senior Principal Distribution Amount for Collateral Group 1 for such Distribution Date, pro rata, in proportion to the Class Principal Balance of each such class, until the Class Principal Balance thereof is reduced to zero; (C) to the Class A2A and Class A2B Certificates, in reduction of their respective Class Principal Balances, from the Available Distribution Amounts for Collateral Group 2 in an amount up to the Senior Principal Distribution Amount for Collateral Group 2 for such Distribution Date, pro rata, in proportion to the Class Principal Balance of each such class, until the Class Principal Balance thereof is reduced to zero; (D) to the Class A-PO Certificates, in reduction of their Class Principal Balance, from the Available Distribution Amounts for Collateral Group 1 in an amount up to the A-PO Principal Distribution Amount for Collateral Group 1 for such Distribution Date, until the Class Principal Balance thereof is reduced to zero; and (iii) from amounts otherwise payable to the Subordinate Certificates, to the Class A-PO Certificates, the related Senior Optimal principal portion of Current Realized Losses and the Deferred Principal Amount for such Class A-PO Certificates and such Distribution Date; provided, however, that, if necessary, the aggregate of all such amounts distributed on such Distribution Date shall not exceed the aggregate Subordinate Principal Distribution Amount (without regard to the proviso of such definition) for the Subordinate Certificates and, in provided further, that such amounts will not reduce the case Class Principal Balance of the Group II Senior such Class A-PO Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of the remaining Available Funds Distribution Amounts for the Mortgage Pools, but Collateral Group 1 and Collateral Group 2 and subject to the prior payment distribution of amounts described under Section 4.2(g)4.01(d) below, to the Subordinate Certificates, in their order of seniority the following order: sum of (1i) the Accrued Certificate Interest thereon pro rata on the basis of the amount owing to each such class, and (ii) their pro rata shares, based on their outstanding Certificate Balances, of the Subordinate Principal Distribution Amount for each such Collateral Group, as applicable; provided, however, that on any Distribution Date on which the Subordination Level for any class of Subordinate Certificates is less than its Subordination Level as of the Closing Date, the portion of the Subordinate Principal Prepayment Amount otherwise allocable to the class or classes of Subordinate Certificates junior to such class will be allocated pro rata to the most senior class of Subordinate Certificates for which the Subordination Level on such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates Date is less than the Subordination Level as of the Closing Date and (3) such Class' Allocable Share for such Distribution Dateall classes of Subordinate Certificates senior thereto; (v) to the Class B-2 Certificates, to the extent each related class of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)certificates, in the following order: (1) order of their seniority, the Accrued Certificate Interest thereon for amount of any unreimbursed Realized Losses previously allocated to such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date;certificates; and (vi) after all of the other Classes of Certificates have been paid in full, the remainder, if any, which is expected to be zero, of the Class B-3 Certificates, to Available Distribution Amounts for all Collateral Groups (other than any Fair Market Value Excess remaining after an optional termination of the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viiTrust Fund) to the Class B-4 Residual Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated On each Distribution Date, all amounts representing Prepayment Premiums from the Mortgage Loans received during the related Principal Prepayment Period shall be distributed by the Securities Administrator to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order holders of priority: (i) to the Class II-A-R P Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date on or after the Credit Support Depletion Date, the Trustee shall distribute to the Holders extent of the Available Distribution Amount allocable to each Collateral Group on such Distribution Date, distributions shall be made to the Senior Certificates related to each such Collateral Group (other than the Class A-IO Certificates), in respect of interest (pro rata according to Accrued Certificate Interest for such Distribution Date) and then with respect to principal (pro rata according to their outstanding principal balances); and the remainder (other than any Fair Market Value Excess remaining after the optional termination of the Trust Fund), if any, which is expected to be zero, of the Available Distribution Amounts for each such Collateral Group shall be distributed to the holder of the Class II-R Certificates. (d) On each Distribution Date prior to the Credit Support Depletion Date, but after the date on which the total Certificate Balance of the Senior Certificates of a Certificate Group (other than the Class A-R PO Certificates) has been reduced to zero, amounts otherwise distributable as principal on each class of Subordinate Certificates, in respect of such class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount for the Collateral Group relating to such retired Senior Certificates, will be distributed as principal to all other Senior Certificates (other than any related Class A-PO or Class A-IO Certificates), until the Class Principal Balances thereof have been reduced to zero. In addition, on any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts with respect to the related Mortgage Loans otherwise distributable as principal on the related Subordinate Certificates, in reverse order of priority (other than amounts necessary to pay Deferred Principal Amounts or unpaid Current Shortfalls) (or, following the related Credit Support Depletion Date, such other amounts described in the immediately following sentence), shall be distributed as principal to the Senior Certificates (other than any Interest Only Certificates and the Class A-PO Certificates) of such Undercollateralized Group, until the aggregate Certificate Principal Balance of such Senior Certificates equals the Non-AP Pool Balance of the related Collateral Group (such distribution, an “Undercollateralization Distribution”). In the event that any Certificate Group constitutes an Undercollateralized Group on any Distribution Date following the related Credit Support Depletion Date, Undercollateralization Distributions shall be made from any Available Funds Distribution Amounts for each related Collateral Group that does not constitute an Undercollateralized Group remaining in after all required amounts have been distributed to the related REMIC Senior Certificates (other than the Class A-PO Certificates and Class A-IO Certificates) of such other Certificate Group. In addition, the amount of any unpaid interest shortfalls with respect to an Undercollateralized Group on any Distribution Date (including any Current Shortfalls for such Distribution Date after application of all amounts described in clauses Date) shall be distributed to the Senior Certificates (a) and (bother than the Class A-PO Certificates) of this such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the related Subordinate Certificates, in reverse order of priority (or, following the Credit Support Depletion Date, as provided in the preceding sentence). On each Distribution Date on which any Fair Market Value Excess is on deposit in the Certificate Account and such Fair Market Value Excess has not been previously distributed in accordance with Section 4.24.01(c), the Securities Administrator shall withdraw such Fair Market Value Excess, from the Certificate Account, and shall distribute it to the Holder of the Class RC Certificates.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group and to MBIA in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii1) to the Classes of Senior Certificates of the related Certificate Group, other than the Class I-A-PO Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates corresponding to Pool I, from the Available Funds for such Mortgage Pool, to the Class I-A-PO Certificates, the Class I-A-PO Principal Distribution Amount for such Distribution Date; (iv) to the Class I-A-PO Certificates, to the extent of remaining Available Funds, the Class I-A-PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the aggregate Subordinated Optimal Principal Amount for both Mortgage Pools on such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balance of the Class I-A-PO Certificates, and (3) no distribution will be made in respect of the Class I-A-PO Deferred Amount after the Cross-over Date; (v) to MBIA, any reimbursement amounts due to MBIA under the Insurance Agreement; (vi) to the Class B-1 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date;: (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-4 Certificates, to the extent of remaining Available Funds for both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (x) to the Class B-5 Certificates, to the extent of remaining Available Funds for both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixxi) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. To the extent that the amounts available for distribution for such Distribution Date are insufficient so as to require an MBIA Insurance Payment with respect to the Insured Retail Certificates, the Trustee shall (A) in the case of such MBIA Insurance Payments relating to Net Interest Shortfalls (other than any interest shortfalls resulting from Relief Act Reductions and Net Prepayment Interest Shortfalls), first, make a Reserve Fund Withdrawal in accordance with Section 4.7 and then, to the extent required, make a claim under the MBIA Policy in accordance with Section 10.1 and (B) in the case of all other MBIA Insurance Payments, make a claim under the MBIA Policy in accordance with Section 10.1. Any amounts received by the Trustee with respect to a Reserve Account Withdrawal and from MBIA with respect to a claim on the MBIA Policy, shall be paid to the Insured Retail Certificates pursuant to this Section. (b) Amounts allocated to the Group I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) concurrently, to the Class I-A-RU and Class I-A-RL Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero; (ii) concurrently, to the Class I-A-6 and Class I-A-7 Certificates, pro rata, in an amount up to their Group I NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (iii) to the Class I-A-4 and Class I-A-5 Certificates, on each Distribution Date commencing after the Distribution Date in May 2007, an amount up to $2,142.86 and $25,000.00, respectively, on such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (iv) sequentially, to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero (v) concurrently, to the Class I-A-4 and Class I-A-5 Certificates, pro rata, in that order, until their respective Class Certificate Balances have each been reduced to zero; and (vi) concurrently, to the Class I-A-6 and Class I-A-7 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R A-4 Certificates, in an amount up to their Group II NAS Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (ii) sequentially, to the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; and (iiiii) to the Class II-A-1 A-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R RU and Class I-A-RL Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.2 and the reimbursement of amounts due to MBIA as the insurer of the Insured Retail Certificates are paid to MBIA on such Distribution Date. Any distributions pursuant to this subsection (d) shall not reduce the respective Class Certificate Balances of the Class I-A-RU and Class I-A-RL Certificates. (e) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata (other than the Class I-A-PO Certificates, in the case of the Group I Senior Certificates), on the basis of their respective Class Certificate 77 Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (f) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (v) through (x) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class' remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (g) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee, subject to MBIA's subrogation rights, shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of such Realized Loss previously allocated to such Class, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be (i) with respect to the Class I-A-PO Certificates, based on the applicable PO Percentage of the principal portion of the Realized Loss previously allocated thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes of the next to last sentence of the preceding paragraph), and (ii) with respect to any other Class of Certificates, based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion (or in the case of Pool I, the applicable Non-PO Percentage thereof) of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans); provided however, that (i) the share of an Unanticipated Recovery allocable to a Class I-A-PO Certificate with respect to any Mortgage Loan (or Loans) shall be reduced by the aggregate amount previously distributed to such Class on account of the applicable Class PO Deferred Amount in respect of such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to the Class I-A-PO Certificates have been so reduced shall be distributed to the Classes of Certificates described in clause (ii) of the preceding paragraph in the same proportion as described in such clause (ii). For purposes of the preceding sentence, any Class PO Deferred Amount distributable to a Class I-A-PO Certificate on previous Distribution Dates shall be deemed to have been allocated in respect of the Mortgage Loans as to which the applicable PO Percentage of the principal portion of Realized Losses has previously been allocated to such Class on a pro rata basis (based on the amount of Realized Losses so allocated). (h) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group (other than the Class I-A-PO Certificates, in the case of the Group I Senior Certificates) in accordance with the priorities set forth in Sections 4.2(b) and (c), until the total Class Certificate Balance of such Senior Certificates equals the Pool Principal Balance of the related Mortgage Pool, and then to MBIA any reimbursement amounts due MBIA (such distribution, an "Undercollateralization Distribution"). If the Senior Certificates of a Certificate Group (other than the Class I-A-PO Certificates, in the case of the Group I Senior Certificates) constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the other Mortgage Pool remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of the other Certificate Group (other than the Class I-A-PO Certificates, in the case of the Group I Senior Certificates) and to MBIA with respect to the Group I Senior Certificates. In addition, the amount of any unpaid Net Interest Shortfalls with respect to an Undercollateralized Group on any Distribution Date (including any Net Interest Shortfalls for the related Distribution Date) will be distributed to the Senior Certificates of the Undercollateralized Group (other than the Class I-A-PO Certificates, in the case of the Group I Senior Certificates) prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (other than the Class I-A-PO Certificates, in the case of the Group I Senior Certificates) (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepaymen

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group allocate from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of LIBOR Certificates in the following order of priority: (A) to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, in each case pursuant to the allocation set forth in clauses (iv), (v) and (vi) of this Section 4.02(a); (B) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class B-1 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-2 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-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making allocations pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class IIM-1, Class M-2, Class M-3, Class M-4, Class M-5, ▇▇▇▇▇ ▇-A-1 ▇, ▇lass B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon (or added to the balance thereof); (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest remaining undistributed for that Class for that Distribution Date; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II I, Group II, Group III and Group IV Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), (c), (d) and (e), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class I-A-1 and Class I-A-2 Certificates, pro rata, based on their respective Class Certificate Balances, until their respective Class Certificate Balances have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently to the Class II-A-1 and Class II-A-2 Certificates, until the pro rata, based on their respective Class Certificate Balance thereof has Balances, until their respective Class Certificate Balances have each been reduced to zero. (cd) Amounts allocated to the Group III Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class III-A-1 and Class III-A-2 Certificates, pro rata, based on their respective Class Certificate Balances, until their respective Class Certificate Balances have each been reduced to zero. (e) Amounts allocated to the Group IV Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class IV-A-1 and Class IV-A-2 Certificates, pro rata, based on their respective Class Certificate Balances, until their respective Class Certificate Balances have each been reduced to zero. (f) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b), (c), (d) and (be) of this Section 4.2. Any distributions pursuant to this subsection (f) shall not reduce the Class Certificate Balance of the Class II-A-R Certificates. (g) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (h) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (i) In the event that in any calendar month the Master Servicer recovers an amount (an “Unanticipated Recovery”) in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (i). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (j) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Sections 4.2(b), (c), (d) and (e) until the total Class Certificate Balance of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pools not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of such other Certificate Groups. In addition, the amount of any unpaid Accrued Certificate Interest with respect to any Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificates of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(j), no distribution of principal will be made to any Class of Subordinated Certificates until an Undercollateralized Group is no longer undercollateralized. If more than one Undercollateralized Group on any Distribution Date is entitled to an Undercollateralization Distribution, such Undercollateralization Distribution shall be allocated among the Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance of the related Senior Certificates is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Undercollateralized Groups. If amounts in respect of more than one Certificate Group on any Distribution Date are required to make an Undercollateralization Distribution to an Undercollateralized Group, the payment of such Undercollateralization Distributions shall be allocated among such Certificate Groups, pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Groups pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates, unless (a) the Aggregate Subordinated Percentage for such Distribution Date is at least two times the Aggregate Subordinated Percentage as of the Closing Date, (b) the aggregate Stated Principal Balance of all the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this purpose any Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%, and (c) the cumulative Realized Losses in the Mortgage Pools do not exceed (i) 20% of the Original Subordinated Principal Balance if such Distribution Date occurs between and including April 2006 and March 2009, and 30% of the Original Subordinated Principal Balance if such Distribution Date occurs on or after April 2009. Except as provided otherwise in this Section 4.2(j), all distributions described above will be made in accordance with the priorities set forth in Section 4.2(a), (b), (c), (d) and (e).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I, Group II and Group III Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), (c) and (d), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class III-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates until the Class Certificate Balance thereof has been reduced to zero. (d) Amounts allocated to the Group III Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class III-A-1 Certificates until the Class Certificate Balance thereof has been reduced to zero. (e) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b), (c) and (bd) of this Section 4.24.

Priorities of Distribution. (aI) (A) On each Distribution Date, with respect to the Trustee Group I Certificates, the Group II Certificates, the Group III Certificates and the Group IV Certificates, the Trust Administrator shall withdraw determine the amounts to be distributed to each Class of Certificates as follows: (a) with respect to the Certificate Group I and the Class AR Certificates and from the Available Funds for each Certificate Distribution Amount relating to Loan Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each caseI: (i) concurrently, to the extent Class I-A Certificates, the Class AR 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 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; (ii) on each Distribution Date prior to the Credit Support Depletion Date, from the Available Funds remainingDistribution Amount for Loan Group I remaining after giving effect to the distributions pursuant to clause I(A)(a)(i) above, to the Class I-A Certificates and the Class AR Certificates, the related Senior Principal Distribution Amount, sequentially, to the Class A-R and Class I-A Certificates, in that order, until their respective Class Principal Balances have been reduced to zero; (b) with respect to Certificate Group II and from the Available Distribution Amount relating to Loan Group II: (i) concurrently, to the Class II-A Certificates and the Interest Remittance Amount, an amount allocable to interest equal to the Class II-A 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 between such Class and Group II Excess Interest Amount, as applicable, that would have been distributed in the absence of such shortfall; (ii) on each Distribution Date prior to the Credit Support Depletion Date, from the Available Distribution Amount for Loan Group II remaining after giving effect to the distributions pursuant to clause I(A)(b)(i) above, to the Class II-A Certificates, the related Senior Principal Distribution Amount; (c) with respect to Certificate Group III and from the Available Distribution Amount relating to Loan Group III: (i) concurrently, to the Class III-A and Class III-X Certificates, an amount allocable to interest equal to the related Interest Distribution Amount, any shortfall being allocated pro rata among such Classes in proportion to the amount of the Interest Distribution Amount that would have been distributed in the absence of such shortfall; (ii) on each Distribution Date prior to the Credit Support Depletion Date, from the Available Distribution Amount for Loan Group III remaining after giving effect to the distributions pursuant to clause I(A)(c)(i) above, to the Class III-A Certificates, the related Senior Principal Distribution Amount; (d) with respect to Certificate Group IV and from the Available Distribution Amount relating to Loan Group IV: (i) to the Classes of Senior Certificates of Class IV-A Certificates, an amount allocable to interest equal to the related Certificate GroupInterest Distribution Amount; (ii) on each Distribution Date prior to the Credit Support Depletion Date, from the Available Distribution Amount for Loan Group IV remaining after giving effect to the distributions pursuant to clause I(A)(d)(i) above, to the Class IV-A Certificates, the Accrued Certificate related Senior Principal Distribution Amount; (e) from the Available Distribution Amount relating to Loan Group I, Loan Group II, Loan Group III and Loan Group IV remaining after the distributions pursuant to (a), (b), (c) and (d) above, to each Class of Subordinate Certificates relating to Loan Group I, Loan Group II, Loan Group III and Loan Group IV, subject to paragraphs (B) and (C) below, in the following order of priority: (i) first, to the Class C-B-1 Certificates, an amount allocable to interest equal to the Interest on each Distribution Amount for such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Datessecond, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) Class C-B-1 Certificates, an amount allocable to the Classes of Senior Certificates of the related Certificate Group, principal equal to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount its Pro Rata Share for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have Principal Balance of Class C-B-1 Certificates has been reduced to zero; (iviii) third, to the Class B-1 C-B-2 Certificates, an amount allocable to interest equal to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon Distribution Amount for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share Class for such Distribution Date; (viv) fourth, to the Class C-B-2 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon its Pro Rata Share for such Distribution DateDate until the Class Principal Balance of Class C-B-2 Certificates has been reduced to zero; (v) fifth, (2) any Accrued Certificate to the Class C-B-3 Certificates, an amount allocable to interest equal to the Interest thereon remaining undistributed from previous Distribution Dates and (3) Amount for such Class' Allocable Share Class for such Distribution Date; (vi) sixth, to the Class C-B-3 Certificates, an amount allocable to the extent of remaining Available Funds for the Mortgage Pools, but subject principal equal to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable its Pro Rata Share for such Distribution DateDate until the Class Principal Balance of Class C-B-3 Certificates has been reduced to zero; (vii) seventh, to the Class C-B-4, Class C-B-5 and Class C-B-6 Certificates, interest and principal in the same manner as for the Class C-B-1, Class C-B-2 and Class C-B-3 Certificates, first to the Class C-B-4 Certificates, then to the extent of remaining Available Funds for the Mortgage Pools, but subject Class C-B-5 Certificates and then to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution DateClass C-B-6 Certificates; (viii) eighth, 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 unreimbursed Realized Losses previously allocated to that Class, if any; provided, however, that any distribution pursuant to this clause (viii) shall not result in a further reduction of the extent Class Principal Balance of remaining Available Funds for any of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution DateGroup C-B Certificates; and (ix) to the Class B-6 AR Certificates, any remaining Available Distribution Amount for Loan Group I, Loan Group II, Loan Group III and Loan Group IV. Notwithstanding the allocation and priority set forth in Sections 4.01(I)(A)(a)(ii) and (c)(ii) hereof, on each Distribution Date on or after the Credit Support Depletion Date, the portion of the related Available Distribution Amount available to be distributed to the extent related Class of remaining Available Funds for each Mortgage PoolClass A Certificates and the Class AR Certificates specified in such Section will be distributed by the Trust Administrator among such Classes, but subject pro rata, on the basis of their respective Class Principal Balances or Notional Amounts, as applicable, (prior to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for making any distributions on such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance Principal Balances or Notional Amounts, as applicable, thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw pay the Available Funds Premium Amount for each such Distribution Date to the Class A-1 Certificate Group Insurer from amounts withdrawn from the applicable subaccount of Collection Account pursuant to Section 3.11(a)(i)(B) and, from funds on deposit in the Distribution Account, make the disbursements and transfers from amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes holders of Senior each Class of LIBOR Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to and the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued A-1 Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed Insurer in the following order of priority: (iA) to the Class II-A-R A-1 Certificates, until the Accrued Certificate Interest Distribution Amount and any Unpaid Interest Amounts for such Class on such Distribution Date; (B) to the Class A-1 Certificate Balance thereof has been reduced Insurer, any Reimbursement Amount; (C) to zerothe Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (iiF) to the Class II-B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a) 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 Certificates then entitled to distributions of principal and the Class A-1 Certificate Insurer 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) to the Class A-1 Certificates, until the Class Certificate Balance thereof has been is reduced to zero.; (b) to the Class A-1 Certificate Insurer, the amount of any remaining Reimbursement Amount; and (c) On each Distribution Date, the Trustee shall distribute sequentially to the Holders of Class M-1, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class thereon for such Distribution Date and to FSA, concurrently with the interest distribution to the Class A-3 Certificates, the FSA Premium due on such Distribution Date; provided that any shortfall in available amounts shall be allocated among such Classes in proportion to the amount of Accrued Certificate Interest that would otherwise be distributable thereto; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts shall be allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) to the Classes of Senior Certificates entitled to principal distributions, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in clauses (i) and (ii) of Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date. To the extent that the Available Funds for such Distribution Date are insufficient to make the Guaranteed Distribution to the Class A-3 Certificates in accordance with the foregoing, the Trustee shall make a Reserve Fund Withdrawal in accordance with Section 4.7 and/or a claim under the FSA Policy in accordance with Section 10.2. The Class A-3 Certificateholders shall be entitled to receive the amounts, if any, distributed to the Class A-3 Certificates pursuant to Sections 4.7 and 10.2 on such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to the priority described above in Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) commencing on the Distribution Date in September 2006, to the Class II-A-4 Certificates, in an amount up to the Class A-4 Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (ii) to the remaining Classes of Senior Certificates, less the Class A-4 Principal Distribution Amount, in the following order of priority: (1) concurrently to the Class A-R RU and Class A-RL Certificates, until the respective Class Certificate Balances thereof have been reduced to zero; (2) commencing on the Distribution Date in September 2004, an amount equal to $25,000 on each Distribution Date to the Class A-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and; (ii3) concurrently as follows: first, 29.1063017604% of the remaining Senior Optimal Principal Amount sequentially to the Class II-A-1 and Class A-2 Certificates, in that order, until the respective Class Certificate Balance Balances thereof has have been reduced to zero. (c) On each Distribution Date; and second, the Trustee shall distribute to the Holders 70.8936982396% of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2Senior Optimal Principal Amount as follows:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), (c), (d) and (e), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class I-A-1 Certificates until the Class Certificate Balance thereof has been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) sequentially to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) and to the Class II-A-1 Certificates. (d) Amounts allocated to the Group III Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class III-A-1 Certificates. (e) Amounts allocated to the Group IV Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class IV-A-1 Certificates and the Class IV-A-2 Certificates, pro rata, until the respective Class Certificate Balance Balances thereof has have each been reduced to zero. (cf) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and through (be) of this Section 4.2. Any distributions pursuant to this subsection (f) shall not reduce the Class Certificate Balance of the Class II-A-R Certificates. (g) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances, as applicable, immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (h) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (i) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”), in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (i). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (j) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Sections 4.2(b) through (e) until the total Class Certificate Balance of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pools not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of such other Certificate Group. In addition, the amount of any unpaid Accrued Certificate Interest with respect to any Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificatesof such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(j), no distribution of principal will be made to any Class of Subordinated Certificates until an Undercollateralized Group is no longer undercollateralized. If more than one Undercollateralized Group on any Distribution Date is entitled to an Undercollateralization Distribution, such Undercollateralization Distribution shall be allocated among the Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance of the related Senior Certificates is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Undercollateralized Groups. If amounts in respect of more than one Certificate Group on any Distribution Date are required to make an Undercollateralization Distribution to an Undercollateralized Group, the payment of such Undercollateralized Distributions shall be allocated among such Certificate Groups, pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates with respect to such Certificate Group, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Groups pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates, unless (a) the Aggregate Subordinated Percentage for such Distribution Date is at least two times the Aggregate Subordinated Percentage as of the Closing Date, (b) the aggregate Stated Principal Balance of all the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this purpose any Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%, and (c) the cumulative Realized Losses in the Mortgage Pools do not exceed (i) 20% of the Original Subordinated Principal Balance if such Distribution Date occurs between and including ___ 200_ and ____ 200_, and 30% of the Original Subordinated Principal Balance if such Distribution Date occurs on or after ____ 200_. Except as provided otherwise in this Section 4.2(j), all distributions described above will be made in accordance with the priorities set forth in Section 4.2(a) through (e).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group allocate from the applicable subaccount of amounts then on deposit in the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order of priority and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupInterest Remittance Amount, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (iA) to the holders of the Class II-A Certificates, pro rata, the Accrued Certificate Interest and any Unpaid Interest Amount for each class of Class A Certificates (B) payable from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (C) payable from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest for such class on such Distribution Date; (D) payable from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (E) payable from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (F) payable from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (G) payable from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (H) payable from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (I) payable from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (J) payable from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; and (K) payable from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest for such Class on such Distribution Date; (ii) (x) on each Distribution Date (A-R ) 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 Certificates then entitled to distributions of principal as set forth below from the amounts remaining on deposit in the Distribution Account after making allocations pursuant to clause (i) above, in an amount equal to the Principal Distribution Amount in the following order of priority: (A) concurrently, with equal priority of payment: (1) to the Holders of the Class A-1 Certificates, until the Class Certificate Balance thereof of the Class A-1 Certificates has been reduced to zero; and (ii2) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof Certificates has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute and third, to the Holders Class A-4 Certificates until the Certificate Balance of the Class II-A-R A-4 Certificates any Available Funds remaining in has been reduced to zero; provided, however, that on and after the related REMIC for such Distribution Date after application on which the aggregate Class Certificate Balances of all amounts described the Subordinated Certificates and the principal balance of the Class X Certificates have been reduced to zero, any principal distributions allocated to the Class A Sequential Certificates shall be allocated pro rata among the Class A-2, Class A-3 and Class A-4 Certificates, based on their respective Class Certificate Balances, and distributed concurrently to the Class A-2, Class A-3 and Class A-4 Certificates; (B) sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, 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 clauses (a) and (b) of this Section 4.2that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. With respect to the Certificates: (a) On each Distribution Date, the Trustee Trust Administrator shall withdraw distribute the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Remittance Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed date in the following order of priority: (i) to the Certificate Insurer, the Certificate Insurer Premium due in connection with the Policy; (ii) concurrently, to the Senior Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for each such Class IIand such Distribution Date; (iii) to the Certificate Insurer, any unpaid Reimbursement Amount; (iv) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (v) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vi) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) concurrently, to the Class M-5-AA and Class M-5-R B Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for each such Class and such Distribution Date; (ix) to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) to the Class M-7 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 4.01(d), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (x) above (such amount, “Monthly Excess Interest”) for such Distribution Date. (b) On each Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event is in effect, the Trust Administrator shall distribute the Principal Payment Amount for such date in the following order of priority: (i) to the Senior Certificates, in the order set forth in Section 4.01(e), until their respective Class Principal Balances are reduced to zero; (ii) to the Certificate Insurer, any Certificate Insurer Premium and Reimbursement Amounts not repaid to the Certificate Insurer pursuant to Section 4.01(a) of this Agreement; (iii) to the Class M-1 Certificates, until the Class Certificate Principal Balance thereof 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 M-3 Certificates, until the 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-A and Class M-5-B Certificates, pro rata based on their respective Class Principal Balances, until their respective Class Principal Balances have 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; and (iix) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.01(d), any such Principal Payment Amount remaining after application pursuant to the Class II-A-1 Certificatesclauses (i) through (ix) above, until the Class Certificate Balance thereof has been reduced to zerofor such Distribution Date. (c) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event is not in effect, the Principal Payment Amount for such date will be paid in the following order of priority: (i) to the Senior Certificates, the Senior Principal Payment Amount, in the order set forth in Section 4.01(e), until their respective Class Principal Balances are reduced to zero; (ii) to the Certificate Insurer, any Certificate Insurer Premium and Reimbursement Amounts not repaid to the Certificate Insurer pursuant to Section 4.01(a) of this Agreement; (iii) to the Class M-1 Certificates, the Class M-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (iv) to the Class M-2 Certificates, the Class M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class M-3 Certificates, the Class M-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class M-4 Certificates, the Class M-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-5-A and Class M-5-B Certificates, the Class M-5 Principal Payment Amount, pro rata based on their respective Class Principal Balances, until their respective Class Principal Balances have been reduced to zero; (viii) to the Class M-6 Certificates, the Class M-6 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class M-7 Certificates, the Class M-7 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (x) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.01(d), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (ix) above, for such Distribution Date. (d) On each Distribution Date, the Trustee Trust Administrator shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (i) for the November 2006 Distribution Date, to the Class X Certificates, 100% of the Monthly Excess Interest; (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 effect, to the extent of Monthly Excess Interest for such Distribution Date, to the Certificates, in the following order of priority: (1) to the Senior Certificates, in the order set forth in Section 4.01(e) and giving effect to the limitations on distributions to such Classes in such section, until their respective Class Principal Balances are reduced to zero; (2) to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (3) to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (4) to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (5) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (6) to the Class M-5-A and Class M-5-B Certificates, pro rata based on their respective Class Principal Balances, until their respective Class Principal Balances have been reduced to zero; (7) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (8) to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (B) on each Distribution Date on or after the Stepdown Date and with respect to which a Trigger Event is not in effect, to fund any principal distributions required to be made on such Distribution Date pursuant to Section 4.01(c), after giving effect to the distribution of the Principal Payment Amount for such Distribution Date, in accordance with the priorities set forth therein; (iii) to the Class M-1 Certificates, any Deferred Amount for such Class; (iv) to the Class M-2 Certificates, any Deferred Amount for such Class; (v) to the Class M-3 Certificates, any Deferred Amount for such Class; (vi) to the Class M-4 Certificates, any Deferred Amount for such Class; (vii) to the Class M-5-A and Class M-5-B Certificates, pro rata based on amounts due, any Deferred Amount for such Classes; (viii) to the Class M-6 Certificates, any Deferred Amount for such Class; (ix) to the Class M-7 Certificates, any Deferred Amount for such Class; (x) to the Basis Risk Reserve Fund, the Required Basis Risk Reserve Fund Deposit, and from the Basis Risk Reserve Fund sequentially as follows: (1) to the Senior Certificates, pro rata based on amounts due, any applicable Basis Risk Shortfall for such Class; (2) to the Class M-1 Certificates, any applicable Basis Risk Shortfall for such Class; (3) to the Class M-2 Certificates, any applicable Basis Risk Shortfall for such Class; (4) to the Class M-3 Certificates, any applicable Basis Risk Shortfall for such Class; (5) to the Class M-4 Certificates, any applicable Basis Risk Shortfall for such Class; (6) to the Class M-5-A and Class M-5-B Certificates, pro rata based on amounts due, any Basis Risk Shortfall for such Classes; (7) to the Class M-6 Certificates, any applicable Basis Risk Shortfall for such Class; and (8) to the Class M-7 Certificates, any applicable Basis Risk Shortfall for such Class. (xi) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date together with amounts withdrawn from the Basis Risk Reserve Fund for distribution to the Class X Certificates pursuant to Sections 4.07(b), (c), (d) and from the Interest Rate Cap Accounts pursuant to Sections 4.08(b) and (g); and (xii) to the Class AR Certificates, any remaining amount, provided, however, that any amount that would be distributable pursuant to this priority (x) shall not be paid with respect to the Class AR Certificate but shall be paid instead with respect to the Class X Certificates pursuant to a contract that exists under this Agreement between the Class AR Certificateholders and the Class X Certificateholders. On any Distribution Date, distributions pursuant to Section 4.01(d)(viii)(1) through (8) above, will be made after giving effect to withdrawals from the Interest Rate Cap Accounts to pay Basis Risk Shortfalls on such Distribution Date pursuant to Section 4.08(e). (e) On each Distribution Date, the Principal Payment Amount, the Senior Principal Payment Amount or the Monthly Excess Cashflow, as applicable, will be distributed to the Senior Certificates as follow: (i) to the Class AR Certificates, until its Class Principal Balance is reduced to zero; (ii) to the Class A-6 Certificates, the Class A-6 Lockout Distribution Amount, until its Class Principal Balance is reduced to zero; (iii) to the Class A-1-A, Class A-1-B-1, Class A-1-B-2 and Class A-1-C Certificates, pro rata, based on their respective Class Principal Balances, until their respective Class Principal Balances are reduced to zero; provided however, that if a Sequential Trigger Event is in effect, the portion of principal allocable to the Class A-1-C Certificates will allocated to the Class A-1-B-1 and Class A-1-B-2 Certificates, pro rata, based on their respective Class Principal Balances, until their respective Class Principal Balances are reduced to zero and then to the Class A-1-C Certificates, until its Class Principal Balance has been reduced to zero; (iv) to the Class A-2 Certificates, until its Class Principal Balance is reduced to zero; (v) to the Class A-3-A and Class A-3-B Certificates, pro rata, based on their respective Class Principal Balances, until their respective Class Principal Balances are reduced to zero; (vi) to the Class A-4-A and Class A-4-B Certificates and the Class A-7-1 Component, pro rata, based on their respective Class Principal Balances or Component Principal Balance, as applicable, until their respective Class Principal Balances or Component Principal Balance, as applicable, are reduced to zero; (vii) to the Class A-5-A and Class A-5-B Certificates and the Class A-7-2 Component, pro rata, based on their respective Class Principal Balances or Component Principal Balance, as applicable, until their respective Class Principal Balances or Component Principal Balance, as applicable, are reduced to zero; provided however, that if a Sequential Trigger Event is in effect, the portion of principal allocable to the Class A-7-2 Component shall be allocated to the Class A-2 Certificates and the Class A-5-B Certificates, pro rata, based on their respective Class Principal Balances until their Class Principal Balances is reduced to zero, then to the Class A-7-2 Component, until its Component Principal Balance has been reduced to zero; and (viii) to the Class A-6 Certificates, until its Class Principal Balance is reduced to zero; Notwithstanding the foregoing, in the event that the aggregate Class Principal Balance of all Subordinate Certificates (other than the Class X Certificates) and the Overcollateralization Amount have been reduced to zero, principal distributions to the Senior Certificates will be distributed pro rata based on their respective Class Principal Balances or Component Principal Balance, as applicable; provided, however, if a Sequential Trigger Event is in effect, the pro rata allocations to the (i) Class A-1-C Certificates will be distributed to the Class A-1-B-1 and Class A-1-B-2 Certificates, pro rata, based on their respective Class Principal Balances, until their respective Class Principal Balances are reduced to zero and then to the Class A-1-C Certificates until its Class Principal Balance is reduced to zero, and (ii) Class A-7-2 Component will be distributed to the Class A-2 and Class A-5-B Certificates, pro rata, based on their respective Class Principal Balances, until their respective Class Principal Balances are reduced to zero and then to the Class A-7-2 Component until its Component Principal Balance is reduced to zero. (f) On the Closing Date, the Trust Administrator shall establish an account (the “Class P Reserve Fund”), which shall be an Eligible Account. The Class P Reserve Fund shall be entitled “Class P Reserve Fund, ▇▇▇▇▇ Fargo Bank, N.A, as Trust Administrator on behalf of U.S. Bank National Association, as Trustee for the benefit of the Holders of the CSAB 2006-3 Class II-A-R P Certificates.” On the Closing Date the Depositor will deposit $200 into the Class P Reserve Fund. On each Distribution Date, the Trust Administrator, shall distribute the aggregate of all Assigned Prepayment Premiums for the Mortgage Loans collected or paid by the Servicers and received by the Trust Administrator with respect to the preceding Prepayment Period to the Class P Certificates. Beginning with the first Distribution Date immediately following the expiration of the latest prepayment penalty term with respect to the Mortgage Loans and in no event later than the Distribution Date in October 2011, to the extent of available funds, on such date, the Class P Certificates any Available Funds remaining shall be entitled to its outstanding Class Principal Amount from amounts on deposit in the related REMIC for Class P Reserve Fund. All funds in the Class P Reserve Fund shall remain uninvested. (g) Payments to the Certificate Insurer shall be made by wire transfer of immediately available funds to the following account, unless the Certificate Insurer notifies the Trust Administrator in writing of a change in such Distribution Date after application wire transfer instructions: Financial Security Assurance Inc., Account Number 8900297263, Bank: The Bank of all New York, ABA Number ▇▇▇▇▇▇▇▇▇, Re: CSAB Mortgage-Backed Trust Series 2006-3, CSAB Mortgage-Backed Pass-Through Certificates Series 2006-3, Policy No. 51774-N. (h) Each Holder of an Insured Certificate, by its acceptance of such Insured Certificate, hereby agrees that, in the event any distribution is made to any Holder of such Insured Certificate from amounts described paid under the Policy, (i) the Certificate Insurer shall be subrogated in clauses (a) a manner herein provided to the rights of the Holder of such Insured Certificate to receive, from amounts on deposit in the Certificate Account, the distributions allocable to principal and interest that would have been distributable to such Holder if no distribution had been made under the Policy; and (bii) in addition to the rights of this the Holders of the Insured Certificates that the Certificate Insurer may exercise in accordance with the provisions of Section 4.212.01, the Certificate Insurer may

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I Senior Certificates and the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b) and 4.2(c), respectiviely, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently, to the Class I-A-1 and Class I-A-2 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently, to the Class II-A-1 and Class II-A-2 Certificates, pro rata, until the their respective Class Certificate Balance thereof has Balances have each been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of the Available Funds remaining: (i) to the Classes of Senior Certificates of the related each Certificate Group, the Accrued Certificate Interest on each such Class thereon for such Distribution Date; (ii) to the Classes of Senior Certificates of the related each Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related each Certificate Group, concurrently, as follows: (A) to the extent of remaining Available Funds from the related Mortgage PoolClass I-A-R and Class I-A Certificates, in that order, the related Senior Optimal Principal Distribution Amount for Loan Group 1 for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Principal Balances thereof have been reduced to zero; (B) to the Class II-A Certificates, the Senior Principal Distribution Amount for Loan Group 2 for such Distribution Date, until the Class Principal Balance thereof has been reduced to zero; (C) to the Class III-A Certificates, the Senior Principal Distribution Amount for Loan Group 3 for such Distribution Date, until the Class Principal Balance thereof has been reduced to zero; (D) to the Class IV-A Certificates, the Senior Principal Distribution Amount for Loan Group 4 for such Distribution Date, until the Class Principal Balance thereof has been reduced to zero; and (E) to the Class V-A Certificates, the Senior Principal Distribution Amount for Loan Group 5 for such Distribution Date, until the Class Principal Balance thereof has been reduced to zero. (iv) to the Class B-1 CertificatesCertificates of each Certificate Group, concurrently as follows: (A) to the extent Class I-B-1 Certificates in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, and (3) such Class's Subordinate Class Percentage of remaining Available Funds the Subordinate Principal Distribution Amount for Loan Group 1 for such Distribution Date until the Mortgage Pools, but subject Class Principal Balance thereof has been reduced to zero; (B) to the prior payment Class II-B-1 Certificates in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, and (3) such Class's Subordinate Class Percentage of amounts described under Section 4.2(g)the Subordinate Principal Distribution Amount for Loan Group 2 for such Distribution Date until the Class Principal Balance thereof has been reduced to zero; (C) to the Class III-B-1 Certificates in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, and (3) such Class's Subordinate Class Percentage of the Subordinate Principal Distribution Amount for Loan Group 3 for such Distribution Date until the Class Principal Balance thereof has been reduced to zero; (D) to the Class IV-B-1 Certificates in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, and (3) such Class's Subordinate Class Percentage of the Subordinate Principal Distribution Amount for Loan Group 4 for such Distribution Date until the Class Principal Balance thereof has been reduced to zero; and (E) to the Class V-B-1 Certificates in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, and (3) such Class's Subordinate Class Percentage of the Subordinate Principal Distribution Amount for Loan Group 5 for such Distribution Date until the Class Principal Balance thereof has been reduced to zero. (v) to the Class B-2 Certificates of each Certificate Group, concurrently as follows: (A) to the Class I-B-2 Certificates in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, and (3) such Class's Subordinate Class Percentage of the Subordinate Principal Distribution Amount for Loan Group 1 for such Distribution Date until the Class Principal Balance thereof has been reduced to zero; (B) to the Class II-B-2 Certificates in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates Dates, and (3) such Class' Allocable Share 's Subordinate Class Percentage of the Subordinate Principal Distribution Amount for Loan Group 2 for such Distribution DateDate until the Class Principal Balance thereof has been reduced to zero; (vC) to the Class III-B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), Certificates in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates Dates, and (3) such Class' Allocable Share 's Subordinate Class Percentage of the Subordinate Principal Distribution Amount for Loan Group 3 for such Distribution Date until the Class Principal Balance thereof has been reduced to zero; (D) to the Class IV-B-2 Certificates in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date;, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, and (3) such Class's Subordinate Class Percentage of the Subordinate Principal Distribution Amount for Loan Group 4 for such Distribution Date until the Class Principal Balance thereof has been reduced to zero; and (E) to the Class V-B-2 Certificates in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, and (3) such Class's Subordinate Class Percentage of the Subordinate Principal Distribution Amount for Loan Group 5 for such Distribution Date until the Class Principal Balance thereof has been reduced to zero. (vi) to the D-B-3(1), D-B-3(2), D-B-3(3), D-B-3(4) and D-B-3(5) Components of the Class D-B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), concurrently and in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates Dates, and (3) such Class' Allocable Share Component's Subordinate Component Percentage of the Subordinate Principal Distribution Amount for Loan Groups 1, 2, 3, 4 and 5 for such Distribution Date, except as provided below, in reduction of the Component Principal Balances thereof until the Component Principal Balances thereof have been reduced to zero; (vii) to the D-B-4(1), D-B-4(2), D-B-4(3), D-B-4(4) and D-B-4(5) Components of the Class D-B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) concurrently and in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates Dates, and (3) such Class' Allocable Share Component's Subordinate Component Percentage of the Subordinate Principal Distribution Amount for Loan Groups 1, 2, 3, 4 and 5 for such Distribution Date, except as provided below, in reduction of the Component Principal Balances thereof until the Component Principal Balances thereof have been reduced to zero; (viii) to the D-B-5(1), D-B-5(2), D-B-5(3), D-B-5(4) and D-B-5(5) Components of the Class D-B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) concurrently and in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates Dates, and (3) such Class' Allocable Share Component's Subordinate Component Percentage of the Subordinate Principal Distribution Amount for Loan Groups 1, 2, 3, 4 and 5 for such Distribution Date, except as provided below, in reduction of the Component Principal Balances thereof until the Component Principal Balances thereof have been reduced to zero; and (ix) to the D-B-6(1), D-B-6(2), D-B-6(3), D-B-6(4) and D-B-6(5) Components of the Class D-B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) concurrently and in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates Dates, and (3) such Class' Allocable Share Component's Subordinate Component Percentage of the Subordinate Principal Distribution Amount for Loan Groups 1, 2, 3, 4 and 5 for such Distribution Date. (b) Amounts allocated to , except as provided below, in reduction of the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, Component Principal Balances thereof until the Class Certificate Balance Component Principal Balances thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has have been reduced to zero. (cb) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses clause (a) and (b) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee Securities Administrator shall withdraw allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds for each Certificate Group from the applicable subaccount of the and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of Offered Certificates and to the Swap Account in the following order of priority: (A) to the Swap Account, the sum of (x) all Net Swap Payments, and (y) any Swap Termination 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) from the Interest Remittance Amounts for both the Loan Groups, to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class 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 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 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 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 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 on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class B-1 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-2 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-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of Offered Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iii1) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (ii2) sequentially to the Class IIM-1, Class M-2, Class M-3, Class M-4, Class M-5, Clas▇ ▇-A-1 ▇, ▇▇▇▇▇ ▇-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, prior to making distributions to the holders of the Certificates, the Trustee first, shall pay itself the Trustee's Fee for such Distribution Date, second, shall pay the Loss Mitigation Advisor the Loss Mitigation Fee, third, shall remit to the Pool Insurer, by fund transfer from an account in the name of the Philadelphia office of the Trustee, in immediately available funds, the Pool Insurer Fee for such Distribution Date, and fourth, shall remit to the Special Hazard Pool Insurer, the Special Hazard Insurer Fee for such Distribution Date. (b) With respect to the Available Funds and any funds received from the Pool Insurance Policy and the Special Hazard Insurance Policy for each Group, on each Distribution Date, the Trustee shall withdraw the such Available Funds for each Certificate Group from the applicable subaccount of the Distribution Certificate Account and apply such funds to distributions on the Certificates of the related Certificate Group and to the Certificate Insurer, as applicable, in the following order and priority and, in each case, to the extent of such Available Funds remaining: (i) with respect to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution DatesGroup I Certificates, to the extent of remaining the Available Funds from for Loan Group I and with respect to the related Mortgage PoolClass I-A-1 Certificates and Class I-A-2 Certificates as applicable, any Insured Payment for that Distribution Date: (A) first, to the Certificate Insurer, the Certificate Insurer Premium with respect to the Class I-A-1 Certificates and Class I-A-2 Certificates; (iiiB) second, to the Classes of Senior Certificates Class I-A-1, Class I-A-2, Class A-R-1, Class A-R-2, Class A-R-3 and Class P Certificates, concurrently, the related Interest Distribution Amount; (C) third, in the Distribution Date in March 2006 and thereafter up to the amount of the related Certificate GroupSenior Principal Distribution Amount, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class P Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances Principal Balance thereof have has been reduced to zero; (D) fourth, up to the amount of the related Senior Principal Distribution Amount for such Certificate Group, to the Class I-A-1 , Class A-R-1, Class A-R-2 and Class A-R-3 Certificates, in the order and priority set forth in clause (d) below, and subject to clause (f) below, in reduction of the Class Principal Balance thereof, until the Class Principal Balance thereof has been reduced to zero; (E) fifth, to the Class P Certificates, until the Class Principal Balance thereof has been reduced to zero; and (F) sixth, to the Certificate Insurer, any Certificate Insurer Reimbursement Amount; (ii) with respect to the Group II Certificates, to the extent of the Available Funds for Loan Group II for that Distribution Date: (A) first, to the Class II-P Certificates, the Class II-P Principal Distribution Amount; (B) second, to the Class II-A-1 and Class X-II Certificates, concurrently, the related Interest Distribution Amount; and (C) third, to the Class II-A-1 Certificates, the related Senior Principal Distribution Amount, in the manner and priority set forth in clause (d) below, and subject to clause (f) below; (iii) with respect to the Group III Certificates, to the extent of the Available Funds for Loan Group III and with respect to the Class III-A-1 Certificates and Class III-A-2 Certificates, as applicable, the amount of any Insured Payments for that Distribution Date: (A) first, to the Certificate Insurer, the Certificate Insurer Premium with respect to the Class III-A- 1 Certificates and Class III-A-2 Certificates; (B) second, to the Class III-A-1 and Class III-A-2 Certificates, the related Interest Distribution Amount; (C) third, to the Class III-A-1 Certificates, the related Senior Principal Distribution Amount, in the manner and priority set forth in clause (d) below, and subject to clause (f) below; and (D) fourth, to the Certificate Insurer, any Certificate Insurer Reimbursement Amount; (iv) with respect to the Principal Only, Class B and Class XB Certificates, to the extent of the Available Funds for Loan Group I, Loan Group II and Loan Group III, after the payment of the Group I, Group II and Group III Certificates and the Certificate Insurer described above in clauses 4.02(b)(i), (ii) and (iii) and further subject to clause (f) below; (A) first, to the Principal Only Certificates, to the extent of amounts otherwise available to pay the Subordinate Principal Distribution Amount on that Distribution Date, principal in an amount equal to any Class II-P Deferred Amounts that were not attributable to a Special Hazard Loss, a Bankruptcy Loss, a Fraud Loss or an Extraordinary Loss; provided, however, that any amounts distributed in respect of losses pursuant to this clause (iv)(A) will not cause a further reduction in the Class II-P Principal Balance; (B) second, to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate related Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution DateAmount; (vC) third, to the Class XB-1 Certificates, the related Interest Distribution Amount; (D) fourth, to the Class B-1 Certificates, their pro rata share of the Subordinate Principal Distribution Amount; (E) fifth, to the Class B-2 Certificates, the related Interest Distribution Amount; (F) sixth, to the extent Class XB-2 Certificates, the related Interest Distribution Amount; (G) seventh, to the Class B-2 Certificates, their pro rata share of remaining Available Funds for the Subordinate Principal Distribution Amount; and (H) eighth, to the Class B-1 Certificates and then the Class B-2 Certificates, up to the amount of unreimbursed Realized Losses previously allocated to that Class, if any; provided, however, that any amounts distributed pursuant to this paragraph (iv)(H) will not cause a further reduction in the Class Principal Balances of any of the Class B Certificates. (c) On each Distribution Date, amounts representing Prepayment Penalties in respect of the Mortgage PoolsLoans received during the related Prepayment Period will be withdrawn from the Certificate Account and distributed by the Trustee to the holders of the Class P Certificates and shall not be available for distribution to the Holders of any other Class of Certificates. The payment of the foregoing amounts to the holders of the Class P Certificates shall not reduce the Certificate Principal Balances thereof. (d) On each Distribution Date prior to the Credit Support Depletion Date for each Loan Group, the related Senior Principal Distribution Amount for that Distribution Date, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates adjustment pursuant to Section 4.2(a)(iiiclause (f) above below, will be distributed as principal to the related classes of Senior Certificates in the following order of priority: (i) with respect to Group I, (A) first, concurrently on a pro rata basis to the Class II-A-R R-1 Certificates, Class A-R-2 Certificates and Class A-R-3 Certificates until those Class Principal Balances have been reduced to zero; (B) second, to the Class I-A-1 Certificates, until the Class Certificate Principal Balance thereof of that class has been reduced to zero; and; (ii) with respect to Group II, to the Class II-A-1 Certificates, until the Class Certificate Principal Balance thereof of that class has been reduced to zero; and (iii) with respect to Group III, to the Class III-A-1 Certificates, until the Class Principal Balance of that class has been reduced to zero. (civ) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount for each group of Senior Certificates will be distributed as principal to all the related Senior Certificates (other than the Principal Only Certificates), pro rata, based on aggregate Class Principal Balances immediately prior to such Distribution Date. (e) On each Distribution Date, the Trustee shall distribute amount referred to the Holders in clause (i) of the Class II-A-R Certificates any Available Funds remaining in the related REMIC definition of Interest Distribution Amount for such Distribution Date after application for each Class of all amounts described in clauses Certificates shall be reduced by the Trustee by the related Class's pro rata share (abased on the applicable Interest Distribution Amount for each such Class before reduction pursuant to this Section 4.02(e)) of "Net Interest Shortfalls" which shall be equal to the sum of (A) Net Prepayment Interest Shortfalls for the Mortgage Loans, and (bB) the sum of: (I) Excess Losses that are Special Hazard Losses or Extraordinary Losses during the calendar month preceding the month of this Section 4.2such Distribution Date, 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, (II) Excess Losses that are Bankruptcy Losses during the calendar month preceding the month of such Distribution Date, the interest portion of the related Debt Service Reduction or Deficient Valuation, (III) each Relief Act Reduction for any Mortgage Loan incurred during the calendar month preceding the month of such Distribution Date and (IV) Excess Losses that are Fraud Losses during the calendar month preceding the month of such Distribution Date equal to 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.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw Securities Administrator 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 for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) holders of each Class of Offered Certificates and to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Supplemental Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed Account in the following order of priority: (A) from the Interest Remittance Amount, to the Supplemental Interest Account, 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, on a pro rata basis based upon their respective entitlements, to the Holders of the A Certificates and any related Accrued Certificate Interest and any Unpaid Interest Amounts for each such Class, as applicable, on such Distribution Date; (C) from any remaining Interest Remittance Amount, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amount, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amount, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amount, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (G) from any remaining Interest Remittance Amount, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (I) prior to the Stepdown Date or (II) with respect to which a Trigger Event is in effect, to the Supplemental Interest Account and to the Holders of the related Class or Classes of Offered Certificates then entitled to distributions of principal, 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) to the Class II-A-R A-1, Class A-2 and Class A-3 Certificates, until the pro rata, based on their respective Class Certificate Balance thereof has been Balances until their respective Class Certificate Balances are reduced to zero; and (ii3) sequentially to the Class II-A-1 CertificatesM-1, Class M-2, Class M-3, Class M-4 and Class M-5 Ce▇▇▇▇▇▇▇▇▇▇, ▇▇ that order, until the their respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, prior to making distributions to the holders of the Certificates, the Trustee first, shall pay itself the Trustee's Fee for such Distribution Date, and second, shall pay the Loss Mitigation Advisor the Loss Mitigation Fee. (b) With respect to the Available Funds, on each Distribution Date, the Trustee shall withdraw the such Available Funds for each Certificate Group from the applicable subaccount of the Distribution Certificate Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of such Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount for such date in the following order of priority: A. to the Holders Senior Certificates, pro rata, Current Interest and any Carryforward Interest for each such Class and such Distribution Date; B. to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; C. to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; D. to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; E. to the Class B-2 Certificates, Current Interest and any Carryforward Interest, calculated using a Pass-Through Rate equal to the Class B-2 Capped Pass- Through Rate, for such Class and such Distribution Date; F. from amounts otherwise distributable to the Class X-1 Certificates, to the Class B-2 Certificates, Current Interest and any Carryforward Interest at a rate equal to the excess, if any, of the Class IIB-2 Pass-AThrough Rate over the Class B-2 Capped Pass-R Certificates any Available Funds remaining in the related REMIC Through Rate, for such Class and such Distribution Date; G. for application as part of Monthly Excess Cashflow for such Distribution Date as provided in clause (iv) of this Section 4.02(b), any Interest Remittance Amount remaining after application of all amounts described in pursuant to clauses A. through F. above. (ii) On each Distribution Date (a) prior to the Stepdown Date or (b) 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. commencing on the Distribution Date in August 2006 or thereafter, to the Class P Certificates, until the Class Principal Balance of such class has been reduced to zero; B. first to the Class R Certificates, until the Class Principal Balance thereof is reduced to zero and then concurrently to the Class A-1 and Class A-2 Certificates in the manner described in Section 4.02(c), until the Class Principal Balance of each such Class has been reduced to zero; C. to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; F. to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and G. for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in clause (iv) of this Section 4.02(b), any Principal Payment Amount remaining after application pursuant to clauses A. through F. above. (iii) On each Distribution Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event has not occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: A. commencing on the Distribution Date in August 2006 or thereafter, to the Class P Certificates, until the Class Principal Balance of such class has been reduced to zero; B. concurrently, to the Class A-1 and Class A-2 Certificates, the Senior Principal Payment Amount for such Distribution Date in the manner described in Section 4.02(c), until the Class Principal Balance of each such Class has been reduced to zero; C. to the Class M-1 Certificates, the Class M-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, the Class M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class B-1 Certificates, the Class B-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and F. to the Class B-2 Certificates, the Class B-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and G. for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in clause (iv) of this Section 4.24.02(b), any Principal Payment Amount remaining after application pursuant to clauses A. through F. above. (iv) On each Distribution Date, except for the first Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this clause (i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with the priorities set forth below in Section 4.2(b); (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this clause (ii) but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to clause (i) above, and distributed in accordance with the priorities set forth below in Section 4.2(b); (iii1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Class PO Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(bSections 4.2(c), (d) and (e), as applicable, until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates corresponding to Pool I, from the Available Funds for such pool, to the Class I-A-PO Certificates, and concurrently with the Senior Certificates corresponding to Pool II, from the Available Funds for such pool, to the Class II-A-PO Certificates, the applicable Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this clause (iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date;: (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(k), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(k), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(k), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(k), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(k), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated On each Distribution Date prior to the Group II Senior Certificates Accretion Termination Date for the Accrual Certificates, before distributions are made pursuant to Section 4.2(a)(iii) above the following paragraphs, an amount equal to the Accrual Amount for the Accrual Certificates on such date will be distributed in the following order of priority: (i) concurrently to the Class III-AA-5, Class I-R A-6 and Class I-A-7 Certificates, until the pro rata, to reduce their aggregate Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate their aggregate Targeted Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described as set forth in clauses (a) and (b) of this Section 4.2the TAC Schedule on Schedule IV.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I and Group II Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b) and (c), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently to the Class III-A-1 and Class I-A-2 Certificates, pro rata, until the Class Certificate Balance thereof has been reduced to zero (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class II-A-1 and Class II-A-2 Certificates, pro rata, until the Class Certificate Balances thereof have each been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) (1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date andDate, in the case of the Group II Senior Certificates, (in the order of priority set forth below in Section Sections 4.2(b), (c) and (d), as applicable), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Group I Senior Certificates from the Available Funds for Pool I, to the Class I-A-PO Certificates in reduction of the Class Certificate Balance thereof; and concurrently with the Group II Senior Certificates from the available Funds for Pool II, to the Class II-A-PO Certificates in reduction of the Class Certificate Balance thereof, in each case, the applicable Class PO Principal Distribution Amount for such Distribution Date until their respective Class Certificate Balances have each been reduced to zero; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vvi) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vivii) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiviii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiiix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed sequentially, in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) concurrently, as follows: (A) 25% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date to the Class I-A-5 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (iiB) 75% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, sequentially, as follows: (I) concurrently, to the Class I-A-4 and Class I-A-9 Certificates, pro rata, in an amount up to the NAS Principal Distribution Amount for such Distribution Date, until the respective Class Certificate Balances thereof have each been reduced to zero; (II) concurrently, to the Class I-A-2 and Class I-A-7 Certificates, pro rata, in an amount up to $100 for such Distribution Date, until the Class Certificate Balances thereof have each been reduced to zero; (III) concurrently, to the Class I-A-1 and Class I-A-10 Certificates, pro rata, in an amount up to $1,255,000 for such Distribution Date, until the Class Certificate Balances thereof have each been reduced to zero; (IV) concurrently, to the Class I-A-2 and Class I-A-7 Certificates, pro rata, until the Class Certificate Balances thereof have each been reduced to zero; (V) concurrently, to the Class I-A-1 and Class I-A-10 Certificates, pro rata, until the Class Certificate Balances thereof have each been reduced to zero; (VI) to the Class I-A-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (VII) concurrently, to the Class I-A-4 and Class I-A-9 Certificates, pro rata, without regard to the NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest, the RM Interest and the RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) through (c) and (be) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the Class Certificate Balances of the Class I-A-R Certificates. (e) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates (other than the Class PO Certificates), pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Sections 4.2(a) through (c) above. (f) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (v) through (x) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in clauses (v) through (x) of Section 4.2(a). (g) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”), in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a)(iii). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be (i) with respect to the Class PO Certificates, based on the applicable PO Percentage of the principal portion of the Realized Loss previously allocated thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes of the next to last sentence of the preceding paragraph), and (ii) with respect to any other Class of Certificates, based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the applicable Non-PO Percentage of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans); provided however, that (i) the share of an Unanticipated Recovery allocable to a Principal Only Certificate with respect to any Mortgage Loan (or Loans) shall be reduced by the applicable PO Percentage of the aggregate amount previously distributed to such Class in respect of such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to the Class PO Certificates have been so reduced shall be distributed to the Classes of Certificates described in clause (ii) of the preceding paragraph in the same proportion as described in such clause (ii). For purposes of the preceding sentence, any Class PO Deferred Amount distributable to a Principal Only Certificate on previous Distribution Dates shall be deemed to have been allocated in respect of the Mortgage Loans as to which the applicable PO Percentage of the principal portion of Realized Losses has previously been allocated to such Class on a pro rata basis (based on the amount of Realized Losses so allocated). (h) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group (other than the Class PO Certificates) in accordance with the priorities set forth in Section 4.2(a)(iii), until the total Class Certificate Balance of such Senior Certificates equals the Pool Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates of a Certificate Group (other than the Class PO Certificates) constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the other Mortgage Pools remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of the other Certificate Group (other than the Class PO Certificates). In addition, the amount of any unpaid Accrued Certificate Interest with respect to an Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificates of the Undercollateralized Group (other than the Class PO Certificates) prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(h), no distribution of principal will be made to any Class of Subordinated Certificates until each Undercollateralized Group is no longer undercollateralized. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (other than the Class PO Certificates) (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Group (other than the Class PO Certificates) unless (a) the weighted average of the Subordinated Percentages for the Mortgage Pools, weighted on the basis of the Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool (other than the Class PO Certificates), is at least two times the weighted average of the

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage PoolFunds; (iii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, and in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until their Class Certificate Balance has been reduced to zero; and (ii) concurrently, to the Class A-1, Class A-2 and Class A-3 Certificates: (1) 58.81084486▇▇% ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ng Senior Optimal Principal Amount to the Class A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii2) 41.18915513▇▇% ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ng Senior Optimal Principal Amount, sequentially, to the Class II-A-1 A-2 and Class A-3 Certificates, in that order, until the respective Class Certificate Balance Balances thereof has have each been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses clauses (a) (b) and (bc) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this clause (i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with the priorities set forth below in Section 4.2(d); (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this clause (ii) but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to clause (i) above, and distributed in accordance with the priorities set forth below in Section 4.2(d); (iii1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) and (c), as applicable, until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Group I Senior Certificates, from the Available Funds for Pool I, to the Class I-A-PO Certificates, and concurrently with the Group II Senior Certificates, from the available Funds for Pool II, to the Class II-A-PO Certificates, the applicable Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R A-1 Certificates, an amount up to the NAS Principal Distribution Amount for that Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; and; (ii) to the Class II-A-1 Certificatesconcurrently, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2as follows:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with Section 4.2(b) below; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts being allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(ii) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with Section 4.2(b) below; (iii) to the Classes of Senior Certificates entitled to principal distributions, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zerobelow; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: Funds: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: Funds: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: Funds: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date. (b) On each Distribution Date, before distributions are made pursuant to the following paragraph, an amount equal to the Accrual Amount for the Class A-4 Certificates will be distributed in the following order of priority to the following Classes in reduction of their Class Certificate Balances: (i) concurrently, to the Class A-1, Class A-2 and Class A-3 Certificates, pro rata until their Class Certificate Balances have been reduced to zero; and (ii) to the Class A-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero. Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of prioritysequentially as follows: (i1) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (2) to the Class A-5 Certificates, in an amount equal to the Class A-5 Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (3) concurrently, to the Class A-1, Class A-2 and Class A-3 Certificates, pro rata until their Class Certificate Balances have been reduced to zero; and (ii4) to the Class II-A-1 A-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero. On each Distribution Date prior to the Accretion Termination Date, the Accrual Amount for the Class A-4 Certificates will be added to the Class Certificate Balance of the Class A-4 Certificates. On each Distribution Date after the Accretion Termination Date, the Accrual Amount for the Class A-4 Certificates will be distributed to the Class A-4 Certificates as Accrued Certificate Interest. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.24.2 on such Distribution Date. Any distributions pursuant to this subsection (c) shall not reduce the Class Certificate Balance of the Class A-R Certificates. (d) If on any Distribution Date the Class Certificate Balances of the Subordinated Certificates have each been reduced to zero, the amount distributable to the Senior Certificates pursuant to Section 4.2(a)(iii) for such Distribution Date and each succeeding Distribution Date shall be allocated among such Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2(a)(iii). (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Class B Certificates (other than the Class B-1 Certificates) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class of Class B Certificates pursuant to clauses (2), (3) and (5) of the Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (v) through (ix) of Section 4.2(a) have been distributed, such amounts shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates in order of priority, such that no such distribution shall be made to any Class of Certificates while a prior such Class is outstanding. (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month the Trustee shall withdraw from the Distribution Account and distribute to the Holders of each outstanding Class to which such Realized Loss had previously been allocated its share (determined as described in the succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute to the Holders of all outstanding Classes of the related Certificates to which Realized Losses had previously been allocated and not reimbursed their pro rata share (determined as described below) of such excess in an amount not to exceed the aggregate amount of any Realized Loss previously allocated to such Class with respect to any other Mortgage Loan that has not been recovered in accordance with this subsection (f). Any distributions made pursuant to this subsection (f) shall not reduce the Class Certificate Balance of the related Certificate. For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw be required to make the disbursements and transfers from Available Funds for each and from payments made by the Certificate Group from Insurer under the applicable subaccount of Policy then on deposit in the Distribution Account (but, with regards to payments made under the Policy, only for distributions made under Sections (A)(2) and apply such funds to distributions on the Certificates of the related Certificate Group (B)(1) herein) in the following amounts and order and priority and, in each case, to the extent of Available Funds remainingpriority: (iA) From the Interest Remittance Amount for such Distribution Date, distributions in respect of interest as follows: 1. to the Classes of Senior Certificates of Certificate Insurer, the related amount owing to the Certificate GroupInsurer under the Insurance Agreement for the Premium; 2. to the Class A Certificates, the Accrued Certificate Interest on each Distribution Amount and any Unpaid Interest Amount for such Class for and such Distribution Date; (ii) 3. to the Classes of Senior Certificates of Certificate Insurer, the related amount owing to the Certificate Group, Insurer under the Insurance Agreement for reimbursement for prior claims paid under the Policy and any Accrued other amounts owing to the Certificate Insurer under the Insurance Agreement; and 4. any Interest thereon Remittance Amount remaining undistributed from previous Distribution Dates, pursuant to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: clauses (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and through (3) such Class' Allocable Share for such Distribution Date; (v) to above will be used in determining the Class B-2 Certificatesamount of Total Monthly Excess Spread, to the extent of remaining Available Funds for the Mortgage Poolsif any, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (bB) Amounts allocated From the Principal Distribution Amount for such Distribution Date, distributions in respect of principal shall be made in the following amounts and order of priority: 1. to the Group II Senior Certificates Class A Certificates, until its Class Certificate Balance has been reduced to zero; and 2. to the Certificate Insurer, the amount owing to the Certificate Insurer under the Insurance Agreement for reimbursement for prior claims paid under the Policy and any other amounts owing to the Certificate Insurer under the Insurance Agreement, to the extent not paid pursuant to Section 4.2(a)(iiiclause (A)(1) above. (C) Any Available Funds (other than that portion of the Available Funds representing Prepayment Charges) remaining after the distributions in clauses (A) and (B) above will shall be distributed in the following order of priority: (i) 1. to the Class II-A-R A Certificates, in reduction of the Class Certificate Balance thereof, until its Class Certificate Balance has been reduced to zero; 2. to the Excess Reserve Fund Account, the amount of any Net WAC Carry Forward Amounts for such Distribution Date to be distributed to the Class A Certificates; 3. to the Swap Provider, any Swap Termination Payment resulting from a Swap Provider Trigger Event; 4. to the Holders of the Class C Certificates, (a) the Class C Distributable Amount and (b) on any Distribution Date on which the Class Certificate Balance of the Class A Certificates has been reduced to zero, any remaining amounts in reduction of the Class Certificate Balance of the Class C Certificates, until the Class Certificate Balance thereof has been reduced to zero; 5. if such Distribution Date follows the Prepayment Period during which occurs the latest date on which a Prepayment Charge may be required to be paid in respect of any Mortgage Loans, to the Holders of the Class P Certificates, in reduction of the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof is reduced to zero; and (ii) 6. to the Class II-A-1 Certificates, until Holders of the Class Certificate Balance thereof has been reduced to zero. R Certificates (c) in respect of the Class R-I Interest), the remaining amount. On each Distribution Date, the Supplemental Interest Trust Trustee shall distribute make the distributions required under Section 4.05(I)(c). It is the intention of all of the parties hereto that the Class C Certificates receive all principal and interest received by the Trust on the Mortgage Loans that is not otherwise distributable to the Holders of Class A Certificates or the Certificate Insurer and that the Class II-A-R Certificates are to receive no principal and interest. If the Trustee determines that the Class R Certificates are entitled to any Available Funds remaining distributions, the Trustee, prior to any such distribution to the Class R Certificates, shall notify the Depositor of such impending distribution but shall make such distribution in accordance with the terms of this Agreement until this Agreement is amended as specified in the related REMIC for following sentence. Upon such Distribution Date after application notification, the Depositor will request an amendment to the Pooling and Servicing Agreement to revise such mistake in the distribution provisions. The Class R Certificateholders, by acceptance of all amounts described their Certificates, and the Servicer, hereby agrees to any such amendment and no further consent shall be necessary, notwithstanding anything to the contrary in clauses (a) and (b) Section 10.01 of this Pooling and Servicing Agreement; provided, however, that such amendment shall otherwise comply with Section 4.210.01 hereof.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(i) but will instead be added to the Class Certificate Balances thereof and distributed in accordance with Section 4.2(b)(i) below; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(ii) but will instead be added to the Class Certificate Balances thereof, to the extent not previously added pursuant to Section 4.2(a)(i) above, and distributed in accordance with Section 4.2(b)(i) below; (iii) to the Classes of Senior Certificates of the related Certificate Group, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (bi) On each Distribution Date prior to the Accretion Termination Date, before distributions are made pursuant to 4.2(b)(ii), an amount equal to the Accrual Amount for the Class I-A-2 Certificates will be added to the Class Certificate Balance thereof and will be distributed in reduction of the Class Certificate Balances of the specified Certificate Classes in the following priority: (A) to the Class I-A-1 Certificates, until their Class Certificate Balance has been reduced to zero; (B) to the Class I-A-2 Certificates, until their Class Certificate Balance has been reduced to zero. (ii) Amounts allocated to the Group II Senior Certificates corresponding to Pool I pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (iA) to the Class III-A-R Certificates, until the their outstanding Class Certificate Balance thereof has been reduced to zero; (B) to the Class I-A-3 Certificates, an amount up to the Class I-A-3 Principal Distribution Amount for that date, until their Class Certificate Balance has been reduced to zero; (C) sequentially, to the Class I-A-1 and Class I-A 2 Certificates, in that order, until their respective Class Certificate Balances have been reduced to zero; and (iiD) the remaining Senior Optional Principal Amount to the Class I-A-3 Certificates, without regard to the Class I-A-3 Distribution Amount, until their Class Certificate Balance has been reduced to zero. (iii) Amounts allocated to the Senior Certificates corresponding to Pool II pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates, Certificates until the their Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2

Priorities of Distribution. (avi) On each Distribution Date, the Trustee Securities Administrator shall withdraw make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account Account, and apply shall distribute such funds to distributions on the Certificates of the related Certificate Group amounts in the following order of priority and priority and, in each case, to the extent of the Available Funds remainingFunds: (i) to the Classes of related Senior Certificates of (other than the related Class PO Certificate Groupand the Principal Only Certificates), the on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on each such Class Classes of Certificates for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a), in each case in respect of interest on such Class; (ii) to the Classes of Senior Class I-A-PO Certificates, Class II-A-PO Certificates and Class III-A-PO Certificates from the Available Funds for Loan Group I, Loan Group II and Loan Group III, respectively, the Class PO Principal Distribution Amount for the related Loan Group, until the Class Certificate Balance of the related Class PO Certificates has been reduced to zero; and (iii) to the Group I Certificates, the Group II Certificates and the Group III Certificates (other than the Class A-PO Certificates or any Interest Only Certificates) from the related remaining Available Funds, in each case in the priorities and amounts set forth in Section 4.02(b), the sum of the following amounts for each Loan Group (applied to reduce the Class Certificate Balance of such Certificates): (A) the Senior Percentage for that Loan Group for such Distribution Date multiplied by the sum of the following: 1. The principal portion of each Monthly Payment due during the related Due Period on each Outstanding Mortgage Loan (other than the related Discount Fraction of the principal portion of such payment with respect to a Discount Mortgage Loan), whether or not received on or prior to the related Determination Date, minus the principal portion of any Debt Service Reductions other than the related Discount Fraction of the principal portion of the Debt Service Reductions (other than the related Discount Fraction of the principal portion of such Debt Service Reductions with respect to each Discount Mortgage Loan) with respect to a Discount Mortgage Loan in the related Loan Group, which together with other Bankruptcy Losses exceeds the Bankruptcy Amount; 2. The Stated Principal Balance of any Mortgage Loan repurchased during the preceding calendar month (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.03 or the amount of any Substitution Adjustment Amount deposited in the related Collection Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the preceding calendar month (other than the related Discount Fraction of such Stated Principal Balance or Substitution Adjustment Amount with respect to each Discount Mortgage Loan); and 3. The principal portion of all other collections (other than Scheduled Payments, Principal Prepayments in Full, Curtailments and amounts received in connection with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section 4.02(a)(iii)(B), including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) including Subsequent Recoveries received during the preceding calendar month to the extent applied by the Servicer as recoveries of principal of the related Mortgage Loan pursuant to the related Servicing Agreement (other than the related Discount Fraction of such unscheduled collections with respect to each Discount Mortgage Loan); (B) with respect to each Mortgage Loan for which a Cash Liquidation or a REO Disposition occurred during the preceding calendar month and did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (a) the related Senior Percentage for such Distribution Date multiplied by the Stated Principal Balance of such Mortgage Loan (other than the related Discount Fraction of the Stated Principal Balance with respect to each Discount Mortgage Loan) and (b) the related Senior Accelerated Distribution Percentage for such Distribution Date multiplied by the related unscheduled collections (including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Servicer as recoveries of principal of the related Mortgage Loan pursuant to the related Servicing Agreement (in each case other than the portion of such unscheduled collections, with respect to a Discount Mortgage Loan, included in clause (iii) of the definition of Class PO Principal Distribution Amount); (C) the related Senior Accelerated Distribution Percentage for such Distribution Date multiplied by the aggregate of all Principal Prepayments received in the related Prepayment Period (other than the related Discount Fraction of such Principal Prepayments with respect to each Discount Mortgage Loan); (D) any related Excess Subordinate Principal Amount for such Distribution Date related to Realized Losses on Mortgage Loans in that Loan Group; and (E) any amounts described in subsection (iii), clauses (A), (B) and (C) of this Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after application of amounts previously distributed pursuant to this clause (E) to the extent that such amounts are not attributable to Realized Losses which have been allocated to the Subordinate Certificates; (iv) to the Holders of the Class B-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining undistributed unpaid from any previous Distribution Date, except as provided below; (v) to the Holders of the Class B-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class PO Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of remaining Available Funds from Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the related Mortgage PoolClass Certificate Balance of the Class B-1 Certificates; (iiivi) to the Classes of Senior Certificates Holders of the related Class B-2 Certificates, the Accrued Certificate GroupInterest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (vii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class PO Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of remaining Available Funds from Sections 4.02(a)(ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the related Mortgage PoolClass Certificate Balance of the Class B-2 Certificates; (viii) to the Holders of the Class B-3 Certificates, the related Senior Optimal Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (ix) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date and, in minus (y) the case amount of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective any Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 CertificatesPO Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of remaining Available Funds for Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Mortgage Pools, but subject Class Certificate Balance of the Class B-3 Certificates; (x) to the prior payment Holders of the Class B-4 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xi) to the Holders of the Class B-4 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class PO Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts described under Section 4.2(gavailable pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the following order: Class Certificate Balance of the Class B-4 Certificates; (1xii) to the Holders of the Class B-5 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xiii) to the Holders of the Class B-5 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class PO Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) are insufficient therefor, applied in reduction of the Class Certificate Balance of the Class B-5 Certificates; (xiv) to the Holders of the Class B-6 Certificates, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, (2) plus any Accrued Certificate Interest thereon remaining undistributed unpaid from any previous Distribution Dates and Date, except as provided below, minus (3y) such Class' Allocable Share the amount of any Class PO Collection Shortfalls for such Distribution Date; (v) to the Class B-2 CertificatesDate or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (14.02(a)(xv) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Dateare insufficient therefor; (vixv) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R B-6 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates any Available Funds remaining in the related REMIC for such Distribution Date minus (y) the amount of any Class PO Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates applied in reduction of the Class Certificate Balance of the Class B-6 Certificates; (xvi) to the Senior Certificates related to any Loan Group, in the priority set forth in Section 4.02(b), the portion, if any, of the related Available Funds remaining after application the foregoing distributions, applied to reduce the Class Certificate Balances of all such Senior Certificates, but in no event more than the aggregate of the outstanding Class Certificate Balances of each such Class of Senior Certificates, and thereafter, to each Class of Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the related Available Funds remaining after the related Senior Certificates have been retired, applied to reduce the Class Certificate Balance of each such Class of Subordinate Certificates, but in no event more than the outstanding Class Certificate Balance of each such Class of Subordinate Certificates; (xvii) to the Class R-3 Interest, beneficial ownership of which is evidenced by the Class R Certificates, the balance, if any, of the Available Funds for either Loan Group. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the Subordinate Certificates are no longer outstanding, the Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date shall be distributable only to the extent that (1) a shortfall in the amounts described available to pay Accrued Certificate Interest in clauses any Class of related certificates results from an interest rate reduction in connection with a Servicing Modification on a Mortgage Loan in the related Loan Group, or (a2) and (b) such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to the failure of this Section 4.2the related Servicer to the Master Servicer to make any required Advance, or the determination by the Servicer or the Master Servicer that any proposed Advance would be a Nonrecoverable P&I Advance with respect to the related Mortgage Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation or REO Disposition.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon (or added to the balance thereof) provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this priority (i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with the priorities described below in subsection (c); (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this priority second but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to priority first above, and distributed in accordance with the priorities described below in subsection (c); (iii1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) through (f), as applicable, until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Group I Senior Certificates, from the Available Funds for Pool I, to the Class I-A-PO Certificates, and concurrently with the Group II Senior Certificates, from the available Funds for Pool II, to the Class II-A-PO Certificates, the applicable Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(l), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vvi) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(l), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vivii) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(l), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiviii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(l), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiiix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(l), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(l), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates corresponding to Pool I pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed sequentially, in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and; (ii) to the Class III-A-1 A-2 and Class I-A-3 Certificates, pro rata, in an amount up to the NAS Principal Amount for such distribution date, until the respective Class Certificate Balance thereof has Balances of each have been reduced to zero.; (ciii) On each Distribution Dateconcurrently, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2as follows:

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II I, Group II, Group III and Group IV Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), (c), (d) and (e), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for all of the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each all of the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class I-A-1 Certificates until the Class Certificate Balance thereof has been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed distributed, sequentially, in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) concurrently to the Class II-A-1A, Class II-A-1B and Class II-A-2 Certificates, pro rata, based upon their respective class certificate balances, as follows: (1) sequentially to the Class II-A-1A and Class II-A-1B Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; and (ii2) to the Class II-A-1 A-2 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (cd) Amounts allocated to the Group III Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class III-A-1 Certificates until the Class Certificate Balance thereof has been reduced to zero. (e) Amounts allocated to the Group IV Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed concurrently to the Class IV-A-1 and Class IV-A-2 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero. (f) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b), (c), (d) and (be) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) to the Classes of Senior Certificates of the related Certificate Group, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (bi) Amounts allocated to the Group II Senior Certificates corresponding to Pool I pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (iA) pro rata, to the Class I-A-RU and Class I-A-RL Certificates until their respective Class Certificate Balances have each been reduced to zero; (B) to the Class III-AA-12 Certificates, an amount up to the Class I-R A-12 Principal Distribution Amount for that Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (C) pro rata, to the Class I-A-1 and Class I-A-2 Certificates, until the aggregate Class Certificate Balance of those Classes has been reduced to their aggregate Planned Balance for such Distribution Date; (D) sequentially, to the Class I-A-4 and Class I-A-5 Certificates, in that order, until their Class Certificate Balances have been reduced to their aggregate Planned Balance for that Distribution Date; (E) to the Class I-A-7 Certificates, until the Class Certificate Balance thereof has been reduced to their Targeted Balance for that Distribution Date; (F) concurrently as follows: (▇) ▇▇.▇▇▇▇▇▇▇▇▇▇▇% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, pro rata, to the Class I-A-8 and Class I-A-9 Certificates until their respective Class Certificate Balances have each been reduced to zero; and (ii▇) ▇▇.▇▇▇▇▇▇▇▇▇▇▇% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, sequentially, to the Class I-A-10 and Class I-A-11 Certificates, in that order, until their respective Class Certificate Balances have been reduced to zero; (G) to the Class III-A-1 A-7 Certificates, without regard to their Targeted Balance for that Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (H) pro rata, to the Class I-A-1 and Class I-A-2 Certificates, without regard to their aggregate Planned Balance for that Distribution Date, until the respective Class Certificate Balances thereof have been reduced to zero; (I) sequentially, to the Class I-A-4 and Class I-A-5 Certificates, in that order, and without regard to their aggregate Planned Balance for that Distribution Date, until the respective Class Certificate Balances thereof have been reduced to zero; and (J) to the Class I-A-12 Certificates, without regard to the Class I-A-12 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero. (ii) Amounts allocated to the Senior Certificates corresponding to Pool II pursuant to Section 4.2(a)(iii) above will be distributed, pro rata, to the Class II-A-1 and Class II-A-2 Certificates until their respective Class Certificate Balances have each been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R RU and Class I-A-RL Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2 on such Distribution Date. Any distributions pursuant to this subsection (c) shall not reduce the respective Class Certificate Balances of the Class I-A-RU and Class I-A-RL Certificates. (d) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class' remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month the Trustee, shall withdraw from the Distribution Account and distribute to the Holders of each outstanding Class to which such Realized Loss had previously been allocated its share (determined as described in the succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute to the Holders of all outstanding Classes of the related Certificates to which Realized Losses had previously been allocated and not reimbursed their pro rata share (determined as described below) of such excess in an amount not to exceed the aggregate amount of any Realized Loss previously allocated to such Class with respect to any other Mortgage Loan that has not been recovered in accordance with this subsection (f). Any distributions made pursuant to this subsection (f) shall not reduce the Class Certificate Balance of the related Certificate. For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (g) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Section 4.2(b), until the total Class Certificate Balance of such Senior Certificates equals the Pool Principal Balance of the related Mortgage Pool (such distribution, an "Undercollateralization Distribution"). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the other Mortgage Pool remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of the other Certificate Group in the case of Group I. In addition, the amount of any unpaid Net Interest Shortfalls with respect to an Undercollateralized Group (including any Net Interest Shortfalls for the related Distribution Date) will be distributed to the Senior Certificates of the Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Group unless (a) the weighted average of the Subordinated Percentages for both Mortgage Pools, weighted on the basis of the stated principal balance of the Mortgage Loans in the related Mortgage Pool, is at least two times the weighted average of the initial Subordinate Percentage for both Mortgage Pools (calculated on such basis) and (b) the aggregate Stated Principal Balance of all of the Mortgage Loans in both Mortgage Pools delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%. All distributions described above will be made in accordance with the priorities set forth in Section 4.2(b).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with Section 4.2(b)(i) below; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(ii) but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to Section 4.2(a)(i) above, and distributed in accordance with Section 4.2(b)(i) below; (iii) to the Classes of Senior Certificates of the related Certificate Group, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (bi) On each Distribution Date, before distributions are made pursuant to the following paragraph, an amount equal to the Accrual Amount for the Class I-A-4 Certificates will be distributed in the following order of priority to the following classes in reduction of their Class Certificate Balances: (1) to the Class I-A-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (2) to the Class I-A-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (ii) Amounts allocated to the Group II Senior Certificates corresponding to Pool I pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i1) pro rata, to the Class I-A-RU and Class I-A-RL Certificates until the respective Class Certificate Balances thereof have each been reduced to zero; (2) to the Class III-AA-8 Certificates in an amount equal to the Class I-R CertificatesA-8 Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (3) concurrently, to the Class I-A-1, Class I-A-5 and Class I-A-7 Certificates, pro rata, until their respective Class Certificate Balances have been reduced to zero; and (ii4) sequentially, to the Class I-A-2, Class I-A-3, Class I-A-4, and Class I-A-8 Certificates, in that order, until their respective Class Certificate Balances have been reduced to zero. Amounts allocated to the Senior Certificates corresponding to Pool II pursuant to Section 4.2(a)(iii) above will be distributed sequentially, to the Class II-A-1 and Class II-A-2 Certificates, in that order, until their respective Class Certificate Balances have been reduced to zero. On each Distribution Date through the Accretion Termination Date, the Accrual Amount for the Accrual Certificates will be added to the Class Certificate Balance thereof has been reduced to zerothereof. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R RU or Class I-A-RL Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2

Priorities of Distribution. (a) On each Distribution Date, the Trustee Securities Administrator shall withdraw allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates in the following order of priority: (A) from the Interest Remittance Amounts for both the Loan Groups, to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class B-1 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-2 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-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class II-A-1 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 Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with Section 4.2(b)(i) below; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts shall be allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(ii) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with Section 4.2(b)(i) below; (iii) to the Classes of Senior Certificates Certificates, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b4.2(b)(ii), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' 's Allocable Share for such Distribution Date. (bi) On each Distribution Date, before distributions are made pursuant to the following paragraph, an amount equal to the Accrual Amount for the Class A-4 Certificates will be distributed in the following order of priority to the following Classes in reduction of their Class Certificate Balances: (1) to the Class A-2 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (2) concurrently, to the Class A-3 and Class A-6 Certificates, pro rata, until their respective Class Certificate Balances have been reduced to zero; (3) to the Class A-5 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (4) to the Class A-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (ii) Amounts allocated to the Group II Senior Certificates senior certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i1) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (2) to the Class A-1 Certificates, in an amount equal to the Class A-1 Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (3) to the Class A-2 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (4) concurrently, to the Class A-3 and Class A-6 Certificates, pro rata, until their respective Class Certificate Balances have been reduced to zero; (5) to the Class A-5 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (6) to the Class A-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii7) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. On each Distribution Date prior to the Accretion Termination Date, the Accrual Amount for the Accrual Certificates will be added to the Class Certificate Balance thereof. On each Distribution Date after the Cross-over Date, distributions of principal on the outstanding Senior Certificates entitled to principal distributions will be made pro rata among all such Certificates, regardless of the allocation, or sequential nature, of principal payments described above. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.24.2 on such Distribution Date. Any distributions pursuant to this subsection (c) shall not reduce the Class Certificate Balance of the Class A-R Certificates. (d) If on any Distribution Date the Class Certificate Balances of the Subordinated Certificates have each been reduced to zero, the amount distributable to the Senior Certificates pursuant to Section 4.2(a)(iii) for such Distribution Date and each succeeding Distribution Date shall be allocated among such Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2(a)(iii). (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Class B Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class of Class B Certificates pursuant to clauses (2), (3) and (5) of the Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates in order of priority, such that no such distribution shall be made to any Class of Certificates while a prior such Class is outstanding. (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month the Trustee shall withdraw from the Distribution Account and distribute to the Holders of each outstanding Class to which such Realized Loss had previously been allocated its share (determined as described in the succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute to the Holders of all outstanding Classes of the related Certificates to which Realized Losses had previously been allocated and not reimbursed their pro rata share (determined as described below) of such excess in an amount not to exceed the aggregate amount of any Realized Loss previously allocated to such Class with respect to any other Mortgage Loan that has not been recovered in accordance with this subsection (f). Any distributions made pursuant to this subsection (f) shall not reduce the Class Certificate Balance of the related Certificate. For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) to the Classes of Senior Certificates of the related Certificate Group, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to MBIA, as insurer of the Class I-A-7 Certificates, any reimbursement amounts due to MBIA under the Insurance Agreement; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-3 Certificates, to the extent of remaining Available Funds for both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viiiix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. To the extent that the amounts available for distribution for such Distribution Date are insufficient so as to require an MBIA Insurance Payment with respect to the Insured Retail Certificates, the Trustee shall (A) in the case of such MBIA Insurance Payments relating to Net Interest Shortfalls (other than any interest shortfalls resulting from Relief Act Reductions and Net Prepayment Interest Shortfalls), first, make a Reserve Account Withdrawal in accordance with Section 4.7 and then, to the extent required, make a claim under the MBIA Policy in accordance with Section 10.1 and (B) in the case of all other MBIA Insurance Payments, make a claim under the MBIA Policy in accordance with Section 10.1. Any amounts received by the Trustee with respect to a Reserve Account Withdrawal and from MBIA with respect to a claim on the MBIA Policy, shall be paid to the Insured Retail Certificates pursuant to this Section. (b) Amounts allocated to the Group II Senior Certificates corresponding to Pool I pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R A-3 Certificates, an amount up to the Class I-A-3 Principal Distribution Amount for that Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (ii) commencing on the Distribution Date in February 2006, an amount equal to $26,000 on each Distribution Date, concurrently as follows: (▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% to the Class I-A-7 Certificates until the Class Certificate Balance thereof has been reduced to zero; and (ii▇) ▇.▇▇▇▇▇▇▇▇▇▇% to the Class III-A-1 Certificates, A-8 Certificates until the Class Certificate Balance thereof has been reduced to zero.; (ciii) On each Distribution Date, the Trustee shall distribute sequentially as follows: (1) to the Holders of the Class III-A-R Certificates any Available Funds until the outstanding Class Certificate Balance thereof has been reduced to zero; (2) concurrently to the Class I-A-1, Class I-A-4, Class I-A-6, Class I-A-9, Class I-A-10, Class I-A-12, Class I-A-13, Class I-A-14 and Class I-A-15 Certificates as follows: (A) 39.▇▇▇▇▇▇▇▇▇▇% of the remaining in the related REMIC Senior Optimal Principal Amount for Pool I for such Distribution Date after application to the Class I-A-1 Certificates until the Class Certificate Balance thereof has been reduced to zero; (B) 26.0389231063% of all amounts described the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date sequentially to the Class I-A-9 and Class I-A-10 Certificates, in clauses that order, until the respective Class Certificate Balances thereof have been reduced to zero; (C) 17.2849674139% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date sequentially to the Class I-A-4 and Class I-A-6 Certificates, in that order, until the respective Class Certificate Balances thereof have been reduced to zero; and (D) 17.3964390015% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date in the following order of priority: (a) and (b) of this Section 4.2concurrently as follows:

Priorities of Distribution. (a) On each Distribution Date, prior to making distributions to the holders of the Certificates, the Trustee first, shall pay itself the Trustee's Fee for such Distribution Date and second, shall pay the Credit Risk Manager the Credit Risk Manager Fee for such Distribution Date. (b) With respect to the Available Funds, on each Distribution Date, the Trustee shall withdraw the such Available Funds for each Certificate Group from the applicable subaccount of the Distribution Certificate Account and based on the information provided to it by the Servicer, apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of such Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount for such date in the following order of priority: A. to the Holders of Class X-S Certificates, the aggregate Excess Servicing Fee for such Distribution Date; B. to the Senior Certificates, pro rata, Current Interest and any Carryforward Interest, as applicable, for each such Class and such Distribution Date; C. to the Class II-M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; D. to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; E. to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; F. to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; G. to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; H. to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; I. to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; J. to the Class M-8 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; K. to the Class M-9 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; L. to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; M. to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; N. on the Distribution Dates occurring in March 2005, April 2005 and May 2005, to the Depositor an amount equal to the amount received during the related Due Period which constitutes Subsequent Mortgage Loan Interest; and O. for application in the same manner as the Monthly Excess Cashflow for such Distribution Date as provided in clause (iv) of this Section 4.02(b), any Interest Remittance Amount remaining after application pursuant to clauses A. through N. above. (ii) On each Distribution Date (a) prior to the Stepdown Date or (b) 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. commencing on the Distribution Date in May 2010, to the Class P Certificates, until the Class Principal Balance of such class has been reduced to zero; B. first to the Class A-R Certificates any Available Funds remaining and Class A-RL Certificates, concurrently on a pro rata basis, based on their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero, and then to the Class A-1 Certificates until the Class Principal Balance thereof has been reduced to zero; C. to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; F. to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; G. to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; H. to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; I. to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; J. to the Class M-8 Certificates, until the Class Principal Balance of such Class has been reduced to zero; K. to the Class M-9 Certificates, until the Class Principal Balance of such Class has been reduced to zero; L. to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; M. to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and N. for application in the same manner as the Monthly Excess Cashflow for such Distribution Date, as provided in clause (iv) of this Section 4.02(b), any Principal Payment Amount remaining after application pursuant to clauses A. through M. above. (iii) On each Distribution Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event has not occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: A. commencing on the Distribution Date in May 2010 or thereafter, to the Class P Certificates, until the Class Principal Balance of such Class has been reduced to zero; B. to the Class A-1 Certificates, the Senior Principal Payment Amount for such Distribution Date, until the Class Principal Balance thereof has been reduced to zero; C. to the Class M-1 Certificates, the Class M-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, the Class M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class M-3 Certificates, the Class M-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; F. to the Class M-4 Certificates, the Class M-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; G. to the Class M-5 Certificates, the Class M-5 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; H. to the Class M-6 Certificates, the Class M-6 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; I. to the Class M-7 Certificates, the Class M-7 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; J. to the Class M-8 Certificates, the Class M-8 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; K. to the Class M-9 Certificates, the Class M-9 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; L. to the Class B-1 Certificates, the Class B-1 Principal Payment Amount for such distribution date, until the Class Principal Balance of such class has been reduced to zero; M. to the Class B-2 Certificates, the Class B-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; N. for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in clause (iv) of this Section 4.02(b), any Principal Payment Amount remaining after application pursuant to clauses A. through M. above. (iv) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: A. an amount equal to the aggregate Realized Losses on the Mortgage Loans incurred during the related REMIC Collection Period, such amount to be added to the Principal Payment Amount and distributed as set forth above in Section 4.02(b)(ii) and (iii) (any such amount, an "Excess Cashflow Loss Payment"); B. on the Distribution Date in March 2005, an amount equal to the Monthly Excess Cashflow for such Distribution Date remaining after application of all amounts described the distribution in clauses clause (iv)A. above to the Class X-1 Certificates; C. except for the first Distribution Date, until the Overcollateralization Amount equals the Targeted Overcollateralization Amount for such date, on each Distribution Date (I) (a) and prior to the Stepdown Date or (b) with respect to which a Trigger Event has occurred, to the extent of this Section 4.2Monthly Excess Interest for such Distribution Date, to fund any principal distributions to the Class A-1, Class A-R, Class A-RL, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates required to be made on such Distribution Date set forth above in clause (ii) above, after giving effect to the distribution of the Principal Payment Amount for such Distribution Date, in accordance with the priorities set forth therein. (II) on each Distribution Date on or after the Stepdown Date and with respect to which a Trigger Event has not occurred, to fund any principal distributions to the Class A-1, Class A-R, Class A-RL, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates required to be made on such Distribution Date set forth above in clause (iii) above, after giving effect to the distribution of the Principal Payment Amount for such Distribution Date, in accordance with the priorities set forth therein; D. to the Class M-1 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; E. to the Class M-2 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; F. to the Class M-3 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; G. to the Class M-4 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; H. to the Class M-5 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; I. to the Class M-6 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; J. to the Class M-7 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; K. to the Class M-8 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; L. to the Class M-9 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; M. to the Class B-1 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class; N. to the Class B-2 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw 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 for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates and to the Supplemental Interest Account in the following order of priority: (A) to the Supplemental Interest Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, if any, from Available Funds, but not including any Defaulted Swap Termination Payment; (B) from the Interest Remittance Amount, to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and Unpaid Interest Amounts for such Distribution Date, allocated pro rata based on their respective entitlements to those amounts; (C) from any remaining Interest Remittance Amount, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class for on such Distribution Date; (D) from any remaining Interest Remittance Amount, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amount, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amount, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (G) from any remaining Interest Remittance Amount, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (H) from any remaining Interest Remittance Amount, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (I) from any remaining Interest Remittance Amount, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (J) 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; and (K) from any remaining Interest Remittance Amount, 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 (1) before the Stepdown Date or (2) 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) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class IIM-1, Class M-2, Class M-3, Class M-4, Class M-5, Class B-1, ▇▇▇▇▇ ▇-A-1 ▇, ▇▇ass B-3 and Class B-4 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) to the Classes of Senior Certificates of the related Certificate Group, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) and (c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates corresponding to Pool I pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) pro rata, to the Class I-A-4 and Class I-A-12 Certificates, an amount up to the NAS Principal Distribution Amount for such date, until their respective Class Certificate Balances have each been reduced to zero; (ii) to the Class I-A-1, Class I-A-3, Class I-A-8, Class I-A-35 and Class I-A-36 Certificates, an amount up to the amount necessary to reduce their aggregate Class Certificate Balance to their aggregate Planned Balance for such Distribution Date as set forth in the Principal Balance Schedules, concurrently as follows: (A) 49.2499984928% of such amount, sequentially, to the Class I-A-8 and Class I-A-35 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; and (B) 50.7500015072% of such amount, sequentially, to the Class I-A-1, Class I-A-3 and Class I-A-36 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; (iii) concurrently as follows: (A) 49.2904038700% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, concurrently as follows: (▇) ▇.▇▇▇▇▇▇▇▇▇▇% of such amount to the Class I-A-34 Certificates, until their Class Certificate Balance has been reduced to zero; (▇) ▇.▇▇▇▇▇▇▇▇▇▇% of such amount to the Class I-A-20 Certificates, until their Class Certificate Balance has been reduced to zero; (▇) ▇.▇▇▇▇▇▇▇▇▇▇% of such amount to the Class I-A-43 Certificates, until their Class Certificate Balance has been reduced to zero; (▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% of such amount, in the following order of priority: A. pro rata, to the Class I-A-44 and Class I-A-45 Certificates, until their respective Class Certificate Balances have each been reduced to zero; B. to the Class I-A-46 Certificates, until their Class Certificate Balance has been reduced to zero; and C. to the Class I-A-47 Certificates, until their Class Certificate Balance has been reduced to zero; (▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% of such amount, in the following order of priority: A. pro rata, to the Class I-A-16, Class I-A-24, Class I-A-25, Class I-A-26, Class I-A-27, Class I-A-28, Class I-A-29, Class I-A-30, Class I-A-31, Class I-A-32 and Class I-A-33 Certificates, until their respective Class Certificate Balances have each been reduced to zero; B. pro rata, to the Class I-A-17 and Class I-A-37 Certificates, until their respective Class Certificate Balances have each been reduced to zero; C. to the Class I-A-18 Certificates, until their Class Certificate Balance has been reduced to zero; and D. pro rata, to the Class I-A-19, Class I-A-38, Class I-A-39 and Class I-A-40 Certificates, until their respective Class Certificate Balances have each been reduced to zero; and (B) 50.7095961300% of the remaining Senior Optimal Principal Amount for Pool I for such distribution date, in the following order of priority: (1) pro rata, to the Class I-A-5, Class I-A-9, Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-21, Class I-A-22 and Class I-A-23 Certificates, until their respective Class Certificate Balances have each been reduced to zero; (2) pro rata, to the Class I-A-6 and Class I-A-10 Certificates, until their respective Class Certificate Balances have each been reduced to zero; and (3) pro rata, to the Class I-A-7, Class I-A-11, Class I-A-41 and Class I-A-42 Certificates, until their respective Class Certificate Balances have each been reduced to zero; (iv) to the Class I-A-1, Class I-A-3, Class I-A-8, Class I-A-35 and Class I-A-36 Certificates, the remaining Senior Optimal Principal Amount for Pool I without regard to any Planned Balance for such Distribution Date as set forth in the Principal Balance Schedules, as set forth in Section 4.2(b)(ii)(A) and (B) above; and (v) pro rata, to the Class I-A-4 and Class I-A-12 Certificates, the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero. (c) Amounts allocated to the senior certificates corresponding to Pool II pursuant to priority Section 4.2(a)(iii)above will be distributed in the following order of priority: (i) pro rata, to the Class II-A-R Certificates, RU and Class II-A-RL Certificates until the Class Certificate Balance thereof Balances of each such Class has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the their Class Certificate Balance thereof has been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R RU and Class II-A-RL Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (c) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the respective Class Certificate Balances of the Class II-A-RU and Class II-A-RL Certificates. (e) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (f) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (x) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (g) In the event that in any calendar month the Master Servicer recovers an amount (an “Unanticipated Recovery”) in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month the Trustee shall withdraw from the Distribution Account and distribute to the Holders of each outstanding Class to which such Realized Loss had previously been allocated its share (determined as described in the succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute to the Holders of all outstanding Classes of the related Certificates to which Realized Losses had previously been allocated and not reimbursed their pro rata share (determined as described below) of such excess in an amount not to exceed the aggregate amount of any Realized Loss previously allocated to such Class with respect to any other Mortgage Loan that has not been recovered in accordance with this subsection (g). Any distributions made pursuant to this subsection (g) shall not reduce the Class Certificate Balance of the related Certificate. Any distributions made pursuant to this subsection (g) shall not be deemed to be a distribution of principal in reduction of the Class Certificate Balance of the related Certificate. For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (h) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Sections 4.2(b) and (c), until the total Class Certificate Balance of such Senior Certificates equals the Pool Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the other Mortgage Pool remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of the other Certificate Group. In addition, the amount of any unpaid Net Interest Shortfalls with respect to an Undercollateralized Group (including any Net Interest Shortfalls for the related Distribution Date) will be distributed to the Senior Certificates of the Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Group unless (a) the weighted average of the Subordinated Percentages for both Mortgage Pools, weighted on the basis of the stated principal balance of the Mortgage Loans in the related Mortgage Pool, is at least two times the weighted average of the initial Subordinate Percentage for both Mortgage Pools (calculated on such basis) and (b) the aggregate Stated Principal Balance of all of the Mortgage Loans in both Mortgage Pools delinquent 60 days or more (including for this Section 4.2purpose any such Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%. All distributions described above will be made in accordance with the priorities set forth in Sections 4.2(b) and (c).

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds for each Certificate Group from the applicable subaccount of the remaining and, on such Distribution Account and apply such funds to Date, shall make distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingaccordance with such allocation: (i) to the Classes holders of Senior each Class of LIBOR Certificates in the following order of priority: (A) to the Class A Certificates, the related Accrued Certificate GroupInterest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, pursuant to the allocation set forth in clauses (iv) and (v) of this Section 4.02(a); (B) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest on each Distribution Amount for such Class on such Distribution Date; (C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class B-1 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-2 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-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Classes of Senior Certificates holders of the related Certificate GroupClass or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, any Accrued Certificate Interest thereon from amounts remaining undistributed from previous on deposit in the Distribution DatesAccount after making distributions pursuant to clause (i) above, an amount equal to the extent Principal Distribution Amount in the following order of remaining Available Funds from the related Mortgage Pool;priority: (iiia) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class A Certificates, in the order of priority set forth below allocated as described in Section 4.2(b4.02(c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been are reduced to zero; and (iib) sequentially to the Class IIM-1, Class M-2, Class M-3, Class M-4, Class M-5, Clas▇ ▇-A-1 ▇, ▇▇▇▇▇ ▇-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balance thereof has been Balances are reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I Senior Certificates and Group II Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b) and (c), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class III-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) sequentially, a pro rata portion based on the aggregate of the Class II-A-1 and Class II-A-2 Certificate Balances, to the Class II-A-1 and Class II-A-2 Certificates, in that order, until their respective Class Certificate Balances have been reduced to zero; (ii) to the Class II-A-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (iii) to the Class II-A-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (d) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates or Components (in the case of the Class A-M Certificates) of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates or Components (in the case of the Class A-M Certificates) of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon (or added to the balance thereof); (ii) to the Classes of Senior Certificates or Components (in the case of the Class A-M Certificates) of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest remaining undistributed for that Class for that Distribution Date; (iii) to the Classes of Senior Certificates or Components (in the case of the Class A-M Certificates) of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II I, Group II, Group III and Group IV Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), (c), (d) and (e), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class I-A-1 Certificates and the Group I Component of the Class A-M Certificates, concurrently, as follows: (i) 95.8123425693% to the Class I-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) 4.1876574307% to the Group I Component of the Class A-M Certificates, until the Component Principal Balance thereof has been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-R and Class II-A-1 Certificates and the Group II Component of the Class A-M Certificates sequentially in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates and the Group II Component of the Class A-M Certificates, concurrently, as follows: (▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2; and

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to each Class of Accrual Certificates will not be distributed to such Class of Certificates under this clause (i) but will instead be added to the Class Certificate Balance thereof and distributed in accordance with the priorities set forth below in Section 4.2(b); (ii) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts being allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to each Class of Accrual Certificates will not be distributed to such Class of Certificates under this clause (ii) but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to clause (i) above, and distributed in accordance with the priorities set forth below in Section 4.2(b); (iii1) to the Classes of Senior Certificates entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b4.2(c), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates, from the Available Funds, to the Principal Only Certificates, the Class A-PO Principal Distribution Amount for such Distribution Date; (iv) to the Class A-PO Certificates, the Class A-PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this subsection shall not exceed the Subordinated Optimal Principal Amount for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Principal Only Certificates and (3) no distribution will be made in respect of the Class A-PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) On each Distribution Date prior to the applicable Accretion Termination Date, before distributions are made pursuant to the following paragraphs, an amount equal to the Accrual Amount for the Class A-5 Certificates will be added to the Class Certificate Balance of the Class A-5 Certificates and will be distributed in the same manner described in Sections 4.2(c)(iii) and 4.2(c)(iv) below (prior to giving effect to the distributions in Section 4.2(a)), until their respective Class Certificate Balances have each been reduced to zero. In addition, on each Distribution Date prior to the applicable Accretion Termination Date, before distributions are made pursuant to the following paragraphs, an amount equal to the Accrual Amount for the Class A-10 Certificates will be added to the Class Certificate Balance of the Class A-10 Certificates and will be distributed sequentially to the Class A-8 Certificates and Class A-10 Certificates, in that order (prior to giving effect to the distributions in Section 4.2(a)), until their respective Class Certificate Balances have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii4.2(a)(iii)(1) above will be distributed sequentially, in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) concurrently, to the Class A-4 and Class A-11 Certificates, pro rata, in an amount up to the NAS I Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (iii) to the Class A-1, Class A-3, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-8 and Class A-10 Certificates, concurrently, in the following order of priority: (1) 17.2833214241% o▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Senior Optimal Principal Amount for such Distribution Date in the following order of priority: (A) to the Class A-3 Certificates, an amount for such Distribution Date up to $36,000, until the Class Certificate Balance thereof has been reduced to zero; (B) to the Class A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (iiC) to the Class II-A-1 A-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2; and

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw will make the Available Funds disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of the related Available Funds remaining: (i) to the Classes holders of Senior each Class of Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (ia) to the Class II-A-R Certificates and each Class of Class A Certificates for the related Certificate Group, the aggregate of the related Accrued Certificate Interest Distribution Amount and any Unpaid Interest Amounts for such Classes, pro rata for such Certificate Group, based on the amount of interest which each such Class is entitled to receive on such Distribution Date; (b) to the Class M-1 Certificates of such Certificate Group, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (c) to the Class M-2 Certificates of such Certificate Group, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (d) to the Class B Certificates of such Certificate Group, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) A. with respect to each Certificate Group on each Distribution Date (a) 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 Offered Certificates then entitled to distributions of principal as set forth below, an amount equal to the related Principal Distribution Amount in the following order of priority: (1) in the case of the Group 1 Certificates, sequentially to the Class R, Class AF-1, Class AF-2 and Class AF-3 Certificates, in that order until the respective Class Certificate Balances are reduced to zero; provided, however, that on any Distribution Date on which the aggregate Class Certificate Balance of the Class A Certificates for the Group 1 Certificates are equal to or greater than the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1plus the amount, if any, in the related Pre-Funding Account, excluding investment earnings, the Class A Principal Distribution Amount for the Group 1 Certificates shall be distributed pro rata and not sequentially; (2) in the case of the Group 2 Certificates, to the Class AV-1 Certificates until the Class Certificate Balance thereof has been is reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee Securities Administrator shall withdraw make the Available Funds for each Certificate Group disbursements and transfers from the applicable subaccount of amounts then on deposit in the Distribution Account Account, and apply shall distribute such funds to distributions on the Certificates of the related Certificate Group amounts in the following order of priority and priority and, in each case, to the extent of the Available Funds remainingFunds: (i) to the related Senior Certificates, on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a), in each case in respect of interest on such Class; (ii) [Reserved] (iii) to the Group 1 Certificates, the Group 2 Certificates, the Group 3 Certificates and the Group 4 Certificates from the Available Funds for Loan Group I, Loan Group II, Loan Group III and Loan Group IV, respectively, in each case in the priorities and amounts set forth in Section 4.02(b), the sum of the following amounts for each Loan Group (applied to reduce the Class Certificate Balance of such Certificates): (A) the Senior Certificates Percentage for that Loan Group for such Distribution Date multiplied by the sum of the following: 1. The principal portion of each Monthly Payment due during the related Due Period on each Outstanding Mortgage Loan whether or not received on or prior to the related Determination Date; 2. The Stated Principal Balance of any Mortgage Loan repurchased during the preceding calendar month (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.03 or the amount of any Substitution Adjustment Amount deposited in the related Collection Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the preceding calendar month; and 3. The principal portion of all other collections (other than Scheduled Payments, Principal Prepayments in Full, Curtailments and amounts received in connection with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section 4.02(a)(iii)(B), including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) including Subsequent Recoveries received during the preceding calendar month to the extent applied by the Servicer as recoveries of principal of the related Certificate GroupMortgage Loan pursuant to the related Servicing Agreement; (B) with respect to each Mortgage Loan for which a Cash Liquidation or a REO Disposition occurred during the preceding calendar month, an amount equal to the lesser of (a) the related Senior Percentage for such Distribution Date times the Stated Principal Balance of such Mortgage Loan and (b) the related Senior Accelerated Distribution Percentage for such Distribution Date times the related unscheduled collections (including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Servicer as recoveries of principal of the related Mortgage Loan pursuant to the related Servicing Agreement; (C) the related Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments received in the related Prepayment Period; (D) [Reserved] (E) any amounts described in subsection (iii), clauses (A), (B) and (C) of this Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after application of amounts previously distributed pursuant to this clause (E) to the extent that such amounts are not attributable to Realized Losses which have been allocated to the Subordinate Certificates; (iv) to the Holders of the Class B-1 Certificates, the Accrued Certificate Interest on each thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (v) to the Holders of the Class B-1 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Class Certificate Balance of the Class B-1 Certificates; (vi) to the Holders of the Class B-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (vii) to the Holders of the Class B-2 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Class Certificate Balance of the Class B-2 Certificates; (viii) to the Holders of the Class B-3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (ix) to the Holders of the Class B-3 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Class Certificate Balance of the Class B-3 Certificates; (x) to the Holders of the Class B-4 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xi) to the Holders of the Class B-4 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Class Certificate Balance of the Class B-4 Certificates; (xii) to the Holders of the Class B-5 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xiii) to the Holders of the Class B-5 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Class Certificate Balance of the Class B-5 Certificates; (xiv) to the Holders of the Class B-6 Certificates, an amount equal to the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xv) to the Holders of the Class B-6 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date; (iixvi) to the Classes of Senior Certificates related to any Loan Group, in the priority set forth in Section 4.02(b), the portion, if any, of the related Available Funds remaining after the foregoing distributions, applied to reduce the Class Certificate GroupBalances of such Senior Certificates, but in no event more than the aggregate of the outstanding Class Certificate Balances of each such Class of Senior Certificates, and thereafter, to each Class of Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the related Available Funds remaining after the related Senior Certificates have been retired, applied to reduce the Class Certificate Balance of each such Class of Subordinate Certificates, but in no event more than the outstanding Class Certificate Balance of each such Class of Subordinate Certificates; (xvii) to the Class R-2 Interest, beneficial ownership of which is evidenced by the Class R Certificates, the balance, if any, of the Available Funds for any Loan Group. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the Subordinate Certificates are no longer outstanding, the Senior Certificates, Accrued Certificate Interest thereon remaining undistributed unpaid from any previous Distribution Dates, Date shall be distributable only to the extent that (1) a shortfall in the amounts available to pay Accrued Certificate Interest in any Class of remaining Available Funds related certificates results from an interest rate reduction in connection with a Servicing Modification on a Mortgage Loan in the related Loan Group, or (2) such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to the failure of the related Servicer to the Master Servicer to make any required Advance, or the determination by the Servicer or the Master Servicer that any proposed Advance would be a Nonrecoverable P&I Advance with respect to the related Mortgage Pool;Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation or REO Disposition. (iiib) Distributions of principal on the Senior Certificates on each Distribution Date occurring prior to the Classes of Senior Certificates of Credit Support Depletion Date shall be made as follows: (i) the related Certificate Group, Available Funds for Loan Group I available for distribution pursuant to Section 4.02(a)(iii) shall be distributed to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class I-A-1 and Class I-A-2 Certificates, pro rata in the order of priority set forth below in Section 4.2(b)accordance with their respective Class Certificate Balances, until the respective Class Certificate Balances thereof have been reduced to zero; (ivii) the Available Funds for Loan Group II available for distribution pursuant to Section 4.02(a)(iii) shall be distributed sequentially as follows: (A) to the Class B-1 R-1 Interest and Class R-2 Interest, beneficial ownership of which is evidenced by the Class R Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)pro rata, in the following order: (1) the Accrued accordance with their respective Class Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R CertificatesBalances, until the Class Certificate Balance Balances thereof has have been reduced to zero; and (iiB) to the Class II-A-1 and Class II-A-2 Certificates, pro rata in accordance with their respective Class Certificate Balances, until the Class Certificate Balance Balances thereof has have been reduced to zero.; (iii) the Available Funds for Loan Group III available for distribution pursuant to Section 4.02(a)(iii) shall be distributed to the Class III-A-1 and Class III-A-2 Certificates, pro rata in accordance with their respective Class Certificate Balances, until the Class Certificate Balances thereof have been reduced to zero; and (iv) the Available Funds for Loan Group IV available for distribution pursuant to Section 4.02(a)(iii) shall be distributed to the Class IV-A-1 and Class IV-A-2 Certificates, pro rata in accordance with their respective Class Certificate Balances, until the Class Certificate Balances thereof have been reduced to zero; (c) On After the reduction of the Class Certificate Balances of the Senior Certificates related to any Loan Group to zero but prior to the Credit Support Depletion Date, if either (i) the Aggregate Subordinate Percentage on that date is less than 200% of the Subordinate Aggregate Percentage as of the Closing Date, (ii) the Stated Principal Balance of the Mortgage Loans in any Loan Group delinquent 60 days or more (including, for this purpose, Mortgage Loans in REO, foreclosure or bankruptcy status) averaged over the six months prior to the Determination Date, as a percentage of the aggregate Class Certificate Balance of the Subordinate Certificates is greater than or equal to 50% or (iii) the cumulative Realized Losses on the Mortgage Loans do not exceed (a) 20% of the aggregate Class Certificate Balance of the Subordinate Certificates as of the Closing Date if such Distribution Date occurs between and including August 2007 and July 2010, and (b) 30% of the aggregate Class Certificate Balance of the Subordinate Certificates as of the Closing Date if such Distribution Date occurs on or after August 2010, then 100% of all Principal Prepayments received or advanced with respect to the Mortgage Loans in the Loan Group relating to the Senior Certificates of which the aggregate Class Certificate Balance has been paid in full, will be applied on the related Distribution Date as a distribution of principal to the remaining Senior Certificates of such other Certificate Groups, pro rata, on the basis of the aggregate Class Certificate Balance of the Senior Certificates of such Certificate Groups rather than applied as a principal distribution to the Subordinate Certificates. Such principal will be distributed on the related Distribution Date in the same priority as those Senior Certificates would receive other distributions of principal. (d) If on any Distribution Date any Loan Group is an Undercollateralized Group and any other Loan Group is an Overcollateralized Group, in each case after giving effect to distributions to be made to the related Senior Certificates on such Distribution Date, all Scheduled Payments, Principal Prepayments and any other payments of principal received or advanced with respect to the Mortgage Loans allocable to the related Overcollateralized Group will be paid in the following priority: (1) first, such amount, up to the Total Transfer Amount for that Undercollateralized Group will be distributed first to the Senior Certificates related to the Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to those Senior Certificates as principal (in accordance with the priorities set forth in Section 4.02(b)) and (2) second, any remaining amount will be distributed to the Subordinate Certificates (in accordance with the priorities set forth in Section 4.02(b); provided, that if more than one Undercollateralized Group exists on any Distribution Date, the Trustee related Transfer Payments shall distribute be allocated among such Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance of the related Senior Certificates immediately prior to such Distribution Date is greater than the Holders aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; provided, further, that if more than one Overcollateralized Group exists on any Distribution Date the related Transfer Payments shall be allocated among such Overcollateralized Groups, pro rata, on the basis of the Class II-A-R Certificate Balance of the related Senior Certificates. (e) [Reserved] (f) After the reduction of the Class Certificate Balances of the Senior Certificates of any Certificate Group to zero but prior to the Credit Support Depletion Date, the Senior Certificates shall be entitled to no further distributions of principal thereon, and the related Available Funds remaining shall be distributed solely to the holders of the Subordinate Certificates, in each case as described herein. (g) [Reserved] (h) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the related REMIC Servicer shall deposit such funds into the related Collection Account. If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss with respect to any Mortgage Loan is reduced, the amount of such Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of related Subordinate Certificates with the Highest Priority to which Realized Losses for such Mortgage Loan, have been allocated, but not by more than the amount of Realized Losses with respect to such Mortgage Loan previously allocated to that Class of Certificates pursuant to Section 4.04. The amount of any remaining Subsequent Recoveries from such Mortgage Loan will be applied to increase the Class Certificate Balance of the Class of Certificates with the next Lower Priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.04. Any remaining Subsequent Recoveries from the related Mortgage Loan will in turn be applied to increase the Class Certificate Balance of the Class of Certificates with the next Lower Priority up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.04, and so on. Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date after on which such increase occurs. Any application of all amounts described Subsequent Recoveries to the Senior Certificates will be made in clauses (a) and (b) proportion to the allocation of this Section 4.2the original Realized Loss to the Senior Certificates of the related Loan Group. Any such increases shall be applied to the Class Certi

Priorities of Distribution. (a) On each Distribution Date, prior to making distributions to the holders of the Certificates, the Trustee first, shall pay itself the Trustee's Fee for such Distribution Date, second, shall pay the Loss Mitigation Advisor the Loss Mitigation Fee and third, shall remit to the Pool Insurer, by fund transfer from the Philadelphia office of the Trustee, in immediately available funds, the Pool Insurer Fee for such Distribution Date. (b) With respect to the Available Funds and any funds received from the Pool Insurance Policy for each Group, on each Distribution Date, the Trustee shall withdraw the such Available Funds for each Certificate Group from the applicable subaccount of the Distribution Certificate Account and apply such funds to distributions on the Certificates of the related Certificate Group and to the Certificate Insurer, as applicable, in the following order and priority and, in each case, to the extent of such Available Funds remaining:: 80 (i) with respect to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution DatesGroup I Certificates, to the extent of remaining the Available Funds from for Loan Group I for that Distribution Date: (A) first, to the related Mortgage PoolClass I-P Certificates, the Class I-P Principal Distribution Amount; (iiiB) second, to the Classes Class I-P Certificates, to the extent of Senior amounts which otherwise would have been available to pay the Class A-S Component Principal Distribution Amount on the Class A-S Component related to Loan Group I on that Distribution Date, principal in an amount equal to any Class I-P Deferred Amounts that were attributable to a Special Hazard Loss or a Bankruptcy Loss that was not an Excess Loss; PROVIDED, HOWEVER, that any amounts so distributed will not cause a further reduction in the Class I-P Principal Balance; (C) third, to the Class A-S Certificates, the Interest Distribution Amount for the Class A-S Component related to Loan Group I; (D) fourth, to the Class A-S Certificates, the Class A-S Component Principal Distribution Amount related to Loan Group I, as reduced by any amounts paid to the Class I-P Certificates under the clause (B) above; (E) fifth, to the Class I-A-1 Certificates and Class X-1 Certificates, concurrently, the related Interest Distribution Amount; and (F) sixth, up to the amount of the related Senior Principal Distribution Amount for such Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Class I-A-1 Certificates, in the order of and priority set forth below in Section 4.2(b)clause (c) below, and subject to clause (e) below, in reduction of the Class Principal Balance thereof, until the respective Class Certificate Balances Principal Balance thereof have has been reduced to zero; (ii) with respect to the Group II Certificates, to the extent of the Available Funds for Loan Group II and with respect to the Class II-A-1 Certificates and Class II-A-2 Certificates as applicable, any Insured Payment for that Distribution Date: (A) first, to the Certificate Insurer, the Certificate Insurer Premium with respect to the Class II-A-1 Certificates and Class II-A-2 Certificates; (B) second, to the Class I-P Certificates, to the extent of amounts which otherwise would have been available to pay the Class A-S Component Principal Distribution Amount on the Class A-S Component related to Loan Group II on that Distribution Date, principal in an amount equal to any Class I-P Deferred Amounts that were attributable to a Special Hazard Loss or a Bankruptcy Loss that was not an Excess Loss, that were not covered by amounts otherwise payable on the Class A-S Component related to Loan Group I and that remain undistributed; PROVIDED HOWEVER, that any amounts so distributed will not cause a further reduction in the Class I-P Principal Balance; (C) third, to the Class A-S Certificates, Interest Distribution Amount on the Class A-S Component related to Loan Group II; (D) fourth, to the Class A-S Certificates, the Class A-S Component Principal Distribution Amount related to Loan Group II as reduced by any amounts paid to the Class I-P Certificates under clause (B) above; (E) fifth, to the Class II-A-1, Class II-A-2, Class X-II, Class A-R-1, Class A-R-2 and Class A-R-3 Certificates, concurrently, the related Interest Distribution Amount; (F) sixth, to the Class II-A-1, Class A-R-1, Class A-R-2 and Class A-R-3 Certificates, the related Senior Principal Distribution Amount, in the manner and priority set forth in clause (c) below, and subject to clause (e) below; and (G) seventh, to the Certificate Insurer, any Certificate Insurer Reimbursement Amount. (iii) with respect to the Group III Certificates, to the extent of the Available Funds for Loan Group III and with respect to the Class III-A-1 Certificates and Class III-A-2 Certificates, as applicable, the amount of any Insured Payments for that Distribution Date: (A) first, to the Certificate Insurer, the Certificate Insurer Premium with respect to the Class III-A-1 Certificates and Class III-A-2 Certificates; (B) second, to the Class I-P Certificates, to the extent of amounts which otherwise would be available to pay the Class A-S Component Principal Distribution Amount on the Class A-S Component related to Loan Group III on that Distribution Date, principal in an amount equal to any Class I-P Deferred Amounts that were attributable to a Special Hazard Loss or a Bankruptcy Loss that was not an Excess Loss, that were not covered by amounts otherwise payable on the Class A-S Components related to Loan Group I and Loan Group II and that remain undistributed; PROVIDED, HOWEVER, that any amounts so distributed will not cause a further reduction in the Class I-P Principal Balance; (C) third, to the Class A-S Certificates, the Interest Distribution Amount on the Class A-S Component related to Loan Group III; (D) fourth, to the Class A-S Certificates, the Class A-S Component Principal Distribution Amount related to Loan Group Ill, as reduced by any amounts paid to the Class I-P Certificates under clause (B) above; 82 (E) fifth, to the Class III-A-1 Certificates, Class III-A-2 Certificates and the Class X-III Certificates, the related Interest Distribution Amount; (F) sixth, to the Class III-A-1 Certificates, the related Senior Principal Distribution Amount, in the manner and priority set forth in clause (c) below, and subject to clause (e) below; (G) seventh, to the Certificate Insurer, any Certificate Insurer Reimbursement Amount; (iv) with respect to the Class I-P, Class B and Class XB Certificates, to the extent of the Available Funds for Loan Group I, Loan Group II and Loan Group III, after the payment of the Group I, Group II and Group III Certificates and the Certificate Insurer described above in clauses 4.02(b)(i), (ii) and (iii) and further subject to clause (e) below; (A) first, to the Class I-P Certificates, to the extent of amounts otherwise available to pay the Subordinate Principal Distribution Amount on that Distribution Date, principal in an amount equal to any Class I-P Deferred Amounts that were not attributable to a Special Hazard Loss, a Bankruptcy Loss or a Fraud Loss; provided, however, that any amounts distributed in respect of losses pursuant to this clause (iv)(A) will not cause a further reduction in the Class I-P Principal Balance; (B) second, to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate related Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution DateAmount; (vC) third, to the Class XB-1 Certificates, the related Interest Distribution Amount; (D) fourth, to the Class B-1 Certificates, their pro rata share of the Subordinate Principal Distribution Amount; (E) fifth, to the Class B-2 Certificates, the related Interest Distribution Amount; (F) sixth, to the extent Class XB-2 Certificates, the related Interest Distribution Amount; (G) seventh, to the Class B-2 Certificates, their pro rata share of remaining Available Funds the Subordinate Principal Distribution Amount; and (H) eighth, to the Class B-1 Certificates and then the Class B-2 Certificates, up to the amount of unreimbursed Realized Losses previously allocated to that Class, if any; provided, however, that any amounts distributed pursuant to this paragraph (iv)(H) will not cause a further reduction in the Class Principal Balances of any of the Class B Certificates. (c) On each Distribution Date prior to the Credit Support Depletion Date for each Loan Group, the Mortgage Poolsrelated Senior Principal Distribution Amount less the related Class A-S Component Principal Distribution Amount for that Distribution Date, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates adjustment pursuant to Section 4.2(a)(iiiclause (e) above below, will be distributed as principal to the related classes of Senior Certificates in the following order of priority: (i) with respect to Group I, to the Class III-A-R A-1 Certificates, until the Class Certificate Principal Balance thereof of that class has been reduced to zero; and; (ii) with respect to Group II, (A) first, concurrently on a pro rata basis to the Class A-R-1 Certificates, Class A-R-2 Certificates and Class A-R-3 Certificates until those Class Principal Balances have been reduced to zero; (B) second, to the Class II-A-1 Certificates, until the Class Certificate Principal Balance thereof of that class has been reduced to zero; and (iii) with respect to Group III, to the Class III-A-1 Certificates, until the Class Principal Balance of that class has been reduced to zero. (civ) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount for the Senior Certificates will be distributed as principal to all the related Senior Certificates (other than the Class I-P Certificates), pro rata, based on aggregate Class Principal Balances immediately prior to such Distribution Date. (d) On each Distribution Date, the Trustee shall distribute amount referred to the Holders in clause (i) of the Class II-A-R Certificates any Available Funds remaining in the related REMIC definition of Interest Distribution Amount for such Distribution Date after application for each Class of all amounts described in clauses Certificates or Component shall be reduced by the Trustee by the related Class's or Component's pro rata share (abased on the applicable Interest Distribution Amount for each such Class or Component before reduction pursuant to this Section 4.02(d)) of "Net Interest Shortfalls" which shall be equal to the sum of (A) Net Prepayment Interest Shortfalls for the Mortgage Loans, and (bB) the sum of: (I) after the Special Hazard Coverage Termination Date, with respect to each Mortgage Loan that became a Special Hazard Mortgage Loan during the calendar month preceding the month of this Section 4.2such Distribution Date, 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, (II) after the Bankruptcy Coverage Termination Date, with respect to each Mortgage Loan that became subject to a Bankruptcy Loss during the calendar month preceding the month of such Distribution Date, the interest portion of the related Debt Service Reduction or Deficient Valuation, (III) each Relief Act Reduction for any Mortgage Loan incurred during the calendar month preceding the month of such Distribution Date and (IV) Excess Losses that are Fraud Losses during the calendar month preceding the month of such Distribution Date equal to 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. 84 (e) Notwithstanding the foregoing,

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw make the Available following distributions from the Distribution Account, net of the Trustee Fee and the Trustee’s expenses, of an amount equal to the Interest Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingpriority: (i) from the Interest Funds for each Group, to the Classes of related Senior Certificates and the related Component of the related Certificate GroupClass A-IO Certificates, the Accrued Certificate Current Interest on and any Interest Carry Forward Amount for the such Certificates; provided, however, that any shortfall in available amounts in respect of each Group shall be applied, pro rata, among the Senior Certificates and Components of the Class A-IO Certificates of such Class for such Distribution Date;Group; and (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds amounts from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Interest Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I and Group II Senior Certificates, in the order of priority set forth below in shall be combined and distributed pursuant to Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv4.1(b) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Datehereof. (b) Amounts allocated to On each Distribution Date, the Group II Senior Certificates Trustee shall apply all amounts remaining pursuant to Section 4.2(a)(iii4.1(a)(ii) above will be distributed in the following order of priority: (i) to the Class M-1 Certificates, the Current Interest thereon; (ii) to the Class M-2 Certificates, Current Interest thereon; (iii) to the Class B Certificates, Current Interest thereon; and (iv) any remaining amounts pursuant to Section 4.1(g) hereof. (c) On each Distribution Date, the Trustee shall make the following distributions from the Distribution Account of an amount equal to the Principal Distribution Amount for each Group as follows: (i) From the Principal Distribution Amount for Group I, in an amount up to the Senior Principal Distribution Amount for such Group as follows: (x) the Priority Principal Distribution Amount to the Class AF-6 Certificates until the Class Certificate Balance thereof has been reduced to zero, and (y) the balance of the Senior Principal Distribution Amount for Group I sequentially to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Certificates, in that order, so that no such distribution pursuant to this clause (y) will be made to any such Class until the Certificate Principal Balances of all Group I Class A Certificates with a lower numeral designation shall have been reduced to zero; provided, however, that, on any Distribution Date on or after the Credit Support Depletion Date, the Senior Principal Distribution Amount for Group I will be distributed pro rata and not sequentially to the Group I Class A Certificates; (ii) From the Principal Distribution Amount for Group II-, an amount up to the Senior Principal Distribution Amount for such Group shall be distributed to the Class AV Certificates until the Class Certificate Balance thereof has been reduced to zero; and (iii) In the event the Certificate Principal Balance of the (A-R ) Group I Class A Certificates or (B) the Group II Class A Certificates has been reduced to zero, on such Distribution Date and each Distribution Date thereafter principal distributions otherwise distributable to such retired Certificates will be applied to the remaining Senior Certificates related to the other Mortgage Loan Group (after giving effect to the distributions described in this Section 4.1(c)). Any such distributions in respect of the Group I Class A Certificates will be distributed to such Classes in the manner provided in the first subparagraph of this subsection. (d) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount for all Groups remaining after distributions pursuant to Section 4.1(c) in the following order of priority: (i) to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (ii) to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; and (iiiii) to the Class II-A-1 B Certificates, the Class B Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero. (ce) Notwithstanding Section 4.1(c) and (d) hereof, before the Stepdown Date or if a Trigger Event is in effect on any Distribution Date each Principal Distribution Amount shall be distributed in the following order of priority: (i) to the related Class A Certificates (in the case of Group I, in the manner described in Section 4.1(c)) until the Certificate Principal Balance of such Class A Certificates has been reduced to zero; (ii) after the Certificate Principal Balance of the Class A Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class M-1 Certificates until the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero; (iii) after the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class M-2 Certificates until the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, and (iv) after the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, the remaining combined Principal Distribution Amounts shall be distributed to the Class B Certificates until the Class Certificate Balance of the Class B Certificates has been reduced to zero. (f) On each Distribution Date, the Trustee shall distribute Pledged Prepayment Penalties for such Distribution Date in accordance with the priorities set forth in clauses (xiv) through (xvii) of Section 4.1(g) hereof (without regard to references to the Basis Risk Reserve Fund). (g) On each Distribution Date, the Trustee shall make the following distributions from the Distribution Account of any remaining amounts pursuant to Sections 4.1(b)(iv) hereof, together with any Net Pledged Prepayment Penalties for such Distribution Date, in the following order of priority: (i) on each of the first four Distribution Dates only, to the Basis Risk Reserve Fund, any Basis Risk Payment for such date; (ii) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class A Certificates, on a pro rata basis any applicable Cap Carryover Amount; (iii) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-1 Certificates, any applicable Cap Carryover Amount; (iv) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class M-2 Certificates, any applicable Cap Carryover Amount; (v) on each of the first four Distribution Dates only, from and to the extent of amounts held in the Basis Risk Reserve Fund, to the Class B Certificates, any applicable Cap Carryover Amount; (vi) the related Principal Percentage of the Extra Principal Distribution Amount will be added to the Principal Distribution Amount for Group I and the related Principal Percentage for Group II of the Extra Principal Distribution Amount will be added to the Principal Distribution Amount for Group II; (vii) to the Class M-1 Certificates, any related Interest Carry Forward Amount; (viii) to the Class M-1 Certificates, any related Unpaid Realized Loss Amount; (ix) to the Class M-2 Certificates, any related Interest Carry Forward Amount; (x) to the Class M-2 Certificates, any related Unpaid Realized Loss Amount; (xi) to the Class B Certificates, any related Interest Carry Forward Amount; (xii) to the Class B Certificates, any related Unpaid Realized Loss Amount; (xiii) to the Basis Risk Reserve Fund, any Basis Risk Payment for such date; (xiv) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance thereof has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class A Certificates, on a pro rata basis any applicable Cap Carryover Amount; (xv) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class M-1 Certificates, any applicable Cap Carryover Amount; (xvi) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class M-2 Certificates, any applicable Cap Carryover Amount; (xvii) on any Distribution Date on or before the Distribution Date on which the Class Certificate Balance of the Class B Certificates has been reduced to zero, from and to the extent of amounts remaining in the Basis Risk Reserve Fund for such Distribution Date, to the Class B Certificates, any applicable Cap Carryover Amount; (xviii) to the other Certificates to the extent of any Unpaid Realized Loss Amount; and (xix) the remainder pursuant to Section 4.1(i) hereof. (h) On each Distribution Date, the Trustee shall distribute an amount equal to the Class P Prepayment Amount for such Distribution Date to the Class P Certificates. (i) On each Distribution Date, the Trustee shall distribute to the Holders Class C Certificates any remaining amounts pursuant to Section 4.1(g)(xix) hereof, to the extent of the Class II-A-R Certificates any Available Funds remaining sum of the interest accrued thereon at the rate described in Schedule III and that has not been distributed thereon on prior Distribution Dates (amounts deposited in the Basis Risk Reserve Fund under Section 4.1(g)(xiii) are treated as distributed for this purpose), amounts representing earnings on the Basis Risk Reserve Fund, and any amounts released from the Basis Risk Reserve Fund. (j) On each Distribution Date, to the extent the Servicer or Master Servicer shall have collected any Subsequent Recoveries during the related REMIC Prepayment Period, the Trustee shall apply such amounts as follows: first, sequentially, in order of priority, to each Class of Subordinate Certificates then outstanding, in reduction of any amounts previously applied to such Class to reduce the Class Certificate Balance thereof pursuant to Section 4.3 hereof (provided, however, that any such amounts distributed pursuant to this clause first to a Class of Subordinate Certificates shall not reduce the Class Certificate Balance thereof); and second, as part of the related Interest Funds for such Distribution Date after for application of all pursuant to Section 4.1(a). (k) On each Distribution Date the Trustee shall distribute to the Class R Certificates any remaining amounts described in clauses (a) and (b) of this Section 4.2the Distribution Account.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group I and Group II Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b) and (c), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class III-A-1 Certificates, Certificates until the Class Certificate Balance thereof has been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates until the Class Certificate Balance thereof has been reduced to zero. (d) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (bc) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) (1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date andDate, in the case of the Group II Senior Certificates, (in the order of priority set forth below in Section Sections 4.2(b), (c) and (d), as applicable), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Group I Senior Certificates from the Available Funds for Pool I, to the Class I-A-PO Certificates in reduction of the Class Certificate Balance thereof; and concurrently with the Group II Senior Certificates from the available Funds for Pool II, to the Class II-A-PO Certificates in reduction of the Class Certificate Balance thereof, in each case, the applicable Class PO Principal Distribution Amount for such Distribution Date until their respective Class Certificate Balances have each been reduced to zero; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vvi) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vivii) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiviii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiiix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed sequentially, in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; (ii) concurrently, to the Class I-A-4 and Class I-A-14 Certificates, pro rata, in an amount up to the NAS Principal Distribution Amount for such Distribution Date, until the respective Class Certificate Balances thereof have each been reduced to zero (iii) concurrently, to the Class I-A-3, Class I-A-7, Class I-A-8, Class I-A-10 and Class I-A-11 Certificates, pro rata, in an amount equal to the lesser of (x) 99.99% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, and (y) $2,246,000, until the respective Class Certificate Balances thereof have each been reduced to zero; (iv) concurrently, as follows: (A) 44.5109727791% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date to the Class I-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (iiB) 55.4890272209% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, sequentially, as follows: (I) to the Class I-A-5 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (II) to the Class I-A-6 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (v) concurrently, to the Class I-A-3, Class I-A-7, Class I-A-8, Class I-A-10 and Class I-A-11 Certificates, pro rata, the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, until the respective Class Certificate Balances thereof have each been reduced to zero; (vi) to the Class I-A-13 Certificates, the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (vii) concurrently, to the Class I-A-4 and Class I-A-14 Certificates, pro rata, the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date without regard to the NAS Principal Distribution Amount for such Distribution Date, until the respective Class Certificate Balances thereof have each been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest, the RM Interest and the RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) through (c) and (be) of this Section 4.2. Any distributions pursuant to this subsection (d) shall not reduce the Class Certificate Balances of the Class I-A-R Certificates. (e) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates (other than the Class PO Certificates), pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Sections 4.2(a) through (c) above. (f) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (v) through (x) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in clauses (v) through (x) of Section 4.2(a). (g) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”), in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a)(iii). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be (i) with respect to the Class PO Certificates, based on the applicable PO Percentage of the principal portion of the Realized Loss previously allocated thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes of the next to last sentence of the preceding paragraph), and (ii) with respect to any other Class of Certificates, based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the applicable Non-PO Percentage of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans); provided however, that (i) the share of an Unanticipated Recovery allocable to a Principal Only Certificate with respect to any Mortgage Loan (or Loans) shall be reduced by the applicable PO Percentage of the aggregate amount previously distributed to such Class in respect of such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to the Class PO Certificates have been so reduced shall be distributed to the Classes of Certificates described in clause (ii) of the preceding paragraph in the same proportion as described in such clause (ii). For purposes of the preceding sentence, any Class PO Deferred Amount distributable to a Principal Only Certificate on previous Distribution Dates shall be deemed to have been allocated in respect of the Mortgage Loans as to which the applicable PO Percentage of the principal portion of Realized Losses has previously been allocated to such Class on a pro rata basis (based on the amount of Realized Losses so allocated). (h) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross- over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group (other than the Class PO Certificates) in accordance with the priorities set forth in Section 4.2(a)(iii), until the total Class Certificate Balance of such Senior Certificates equals the Pool Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates of a Certificate Group (other than the Class PO Certificates) constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the other Mortgage Pools remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of the other Certificate Group (other than the Class PO Certificates). In addition, the amount of any unpaid Accrued Certificate Interest with respect to an Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificates of the Undercollateralized Group (other than the Class PO Certificates) prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(h), no distribution of principal will be made to any Class of Subordinated Certificates until each Undercollateralized Group is no longer undercollateralized. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (other than the Class PO Certificates) (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other C

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(i) but will instead be added to the related Class Certificate Balances thereof and distributed in accordance with Section 4.2(b) and (c) below; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the applicable Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed on such Certificates under this Section 4.2(a)(ii) but will instead be added to the related Class Certificate Balances thereof, to the extent not previously added pursuant to Section 4.2(a)(i) above, and distributed in accordance with Section 4.2(b) and (c) below; (iii) to the Classes of Senior Certificates of the related Certificate Group, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b4.2(c),(d) and (e), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(i), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated On each Distribution Date through the applicable Accretion Termination Date, the Accrual Amount for each Class of Accrual Certificates will be added to the Group II Senior Class Certificate Balance of such Class and will be distributed to the related Certificates pursuant (before giving effect to the distributions in Section 4.2(a)(iii4.2(a)(i) above through (ix)) as follows: The Accrual Amount for the Class I-A-5 Certificates will be distributed in reduction of the following order Class Certificate Balances of prioritythe specified Classes, concurrently, as follows: (i▇) ▇.▇▇▇▇▇▇▇▇▇▇% of such amount to the Class III-A-R A-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% of such amount, sequentially, to the Class III-A-1 and Class I-A-2 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero. The Accrual Amount for the Class I-A-2 Certificates will be distributed in reduction of the Class Certificate Balance of the Class I-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, . The Accrual Amount for the Trustee shall distribute to the Holders Class I-A-12 Certificates will be distributed in reduction of the Class IICertificate Balance of the Class I-A-R Certificates any Available Funds remaining in A-11 Certificates, until the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2Class Certificate Balance thereof has been reduced to zero.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section Sections 4.2(b), (c), (d) and (e), respectively, until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class I-A-1 Certificates until the Class Certificate Balance thereof has been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) sequentially to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) and to the Class II-A-1 Certificates. (d) Amounts allocated to the Group III Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class III-A-1 Certificates. (e) Amounts allocated to the Group IV Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class IV-A-1 Certificates and the Class IV-A-2 Certificates, pro rata, until the respective Class Certificate Balance Balances thereof has have each been reduced to zero. (cf) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and through (be) of this Section 4.2. Any distributions pursuant to this subsection (f) shall not reduce the Class Certificate Balance of the Class II-A-R Certificates. (g) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances, as applicable, immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (h) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (i) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”), in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (i). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (j) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Sections 4.2(b) through (e) until the total Class Certificate Balance of such Senior Certificates (after giving effect to distributions to be made on that Distribution Date) equals the Stated Principal Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pools not related to an Undercollateralized Group remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of such other Certificate Group. In addition, the amount of any unpaid Accrued Certificate Interest with respect to any Undercollateralized Group on any Distribution Date (including any Accrued Certificate Interest for the related Distribution Date) will be distributed to the Senior Certificatesof such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). Except as provided otherwise in this Section 4.2(j), no distribution of principal will be made to any Class of Subordinated Certificates until an Undercollateralized Group is no longer undercollateralized. If more than one Undercollateralized Group on any Distribution Date is entitled to an Undercollateralization Distribution, such Undercollateralization Distribution shall be allocated among the Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Certificate Balance of the related Senior Certificates is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Undercollateralized Groups. If amounts in respect of more than one Certificate Group on any Distribution Date are required to make an Undercollateralization Distribution to an Undercollateralized Group, the payment of such Undercollateralized Distributions shall be allocated among such Certificate Groups, pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates. In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates with respect to such Certificate Group, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Groups pro rata, on the basis of the aggregate Class Certificate Balance of the related Senior Certificates, unless (a) the Aggregate Subordinated Percentage for such Distribution Date is at least two times the Aggregate Subordinated Percentage as of the Closing Date, (b) the aggregate Stated Principal Balance of all the Mortgage Loans in the Mortgage Pools delinquent 60 days or more (including for this purpose any Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%, and (c) the cumulative Realized Losses in the Mortgage Pools do not exceed (i) 20% of the Original Subordinated Principal Balance if such Distribution Date occurs between and including 200_ and 200_, and 30% of the Original Subordinated Principal Balance if such Distribution Date occurs on or after 200_. Except as provided otherwise in this Section 4.2(j), all distributions described above will be made in accordance with the priorities set forth in Section 4.2(a) through (e).

Priorities of Distribution. (a) On each Distribution Date, prior to making distributions to the holders of the Certificates, the Trustee first, shall pay itself the Trustee’s Fee for such Distribution Date and second, shall pay the Credit Risk Manager the Credit Risk Manager Fee for such Distribution Date. (b) With respect to the Available Funds, on each Distribution Date, the Trustee shall withdraw the such Available Funds for each Certificate Group from the applicable subaccount of the Distribution Certificate Account and based on the information provided to it by the Servicers, apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of such Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount for such date in the following order of priority: A. to the Holders of Class X-S Certificates, the aggregate Excess Servicing Fee for such Distribution Date; B. to the Class IIA-1A, Class A-1F1, Class A-1F2, Class A-2A, Class A-2F, Class A-R, Class A-RL and Class P Certificates, concurrently and pro rata, Current Interest and any Carryforward Interest, as applicable, for each such Class and such Distribution Date; C. to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; D. to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; E. to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; F. to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; G. to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; H. to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; I. to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; J. to the Class M-8 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; K. to the Class M-9 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; L. to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; M. on the Distribution Dates occurring in January 2006, February 2006 and March 2006, to the Depositor an amount equal to the amount received during the related Due Period which constitutes Subsequent Mortgage Loan Interest; and N. for application in the same manner as the Monthly Excess Cashflow for such Distribution Date as provided in clause (iv) of this Section 4.02(b), any Interest Remittance Amount remaining after application pursuant to clauses A. through M. above. (ii) On each Distribution Date (a) prior to the Stepdown Date or (b) 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. commencing on the Distribution Date in March 2011, to the Class P Certificates, until the Class Principal Balance of such class has been reduced to zero; B. first to the Class A-R Certificates any Available Funds remaining and Class A-RL Certificates, concurrently on a pro rata basis, based on their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero, and then sequentially as follows: (I) first, concurrently on a pro rata basis, as follows, (a) to the Class A-1A Certificates, until the Class Principal Balance thereof has been reduced to zero and (b) to the Class A-1F1 Certificates and the Class A-1F2 Certificates, with the total under this clause (ii)B.(I)(b) distributed sequentially to the Class A-1F1 Certificates and Class A-1F2 Certificates, in that order, in each case until the Class Principal Balance thereof has been reduced to zero, and (II) concurrently on a pro rata basis, to the Class A-2A Certificates and Class A-2F Certificates in each case until the Class Principal Balance thereof has been reduced to zero; C. to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; F. to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; G. to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; H. to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; I. to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; J. to the Class M-8 Certificates, until the Class Principal Balance of such Class has been reduced to zero; K. to the Class M-9 Certificates, until the Class Principal Balance of such Class has been reduced to zero; L. to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and M. for application in the same manner as the Monthly Excess Cashflow for such Distribution Date, as provided in clause (iv) of this Section 4.02(b), any Principal Payment Amount remaining after application pursuant to clauses A. through L. above. (iii) On each Distribution Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event has not occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: A. commencing on the Distribution Date in March 2011 or thereafter, to the Class P Certificates, until the Class Principal Balance of such Class has been reduced to zero; B. to the Class A-1A, Class A-1F1, Class A-1F2, Class A-2A and Class A-2F Certificates , the Senior Principal Payment Amount for such Distribution Date, allocated sequentially as follows: first (I) concurrently on a pro rata basis, as follows: (a) to the Class A-1A Certificates, until the Class Principal Balance thereof has been reduced to zero and (b) to the Class A-1F1 Certificates and the Class A-1F2 Certificates, with the total amount under this clause (iii)B.(I)(b) distributed sequentially to the Class A-1F1 Certificates and Class A-1F2 Certificates, in that order, in each case until the Class Principal Balance thereof has been reduced to zero, and (II) concurrently on a pro rata basis, to the Class A-2A Certificates and Class A-2F Certificate in each case until the Class Principal Balance thereof has been reduced to zero; C. to the Class M-1 Certificates, the Class M-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, the Class M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class M-3 Certificates, the Class M-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; F. to the Class M-4 Certificates, the Class M-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; G. to the Class M-5 Certificates, the Class M-5 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; H. to the Class M-6 Certificates, the Class M-6 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; I. to the Class M-7 Certificates, the Class M-7 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; J. to the Class M-8 Certificates, the Class M-8 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; K. to the Class M-9 Certificates, the Class M-9 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; L. to the Class B-1 Certificates, the Class B-1 Principal Payment Amount for such distribution date, until the Class Principal Balance of such class has been reduced to zero; and M. for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in clause (iv) of this Section 4.02(b), any Principal Payment Amount remaining after application pursuant to clauses A. through L. above. (iv) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: A. an amount equal to the aggregate Realized Losses on the Mortgage Loans incurred during the related REMIC Collection Period, such amount to be added to the Principal Payment Amount and distributed as set forth above in Section 4.02(b)(ii) and (iii) (any such amount, an “Excess Cashflow Loss Payment”); B. on the first Distribution Date, an amount equal to the Monthly Excess Cashflow for such Distribution Date remaining after application of all amounts described the distribution in clauses clause (iv)A. above to the Class X-1 Certificates; C. except for the first Distribution Date, until the Overcollateralization Amount equals the Targeted Overcollateralization Amount for such date, on each Distribution Date (I) (a) and prior to the Stepdown Date or (b) with respect to which a Trigger Event has occurred, to the extent of this Section 4.2Monthly Excess Interest for such Distribution Date, to fund any principal distributions to the Class A-1A, Class A-1F1, Class A-1F2, Class A-2A, Class A-2F, Class A-R, Class A-RL, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates required to be made on such Distribution Date set forth above in clause (ii) above, after giving effect to the distribution of the Principal Payment Amount for such Distribution Date, in accordance with the priorities set forth therein. (II) on each Distribution Date on or after the Stepdown Date and with respect to which a Trigger Event has not occurred, to fund any principal distributions to the Class A-1A, Class A-1F1, Class A-1F2, Class A-2A, Class A-2F, Class A-R, Class A-RL, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates required to be made on such Distribution Date set forth above in clause (iii) above, after giving effect to the distribution of the Principal Payment Amount for such Distribution Date, in accordance with the priorities set forth therein; D. to the Class M-1 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; E. to the Class M-2 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; F. to the Class M-3 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; G. to the Class M-4 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; H. to the Class M-5 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; I. to the Class M-6 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; J. to the Class M-7 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; K. to the Class M-8 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; L. to the Class M-9 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; M. to the Class B-1 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; N. to the Class A-1A, Class A-1F1, Class A-1F2, Class A-2A and Class A-2F Certificates, pro rata, any applicable Basis Risk Shortfall for each such Class, to the extent not paid from amounts in the Swap Account; O. to the Class M-1 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; P. to the Class M-2 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; Q. to the Class M-3 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; R. to the Class M-4 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; S. to the Class M-5 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; T. to the Class M-6 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; U. to the Class M-7 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account;

Priorities of Distribution. (a) On each Distribution Date, prior to making distributions to the holders of the Certificates, the Trustee first, shall pay itself the Trustee’s Fee for such Distribution Date and second, shall pay the Credit Risk Manager the Credit Risk Manager Fee for such Distribution Date. (b) With respect to the Available Funds, on each Distribution Date, the Trustee shall withdraw the such Available Funds for each Certificate Group from the applicable subaccount of the Distribution Certificate Account and based on the information provided to it by the Servicers, apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of such Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount for such date in the following order of priority: A. to the Holders of Class X-S Certificates, the aggregate Excess Servicing Fee for such Distribution Date; B. to the Class II-A-1, Class A-2, Class A-3, Class A-R Certificates and Class P Certificates, concurrently and pro rata, Current Interest and any Available Funds remaining Carryforward Interest, as applicable, for each such Class and such Distribution Date; C. to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; D. to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; E. to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; F. to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; G. to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; H. to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; I. to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; J. to the Class M-8 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; K. to the Class M-9 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; L. to the Class M-10 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; M. to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; N. to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; O. on the Distribution Dates occurring in July 2006, August 2006 and September 2006, to the Depositor an amount equal to the amount received during the related Due Period which constitutes Subsequent Mortgage Loan Interest; and P. for application in the related REMIC same manner as the Monthly Excess Cashflow for such Distribution Date as provided in clause (iv) of this Section 4.02(b), any Interest Remittance Amount remaining after application of all amounts described in pursuant to clauses A. through O. above. (ii) On each Distribution Date (a) prior to the Stepdown Date or (b) 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. commencing on the Distribution Date in September 2011, to the Class P Certificates, until the Class Principal Balance of such class has been reduced to zero; B. first to the Class A-R Certificates, until the Class Principal Balance thereof has been reduced to zero, and then sequentially as follows: (I) first, to the Class A-1 Certificates, until the Class Principal Balance thereof has been reduced to zero, (II) second, to the Class A-2 Certificates, until the Class Principal Balance thereof has been reduced to zero and (III) third, to the Class A-3 Certificates, until the Class Principal Balance thereof has been reduced to zero; C. to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; F. to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; G. to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; H. to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; I. to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; J. to the Class M-8 Certificates, until the Class Principal Balance of such Class has been reduced to zero; K. to the Class M-9 Certificates, until the Class Principal Balance of such Class has been reduced to zero; L. to the Class M-10 Certificates, until the Class Principal Balance of such Class has been reduced to zero; M. to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; N. to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and O. for application in the same manner as the Monthly Excess Cashflow for such Distribution Date, as provided in clause (iv) of this Section 4.02(b), any Principal Payment Amount remaining after application pursuant to clauses A. through N. above. (iii) On each Distribution Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event has not occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: A. commencing on the Distribution Date in September 2011 or thereafter, to the Class P Certificates, until the Class Principal Balance of such Class has been reduced to zero; B. to the Class A-1, Class A-2 and Class A-3 Certificates, the Senior Principal Payment Amount for such Distribution Date, allocated sequentially as follows: (I) first, to the Class A-1 Certificates, until the Class Principal Balance thereof has been reduced to zero, (II) second, to the Class A-2 Certificates, until the Class Principal Balance thereof has been reduced to zero and (III) third, to the Class A-3 Certificates, until the Class Principal Balance thereof has been reduced to zero; C. to the Class M-1 Certificates, the Class M-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, the Class M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class M-3 Certificates, the Class M-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; F. to the Class M-4 Certificates, the Class M-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; G. to the Class M-5 Certificates, the Class M-5 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; H. to the Class M-6 Certificates, the Class M-6 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; I. to the Class M-7 Certificates, the Class M-7 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; J. to the Class M-8 Certificates, the Class M-8 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; K. to the Class M-9 Certificates, the Class M-9 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; L. to the Class M-10 Certificates, the Class M-10 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; M. to the Class B-1 Certificates, the Class B-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; N. to the Class B-2 Certificates, the Class B-2 Principal Payment Amount for such distribution date, until the Class Principal Balance of such class has been reduced to zero; and O. for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in clause (iv) of this Section 4.24.02(b), any Principal Payment Amount remaining after application pursuant to clauses A. through N. above. (iv) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: A. an amount equal to the aggregate Realized Losses on the Mortgage Loans incurred during the related Collection Period, such amount to be added to the Principal Payment Amount and distributed as set forth above in Section 4.02(b)(ii) and (iii) (any such amount, an “Excess Cashflow Loss Payment”); B. on the first Distribution Date, an amount equal to the Monthly Excess Cashflow for such Distribution Date remaining after the distribution in clause (iv)A. above to the Class X-1 Certificates; C. except for the first Distribution Date, until the Overcollateralization Amount equals the Targeted Overcollateralization Amount for such date, on each Distribution Date (I) (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event has occurred, to the extent of Monthly Excess Interest for such Distribution Date, to fund any principal distributions to the Class A-1, Class A-2, Class A-3, Class A-R, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class B-1 and Class B-2 Certificates required to be made on such Distribution Date set forth above in clause (ii) above, after giving effect to the distribution of the Principal Payment Amount for such Distribution Date, in accordance with the priorities set forth therein. (II) on each Distribution Date on or after the Stepdown Date and with respect to which a Trigger Event has not occurred, to fund any principal distributions to the Class A-1, Class A-2, Class A-3, Class A-R, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class B-1 and Class B-2 Certificates required to be made on such Distribution Date set forth above in clause (iii) above, after giving effect to the distribution of the Principal Payment Amount for such Distribution Date, in accordance with the priorities set forth therein; D. to the Class M-1 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; E. to the Class M-2 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; F. to the Class M-3 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; G. to the Class M-4 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; H. to the Class M-5 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; I. to the Class M-6 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; J. to the Class M-7 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; K. to the Class M-8 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; L. to the Class M-9 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; M. to the Class M-10 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; N. to the Class B-1 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; O. to the Class B-2 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Swap Account; P. to the Class A-1, Class A-2 and Class A-3 Certificates, pro rata, any applicable Basis Risk Shortfall for each such Class, to the extent not paid from amounts in the Swap Account; Q. to the Class M-1 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; R. to the Class M-2 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; S. to the Class M-3 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; T. to the Class M-4 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; U. to the Class M-5 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; V. to the Class M-6 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; W. to the Class M-7 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; X. to the Class M-8 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; Y. to the Class M-9 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; Z. to the Class M-10 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; AA. to the Class B-1 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; BB. to the Class B-2 Certificates, any applicable Basis Risk Shortfall for such Class, to the extent not paid from amounts in the Swap Account; CC. to the Counterparty, the amount of any Swap Termination Payment resulting from a Counterparty Trigger Event and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee not previously paid; DD. from amounts otherwise distributable to the Class X-1 Certificates, to the Basis Risk Reserve Fund, the Required Reserve Fund Deposit; EE. to the Class X-1 Certificates, (a) the Class X-1 Distribution Amount for such Distribution Date reduced by amounts distributed pursuant to clause O. of 4.02(b)(i) for such Distribution Date, (b) the amount of any Overcollateralization Release Amount for such Distribution Date, (c) any amounts withdrawn from the Basis Risk Reserve Fund for distribution to such Class X-1 Certificates pursuant to Section 3.23(b) and (d) for any Distribution Date on or after which the aggregate Class Principal Balance of the Regular Certificates has been reduced to zero, the Overcollateralization Amount; and FF. to the Class A-R Certificate, any remaining amount; provided, however that any amount that would be distributable pursuant to this priority FF. shall not be paid with respect to the Class A-

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon (or added to the balance thereof) provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this priority first but will instead be added to the Class Certificate Balance thereof and distributed in accordance with the priorities described below in subsection (c); (ii) to the Classes classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; provided, however, that on each Distribution Date through the Accretion Termination Date, such amounts with respect to the Accrual Certificates will not be distributed to such Certificates under this priority second but will instead be added to the Class Certificate Balance thereof, to the extent not previously added pursuant to priority first above, and distributed in accordance with the priorities described below in subsection (c); (iii) (1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b), (c), (d) and (e), as applicable, until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Group I Senior Certificates, from the Available Funds for Pool I, to the Class I-A-PO Certificates, and concurrently with the Group II Senior Certificates, from the available Funds for Pool II, to the Class II-A-PO Certificates, the applicable Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vvi) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (vivii) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiviii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; (viiiix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(j), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' ’ Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to clause (1) of Section 4.2(a)(iii) above will be distributed sequentially, in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and; (ii) concurrently, as follows: (A) 51.▇▇▇▇▇▇▇▇▇▇% of the remaining Senior Optional Principal Amount for Pool I for such Distribution Date, sequentially, in the following order: (i) concurrently, to the Class I-A-5, Class I-A-7 and Class I-A-11 Certificates, pro rata, in an amount up to the NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (ii) to the Class III-A-3 Certificates, sequentially, in the following order: (a) beginning on the Distribution Date in March 2007, the lesser of the following until the Class Certificate Balance of the Class I-A-3 Certificates is reduced to zero; • an amount equal to 0.8318239606% of the initial Class Certificate Balance of the Class I-A-3 Certificates; and • 99.5% of the total Senior Optimal Principal Amount for Pool I available for distribution in this clause (b)(ii)(A)(ii)(a); and (b) beginning on the Distribution Date in April 2010, the lesser of the following until the Class Certificate Balance of the Class I-A-3 Certificates is reduced to zero; • an amount equal to 1.155310305% of the initial Class Certificate Balance of the Class I-A-3 Certificates; and • 99.5% of the total Senior Optimal Principal Amount for Pool I available for distribution in this clause (b)(ii)(A)(ii)(b); and (iii) concurrently, to the Class I-A-1 and Class I-A-6 certificates, pro rata, the lesser of: (a) 99.5% of the remaining related Senior Optimal Principal Amount for Pool I available for distribution in this clause (b)(ii)(A)(iii); and (b) the following: • beginning on the Distribution Date in March 2006 and up to and including the Distribution Date in August 2006, an amount equal to 1.4769372637% of the aggregate initial Class Certificate Balance of the Class I-A-1 and Class I-A-6 Certificates; • beginning on the Distribution Date in September 2006 and up to and including the Distribution Date in February 2007, an amount equal to 2.▇▇▇▇▇▇▇▇▇▇% of the aggregate initial Class Certificate Balance of the Class I-A-1 and Class I-A-6 Certificates; • beginning on the Distribution Date in March 2007 and up to and including the Distribution Date in August 2007, an amount equal to 1.6147849876% of the aggregate initial Class Certificate Balance of the Class I-A-1 and Class I-A-6 Certificates; and • beginning on the Distribution Date in September 2007 and up to and including the Distribution Date in April 2036, an amount equal to 1.3784749331% of the aggregate initial principal amount of the Class I-A-1 and Class I-A-6 Certificates; and (iv) to the Class I-A-4, until the Class Certificate Balance thereof has been reduced to zero; (v) concurrently, to the Class I-A-1 and Class I-A-6 Certificates, pro rata, until the Class Certificate Balances thereof have each been reduced to zero; (vi) to the Class I-A-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (vii) concurrently, to the Class I-A-5, Class I-A-7 and Class I-A-11 Certificates, pro rata, without regard to the NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; and (B) 24.4029077736% of the remaining Senior Optimal Principal Amount for Pool I for such distribution date, sequentially in the following order of priority: (i) the Class I-A-10 Payment Amount to the Class I-A-10 Certificates, until the Class Certificate Balance thereof is reduced to zero; (ii) to the Class I-A-8 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (iii) to the Class I-A-10 Certificates, without regard to the Class I-A-10 Payment Amount, until the Class Certificate Balance thereof has been reduced to zero; and (C) 24.4029077736% of the remaining Senior Optimal Principal Amount for Pool I for such Distribution Date, to the Class I-A-12 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date prior to the Accretion Termination Date for the Class I-A-4 Certificates, an amount equal to the Accrual Amount for the Class I-A-4 Certificates on such date will be distributed (prior to giving effect to the distributions above) concurrently to the Class I-A-1 and Class I-A-6 Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero. (d) On each Distribution Date on or after the Cross-over Date, distributions of principal on the outstanding Senior Certificates relating to Pool I (other than the Class I-A-PO Certificates) will be made, pro rata, among all such Senior Certificates (other than the Notional Amount Certificates), regardless of the allocation, or sequential nature, of principal payments described above. (e) Notwithstanding clause (d) above, on each Distribution Date after the Cross-over Date, any principal that would otherwise be allocated to the Class I-A-5 and Class I-A-11 Certificates will instead be allocated sequentially to the Class I-A-5 and Class I-A-11 Certificates, in that order, until the Class Certificate Balance of each is reduced to zero. In addition, on each Distribution Date on or after the Cross-over Date, any principal that would otherwise be allocated to the Class I-A-6 and Class I-A-7 Certificates will instead be allocated sequentially to the Class I-A-6 and Class I-A-7 Certificates, in that order, until the Class Certificate Balance of each is reduced to zero. (f) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest, RM Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and through (be) of this Section 4.2. Any distributions pursuant to this subsection (f) shall not reduce the Class Certificate Balances of the Class I-A-R Certificates. (g) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates(other than the Principal Only Certificates), pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Sections 4.2(a) through (e) above. (h) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (v) through (x) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class’ remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a)(iii). (i) In the event that in any calendar month the Master Servicer recovers an amount, net of reimbursable expenses (an “Unanticipated Recovery”), in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee shall withdraw the Unanticipated Recovery from the Distribution Account and sequentially increase, in order of payment priority, the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated by the amount of such Unanticipated Recovery, but not to exceed the amount of Realized Losses previously allocated to such Class pursuant to Section 4.4, and shall distribute the amount of such Unanticipated Recovery to each such Class of Certificates in the order of payment priority described in Section 4.2(a) of this Agreement. Holders of any Class of Certificates for which the Class Certificate Balance has been increased by the amount of any Unanticipated Recovery will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of any such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (i). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a)(iii). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be (i) with respect to the Principal Only Certificates, based on the applicable PO Percentage of the principal portion of the Realized Loss previously allocated thereto with respect to such Mortgage Loan (o

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupCertificates, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate GroupCertificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage PoolFunds; (iii) to the Classes of Senior Certificates of the related Certificate Groupentitled to principal distributions, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, and in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently to the Class II-A-1 and Class A-2 Certificates, pro rata, until the their respective Class Certificate Balance thereof has Balances have been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related any REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii1) to the Classes of Senior Certificates of the related Certificate GroupGroup entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) and (c), as applicable, until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Group I Senior Certificates, from the Available Funds for Pool I, to the Class I-A-PO Certificates, and concurrently with the Group II Senior Certificates, from the available Funds for Pool II, to the Class II-A-PO Certificates, the applicable Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Class PO Certificates, the applicable Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this Section 4.2(a)(iv) shall not exceed the related Subordinated Optimal Principal Amount for the Mortgage Pools for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date;: (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each the Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed sequentially, in the following order of priority: (i) to the Class III-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (ii) concurrently, to the Class I-A-1, Class I-A-2 and Class I-A-4 Certificates, pro rata, until their respective Class Certificate Balances have been reduced to zero; and (iii) to the Class I-A-6 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and through (bd) of this Section 4.24.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw make the Available following distributions from the Distribution Account, net of the Trustee Fee and Trustee’s expenses, of an amount equal to the Interest Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remainingpriority: (i) from the Interest Funds for each Group, to the Classes related Senior Certificates, the Current Interest and any Interest Carry Forward Amount for the such Certificates; provided, however, that any shortfall in available amounts in respect of Group I shall be applied, pro rata, among the Senior Certificates of the related Certificate such Group, the Accrued Certificate Interest on each such Class for such Distribution Date; (ii) pro rata on the basis of unpaid interest due thereon, to the Classes of Senior Certificates of the related Certificate unrelated to such Group, any Accrued Certificate unpaid interest due thereon (after the application of Interest thereon remaining undistributed from previous Distribution Dates, Funds pursuant to the extent of remaining Available Funds from the related Mortgage Pool;(i) above for such unrelated Group); and (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of any remaining Available Funds amounts from the related Mortgage PoolInterest Funds for Group I, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in and Group III shall be combined and distributed pursuant to Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv4.1(b) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Datehereof. (b) Amounts allocated to On each Distribution Date, the Group II Senior Certificates Trustee shall apply all amounts remaining pursuant to Section 4.2(a)(iii4.1(a)(iii) above will be distributed in the following order of priority: (i) to the Class M-1 Certificates, the Current Interest thereon; (ii) to the Class M-2 Certificates, Current Interest thereon; (iii) to the Class M-3 Certificates, Current Interest thereon; (iv) to the Class M-4 Certificates, Current Interest thereon; (v) to the Class M-5 Certificates, Current Interest thereon; (vi) to the Class M-6 Certificates, Current Interest thereon; and (vii) any remaining amounts pursuant to Section 4.1(g) hereof. (c) On each Distribution Date, the Trustee shall make the following distributions from the Distribution Account of an amount equal to the Principal Distribution Amount for each Group as follows: (i) From the Principal Distribution Amount for Group I, an amount up to the Senior Principal Distribution Amount for such Group shall be distributed as follows: (x) the Priority Principal Distribution Amount to the Class AF 6 Certificates until the Class Certificate Balance thereof has been reduced to zero, and (y) the balance of such remaining Senior Principal Distribution Amount sequentially to the Class AF 1, Class AF 2, Class AF 3, Class AF 4, Class AF 5 and Class AF-6 Certificates, in that order, so that no such distribution pursuant to this clause (y) will be made to any such Class until the Certificate Principal Balances of all such Class AF Certificates with a lower numeral designation shall have been reduced to zero; provided, however, that, on any Distribution Date on or after the Credit Support Depletion Date, the Senior Principal Distribution Amount for Group I will be distributed pro rata and not sequentially to the Group I Class A Certificates; (ii) From the Principal Distribution Amount for Group II-A-R , an amount up to the Senior Principal Distribution Amount for such Group shall be distributed to the Class AV-1 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iii) From the Principal Distribution Amount for Group III, an amount up to the Senior Principal Distribution Amount for such Group shall be distributed to the Class AV 2 Certificates until the Class Certificate Balance thereof has been reduced to zero; and (iv) Any Senior Principal Distribution Amount for a Group of Senior Certificates remaining after application of amounts described above, will be applied pro rata to the other Groups of Senior Certificates based on any related shortfall in amounts due pursuant to the subparagraphs above, until the Class Certificate Balances thereof have been reduced to zero; provided, however, that any such amounts distributable to the classes of Group I Certificates will be applied in accordance with the first subparagraph of this subsection. (d) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount for all Groups remaining after distributions pursuant to Section 4.1(c) in the following order of priority: (i) pro rata, to each Group of Senior Certificates, to the extent that the full Senior Principal Distribution Amount for such Group for such date was not distributed to such certificates on such date, until the Class Certificate Balances thereof have been reduced to zero; provided, however, that any such amounts distributable to the classes of Group I Certificates will be applied in accordance with clause (c)(i) above; (ii) to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (iii) to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class M-3 Certificates, the Class M-3 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (v) to the Class M-4 Certificates, the Class M-4 Principal Distribution Amount, until the Class Certificate Balances thereof have been reduced to zero; (vi) to the Class M-5 Certificates, the Class M-5 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; and (iivii) to the Class II-A-1 M-6 Certificates, the Class M-6 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero. (ce) On Notwithstanding Section 4.1(c) and (d) hereof, before the Stepdown Date or if a Trigger Event is in effect on any Distribution Date each Principal Distribution Date, Amount shall be distributed in the Trustee shall distribute following order of priority: (i) to the Holders related Classes of Senior Certificates (in the case of Group I, in the manner described in Section 4.1(c)) until the Certificate Principal Balance of such Class A Certificates has been reduced to zero; (ii) pro rata, to the classes of Senior Certificates not related to such Group until the Class Certificate Balances thereof have been reduced to zero; provided, however, that any such amounts distributable to the Classes of Group I Certificates will be applied in the manner described in Section 4.1(c); (iii) to the Class M-1 Certificates until the Class Certificate Balance of the Class II-A-R M-1 Certificates any Available Funds remaining in has been reduced to zero; (iv) to the related REMIC for such Distribution Date after application Class M-2 Certificates until the Class Certificate Balance of all amounts described in clauses the Class M-2 Certificates has been reduced to zero; (av) and to the Class M-3 Certificates until the Class Certificate Balance of the Class M-3 Certificates has been reduced to zero; (bvi) to the Class M-4 Certificates, until the Class Certificate Balance of this Section 4.2the Class M-4 Certificates has been reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts being allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii1) to the Classes of Senior Certificates entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates, from the Available Funds, to the Principal Only Certificates, the Class PO Principal Distribution Amount for such Distribution Date; (iv) to the Principal Only Certificates, the Class PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this subsection shall not exceed the Subordinated Optimal Principal Amount for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Principal Only Certificates and (3) no distribution will be made in respect of the Class PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii4.2(a)(iii)(1) above will be distributed in the following order of priority: (1) concurrently, to the Class A-1 and Class A-2 Certificates, pro rata, in an amount up to the NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (2) concurrently, as follows: (A) 85.0989078597% of the remaining Senior Optimal Principal Amount for such Distribution Date, in the following order of priority; (i) to the Class IIA-R, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9 and Class A-10 Certificates, concurrently as follows: (1) 2.4161211113% of the remaining Senior Optimal Principal Amount for such Distribution Date, sequentially to the Class A-R and Class A-3 Certificates, in that order, until the respective Class Certificate Balance Balances thereof has have each been reduced to zero; and (ii) to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2;

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates entitled to distributions of the related Certificate Groupinterest, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from Funds, any shortfall in available amounts being allocated among such Classes in proportion to the related Mortgage Poolamount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii1) to the Classes of Senior Certificates entitled to distributions of principal, other than the Principal Only Certificates, in reduction of the related Class Certificate GroupBalances thereof, to the extent of remaining Available Funds from the related Mortgage PoolFunds, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero, and (2) concurrently with the Senior Certificates, from the Available Funds, to the Principal Only Certificates, the Class A-PO Principal Distribution Amount for such Distribution Date until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class A-PO Certificates, the Class A-PO Deferred Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; provided that, (1) on any Distribution Date, distributions pursuant to this subsection shall not exceed the Subordinated Optimal Principal Amount for such Distribution Date, (2) such distributions shall not reduce the Class Certificate Balances of the Principal Only Certificates and (3) no distribution will be made in respect of the Class A-PO Deferred Amount after the Cross-over Date; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g)Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-4 Certificates, to the extent of remaining Available Funds, in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage PoolsFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage PoolFunds, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii4.2(a)(iii)(1) above will be distributed sequentially, in the following order of priority: (i) to the Class II-A-R Certificates, until the Class Certificate Balance thereof has been reduced to zero; and; (ii) to the Class II-A-1 Certificates, in an amount up to $100 for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero (iii) concurrently, to the Class A-4A and Class A-4B Certificates, pro rata, in an amount up to the NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (iv) to the Class A-5 Certificates, in an amount up to $1,345,198 for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; (v) sequentially, to the Class A-1, Class A-5 and Class A-3 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; and (vi) concurrently, to the Class A-4A and Class A-4B Certificates, pro rata, without regard to the NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class II-A-R Certificates representing the RL Interest and RU Interest, any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.24.

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 Supplemental Interest Trust to the Swap Provider shall 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 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 for such Distribution Date. The Trustee shall withdraw then make the disbursements and transfers from Available Funds for each and from payments made by the Certificate Group from Insurer under the applicable subaccount of Policy then on deposit in the Distribution Account (but, with regards to payments made under the Policy, only for distributions made under Sections (B) and apply such funds to distributions on the Certificates of the related Certificate Group (C) herein) in the following order amounts and priority andorder, in each case, case to the extent of Available Funds remaining: (iA) to the Classes Certificate Insurer, the amount owing to the Certificate Insurer under the Insurance Agreement for the Premium; (B) concurrently to each class of Senior Certificates of the related Certificate GroupOffered Certificates, the Accrued Certificate Interest on Distribution Amount and any Unpaid Interest Amount for each such Class and such Distribution Date, pro rata, based on their respective entitlements; (C) to the Class A Certificates the Principal Distribution Amount for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective its Class Certificate Balances thereof have Balance has been reduced to zero; (ivD) to the Certificate Insurer, the amount owing to the Certificate Insurer under the Insurance Agreement for reimbursement for prior claims paid under the Policy and any other amounts owing to the Certificate Insurer under the Insurance Agreement, to the extent not paid pursuant to clause (A) above. (E) to the Class B-1 CertificatesA Certificates in reduction of the Class Certificate Balance thereof, until its Class Certificate Balance has been reduced to zero; (F) to the extent Excess Reserve Fund Account, the amount of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon any Net WAC Carry Forward Amounts for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution DateDate to be distributed to the Class A Certificates; (vG) to the Class B-2 CertificatesSwap Provider, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed Swap Termination Payment resulting from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Datea Swap Provider Trigger Event; (viH) to the Holders of the Class B-3 C Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1a) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates Class C Distributable Amount and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) to on any Distribution Date on which the Class II-A-R Certificate Balance of the Class A Certificates has been reduced to zero, any remaining amounts in reduction of the Class Certificate Balance of the Class C Certificates, until the Class Certificate Balance thereof has been reduced to zero; and; (iiI) if such Distribution Date follows the Prepayment Period during which occurs the latest date on which a Prepayment Charge may be required to be paid in respect of any Mortgage Loans, to the Holders of the Class II-A-1 P Certificates, in reduction of the Class Certificate Balance thereof, until the Class Certificate Balance thereof has been is reduced to zero.; and (cJ) to the Holders of the Class R Certificates (in respect of the Class R-I Interest), the remaining amount. On each Distribution Date, the Supplemental Interest Trust Trustee shall distribute make the distributions required under Section 4.05(c). On each Distribution Date, an amount equal to all Prepayment Charges received during the related Prepayment Period together with the amounts paid in respect thereof pursuant to Section 3.21 shall be distributed to the Holders of the Class II-P Certificates. The distribution of the foregoing amounts to the Holders of the Class P Certificates shall not reduce the Class Certificate Balance thereof. It is the intention of all of the parties hereto that the Class C Certificates receive all principal and interest received by the Trust on the Mortgage Loans that is not otherwise distributable to the Class A Certificates or the Certificate Insurer, or with respect to interest, the Class A-IO Certificates, and that the Class R Certificates are to receive no principal and interest. If the Trustee determines that the Class R Certificates are entitled to any Available Funds remaining distributions, the Trustee, prior to any such distribution to the Class R Certificates, shall notify the Depositor of such impending distribution but shall make such distribution in accordance with the terms of this Agreement until this Agreement is amended as specified in the related REMIC for following sentence. Upon such Distribution Date after application notification, the Depositor will request an amendment to this Pooling and Servicing Agreement to revise such mistake in the distribution provisions. The Class R Certificateholders, by acceptance of all amounts described their Certificates, and the Servicer, hereby agrees to any such amendment and no further consent shall be necessary, notwithstanding anything to the contrary in clauses (a) and (b) Section 10.01 of this Pooling and Servicing Agreement; provided, however, that such amendment shall otherwise comply with Section 4.210.01 hereof.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group and to MBIA in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii) to the Classes of Senior Certificates of the related Certificate Group, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section Sections 4.2(b) and (c), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to MBIA, any reimbursement amounts due to MBIA under the Insurance Agreement; (v) to the Class B-1 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date;: (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (ix) to the Class B-5 Certificates, to the extent of remaining Available Funds for both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(h), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ixx) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) 4.2(h), in the following order: : (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. To the extent that the amounts available for distribution for such Distribution Date are insufficient so as to require an MBIA Insurance Payment with respect to the Insured Retail Certificates, the Trustee shall (A) in the case of such MBIA Insurance Payments relating to Net Interest Shortfalls (other than any interest shortfalls resulting from Relief Act Reductions and Net Prepayment Interest Shortfalls), first, make a Reserve Fund Withdrawal in accordance with Section 4.7 and then, to the extent required, make a claim under the MBIA Policy in accordance with Section 10.1 and (B) in the case of all other MBIA Insurance Payments, make a claim under the MBIA Policy in accordance with Section 10.1. Any amounts received by the Trustee with respect to a Reserve Account Withdrawal and from MBIA with respect to a claim on the MBIA Policy, shall be paid to the Insured Retail Certificates pursuant to this Section. (b) Amounts allocated to the Group II I Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed in the following order of priority: (i) concurrently, to the Class III-A-R RU and Class I-A-RL Certificates, pro rata, until their respective Class Certificate Balances have each been reduced to zero; (ii) concurrently, to the Class I-A-4 and Class I-A-5 Certificates, pro rata, in an amount up to their NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (iii) to the Class I-A-3 Certificates, on each Distribution Date commencing after the Distribution Date in April 2007, an amount up to approximately $16,000 on such Distribution Date, until their Class Certificate Balance thereof has been reduced to zero; (iv) sequentially, to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, in that order, until their respective Class Certificate Balances have each been reduced to zero; and (iiv) concurrently, to the Class I-A-4 and Class I-A-5 Certificates, pro rata, without regard to their NAS Principal Distribution Amount for such Distribution Date, until their respective Class Certificate Balances have each been reduced to zero; (c) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero. (cd) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R RU and Class I-A-RL Certificates any Available Funds remaining in the related REMIC created hereunder for such Distribution Date after application of all amounts described in clauses (a), (b) and (c) of this Section 4.2 and the reimbursement of amounts due to MBIA as the insurer of the Insured Retail Certificates are paid to MBIA on such Distribution Date. Any distributions pursuant to this subsection (d) shall not reduce the respective Class Certificate Balances of the Class I-A-RU and Class I-A-RL Certificates. (e) On and after the Cross-Over Date, the amount distributable to the Senior Certificates of the related Certificate Group pursuant to Section 4.2(a)(iii) for the related Distribution Date shall be allocated among the related Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (f) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class or Classes of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (v) through (x) of Section 4.2(a) have been distributed, such amounts, to the extent of such Class' remaining Allocable Share, shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates on a pro rata basis, subject to the priority of payments described in Section 4.2(a). (g) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month, the Trustee, subject to MBIA's subrogation rights, shall withdraw from the Distribution Account and sequentially increase the Class Certificate Balance of each Class of Certificates to which such Realized Losses were previously allocated, in the order of payment priority described in this Agreement, by the amount of Unscheduled Recoveries in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (g). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute such Unanticipated Recoveries in accordance with the priorities set forth in Section 4.2(a). For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (h) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Sections 4.2(b) and (c), until the total Class Certificate Balance of such Senior Certificates equals the Pool Principal Balance of the related Mortgage Pool, and then to MBIA any reimbursement amounts due MBIA (such distribution, an "Undercollateralization Distribution"). If the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the other Mortgage Pool remaining after all required amounts for that Distribution Date have been distributed to the Senior Certificates of the other Certificate Group and to MBIA with respect to the Group I Senior Certificates. In addition, the amount of any unpaid Net Interest Shortfalls with respect to an Undercollateralized Group on any Distribution Date (including any Net Interest Shortfalls for the related Distribution Date) will be distributed to the Senior Certificates of the Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). In addition, if on any Distribution Date the total Class Certificate Balance of the Senior Certificates of a Certificate Group (after giving effect to distributions to be made on that Distribution Date) has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the Subordinated Certificates, in reverse order of priority, will instead be distributed as principal to the Senior Certificates of the other Certificate Group, and then to MBIA any reimbursement amounts due MBIA unless (a) the weighted average of the Subordinated Percentages for both Mortgage Pools, weighted on the basis of the Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool, is at least two times the weighted average of the initial Subordinate Percentage for both Mortgage Pools (calculated on such basis) and (b) the aggregate Stated Principal Balance of all of the Mortgage Loans in both Mortgage Pools delinquent 60 days or more (including for this Section 4.2purpose any such Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund), averaged over the preceding six month period, as a percentage of the then current aggregate Class Certificate Balance of the Subordinated Certificates, is less than 50%. All distributions described above will be made in accordance with the priorities set forth in Sections 4.2(b) and (c) and to MBIA any reimbursement amounts due to MBIA.

Priorities of Distribution. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds for each Certificate Group from the applicable subaccount of the Distribution Account and apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate Group, the Accrued Certificate Interest on each such Class for such Distribution Date, any shortfall in available amounts being allocated among such Classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool, any shortfall in available amounts being allocated among such Classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each such Class for such Distribution Date; (iii1) to the Classes of Senior Certificates of the related Certificate Group, in reduction of the Class Certificate Balances thereof, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Amount for such Distribution Date and, in the case of the Group II Senior CertificatesDate, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Principal Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the both Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each both Mortgage PoolPools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates corresponding to Pool I pursuant to the priority described above in Section 4.2(a)(iii) above will be distributed in the following order of priority:. (i) to the Class III-AA-1 Certificates, in an amount equal to the Class I-R CertificatesA-1 Principal Distribution Amount for such Distribution Date, until the Class Certificate Balance thereof has been reduced to zero; and (ii) to the Class I-A-R, Class I-A-2, Class I-A-3, Class I-A-4 and Class I-A-1 Certificates sequentially, in that order, until their respective Class Certificate Balances have been reduced to zero. Amounts allocated to the Senior Certificates corresponding to Pool II pursuant to Section 4.2(a)(iii) above will be distributed to the Class II-A-1 Certificates, until the their Class Certificate Principal Balance thereof has been reduced to zero. (c) On each Distribution Date, the Trustee shall distribute to the Holders of the Class III-A-R Certificates any Available Funds remaining in the related REMIC for such Distribution Date after application of all amounts described in clauses (a) and (b) of this Section 4.2 on such Distribution Date. (d) If on any Distribution Date the Class Certificate Balances of the Subordinated Certificates have each been reduced to zero, the amount distributable for Pool I to the Senior Certificates of a related Certificate Group pursuant to Section 4.2(a)(iii) for such Distribution Date and each succeeding Distribution Date shall be allocated among such Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.2. (e) If on any Distribution Date (i) the Class Certificate Balance of any Class of Subordinated Certificates (other than the Class of Subordinated Certificates with the highest priority of distribution) for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable to such Class of Subordinated Certificates pursuant to clauses (2), (3) and (5) of the applicable Subordinated Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (ix) of Section 4.2(a) have been distributed, such amounts shall be distributed on such Distribution Date to the remaining Classes of Subordinated Certificates in order of priority, such that no such distribution shall be made to any Class of Certificates while a prior such Class is outstanding. (f) In the event that in any calendar month the Master Servicer recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.4, on the Distribution Date in the next succeeding calendar month the Trustee, shall withdraw from the Distribution Account and distribute to the Holders of each outstanding Class to which such Realized Loss had previously been allocated its share (determined as described in the succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Balance of a Class of Certificates has been reduced to zero, the Holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute to the Holders of all outstanding Classes of the related Certificates to which Realized Losses had previously been allocated and not reimbursed their pro rata share (determined as described below) of such excess in an amount not to exceed the aggregate amount of any Realized Loss previously allocated to such Class with respect to any other Mortgage Loan that has not been recovered in accordance with this subsection (f). Any distributions made pursuant to this subsection (f) shall not reduce the Class Certificate Balance of the related Certificate. For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be based on its pro rata share (in proportion to the Class Certificate Balances thereof with respect to such Distribution Date) of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans). (g) On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (other than amounts necessary to pay Net Interest Shortfalls) (or, following the Cross-over Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Section 4.2(a)(iii), until the total Class Certificate Balance of such Senior Certificates equals the Pool Principal Balance of the related Mortgage Pool (such distribution, an "Undercollateralization Distribution"). In the event that the Senior Certificates of a Certificate Group constitute an Undercollateralized Group on any Distribution Date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the Mortgage Pool not related to an Undercollateralized Group remaining after all required amounts for that distribution date have been distributed to the Senior Certificates of such other Certificate Group. In addition, the amount of any Net Interest Shortfalls with respect to any Undercollateralized Group on any Distribution Date (including any Net Interest Shortfalls for such Distribution Date) will be distributed to the Senior Certificates of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinated Certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence). If Senior Certificates of each Certificate Group are Undercollateralized Groups, the distributions described above will be made in proportion to the amount by which the aggregate Class Certificate Balance of the Senior Certificates of each such Certificate Group exceeds the Pool Principal Balance of the related Mortgage Pool. All distributions described above will be made in accordance with the priorities set forth in Section 4.2(a).

Priorities of Distribution. (a) On each Distribution Date, prior to making distributions to the holders of the Certificates, the Trustee first, shall pay itself the Trustee’s Fee for such Distribution Date and second, shall pay the Credit Risk Manager the Credit Risk Manager Fee for such Distribution Date. (b) With respect to the Available Funds, on each Distribution Date, the Trustee shall withdraw the such Available Funds for each Certificate Group from the applicable subaccount of the Distribution Certificate Account and based on the information provided to it by the Servicers, apply such funds to distributions on the Certificates of the related Certificate Group in the following order and priority and, in each case, to the extent of such Available Funds remaining: (i) to the Classes of Senior Certificates of the related Certificate GroupOn each Distribution Date, the Accrued Certificate Trustee shall distribute the Interest on each such Class for such Distribution Date; (ii) to the Classes of Senior Certificates of the related Certificate Group, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds from the related Mortgage Pool; (iii) to the Classes of Senior Certificates of the related Certificate Group, to the extent of remaining Available Funds from the related Mortgage Pool, the related Senior Optimal Principal Remittance Amount for such Distribution Date and, in the case of the Group II Senior Certificates, in the order of priority set forth below in Section 4.2(b), until the respective Class Certificate Balances thereof have been reduced to zero; (iv) to the Class B-1 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (v) to the Class B-2 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vi) to the Class B-3 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g), in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (vii) to the Class B-4 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; (viii) to the Class B-5 Certificates, to the extent of remaining Available Funds for the Mortgage Pools, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date; and (ix) to the Class B-6 Certificates, to the extent of remaining Available Funds for each Mortgage Pool, but subject to the prior payment of amounts described under Section 4.2(g) in the following order: (1) the Accrued Certificate Interest thereon for such Distribution Date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (3) such Class' Allocable Share for such Distribution Date. (b) Amounts allocated to the Group II Senior Certificates pursuant to Section 4.2(a)(iii) above will be distributed date in the following order of priority: (i) A. to the Class IIX-S Certificates, the aggregate Excess Servicing Fee for such Distribution Date; B. to the Class A-1, Class A-R R, Class A-RL and Class P Certificates, concurrently and pro rata, Current Interest and any Carryforward Interest, as applicable, for each such Class and such Distribution Date; C. to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; D. to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; E. to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; F. to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; G. to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; H. to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; I. to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; J. to the Class M-8 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; K. to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; L. to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; M. on the Distribution Dates occurring in August 2005, September 2005 and October 2005, to the Depositor an amount equal to the amount received during the related Due Period which constitutes Subsequent Mortgage Loan Interest; and N. for application in the same manner as the Monthly Excess Cashflow for such Distribution Date as provided in clause (iv) of this Section 4.02(b), any Interest Remittance Amount remaining after application pursuant to clauses A. through M. above. (ii) On each Distribution Date (a) prior to the Stepdown Date or (b) 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. commencing on the Distribution Date in November 2010, to the Class P Certificates, until the Class Certificate Principal Balance of such class has been reduced to zero; B. first to the Class A-R Certificates and Class A-RL Certificates, concurrently on a pro rata basis, based on their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero, and then to the Class A-1 Certificates, until the Class Principal Balance thereof has been reduced to zero; C. to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; F. to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; G. to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; H. to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; I. to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; J. to the Class M-8 Certificates, until the Class Principal Balance of such Class has been reduced to zero; K. to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; L. to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and M. for application in the same manner as the Monthly Excess Cashflow for such Distribution Date, as provided in clause (iiiv) of this Section 4.02(b), any Principal Payment Amount remaining after application pursuant to clauses A. through L. above. (iii) On each Distribution Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event has not occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: A. commencing on the Distribution Date in November 2010 or thereafter, to the Class II-A-1 P Certificates, until the Class Certificate Principal Balance of such Class has been reduced to zero; B. to the Class A-1 Certificates, the Senior Principal Payment Amount for such Distribution Date, until the Class Principal Balance thereof has been reduced to zero; C. to the Class M-1 Certificates, the Class M-1 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; D. to the Class M-2 Certificates, the Class M-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; E. to the Class M-3 Certificates, the Class M-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; F. to the Class M-4 Certificates, the Class M-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; G. to the Class M-5 Certificates, the Class M-5 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; H. to the Class M-6 Certificates, the Class M-6 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; I. to the Class M-7 Certificates, the Class M-7 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; J. to the Class M-8 Certificates, the Class M-8 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; K. to the Class B-1 Certificates, the Class B-1 Principal Payment Amount for such distribution date, until the Class Principal Balance of such class has been reduced to zero; L. to the Class B-2 Certificates, the Class B-2 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and M. for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in clause (iv) of this Section 4.02(b), any Principal Payment Amount remaining after application pursuant to clauses A. through L. above. (civ) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: A. an amount equal to the aggregate Realized Losses on the Mortgage Loans incurred during the related Collection Period, such amount to be added to the Principal Payment Amount and distributed as set forth above in Section 4.02(b)(ii) and (iii) (any such amount, an “Excess Cashflow Loss Payment”); B. on the first two Distribution Dates, an amount equal to the Monthly Excess Cashflow for such Distribution Date remaining after the distribution in clause (iv)A. above to the Class X-1 Certificates; C. except for the first two Distribution Dates, until the Overcollateralization Amount equals the Targeted Overcollateralization Amount for such date, on each Distribution Date (I) (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event has occurred, to the extent of Monthly Excess Interest for such Distribution Date, to fund any principal distributions to the Class A-1, Class A-R, Class A-RL, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class B-1 and Class B-2 Certificates required to be made on such Distribution Date set forth above in clause (ii) above, after giving effect to the distribution of the Principal Payment Amount for such Distribution Date, in accordance with the priorities set forth therein. (II) on each Distribution Date on or after the Stepdown Date and with respect to which a Trigger Event has not occurred, to fund any principal distributions to the Class A-1, Class A-R, Class A-RL, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class B-1 and Class B-2 Certificates required to be made on such Distribution Date set forth above in clause (iii) above, after giving effect to the distribution of the Principal Payment Amount for such Distribution Date, in accordance with the priorities set forth therein; D. to the Class M-1 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Reserve Account; E. to the Class M-2 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Reserve Account; F. to the Class M-3 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Reserve Account; G. to the Class M-4 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Reserve Account; H. to the Class M-5 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Reserve Account; I. to the Class M-6 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Reserve Account; J. to the Class M-7 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Reserve Account; K. to the Class M-8 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Reserve Account; L. to the Class B-1 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Reserve Account; M. to the Class B-2 Certificates, any Deferred Amount for such Class, with interest thereon at the Pass-Through Rate for such Class, to the extent not paid from amounts on deposit in the Reserve Account; N. to the Counterparty, the amount of any Swap Termination Payment resulting from a Counterparty Trigger Event not previously paid; O. to the Class X-1 Certificate, the Class X-1 Distributable Amount for such Distribution Date reduced by amounts distributed pursuant to clause O. of Section 4.02(b)(i) for such Distribution Date, the amount of any Overcollateralization Release Amount for such Distribution Date and, for any Distribution Date on or after which the aggregate Class Principal Balance of the Regular Certificates has been reduced to zero, the Overcollateralization Amount; and P. to the Class A-R Certificate or Class A-RL Certificate, as applicable, any remaining amount; provided, however that any amount that would be distributable pursuant to this priority O. shall not be paid with respect to the Class A-R Certificate or Class A-RL Certificates, as applicable, but shall be paid instead with respect to the Class X-1 Certificates pursuant to a contract that exists under this Agreement between the Class A-R Certificateholders or Class A-RL Certificateholders and the Class X-1 Certificateholders. Distributions pursuant to Section 4.02(b)(iv)A. and D. through M. on any Distribution Date will be made after giving effect to withdrawals from the Reserve Account on such date to pay Deferred Amounts. (v) On each Distribution Date, the Trustee shall distribute to the Holders Holder of the Class II-A-R Certificates any P Certificate, the aggregate of all Prepayment Charges collected during the preceding Prepayment Period. (vi) [reserved]. (vii) On each Distribution Date, following the foregoing distributions, an amount equal to the amount of Net Recoveries included in the Available Funds remaining in the related REMIC for such Distribution Date after application shall be applied to increase the Class Principal Balance of all amounts described the Class of Certificates with the Highest Priority up to the extent of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. An amount equal to the amount of any remaining Net Recoveries shall be applied to increase the Class Principal Balance of the Class of Certificates with the next Highest Priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05, and so on. Holders of such Certificates will not be entitled to any distribution in clauses (a) and (b) respect of this Section 4.2interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Class Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest.