Common use of Priority and Subordination of Distributions Clause in Contracts

Priority and Subordination of Distributions. (a) (1)(A) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R Certificates (in respect of the Class R-I Interest), as the case may be: (i) to Holders of REMIC I Regular Interest LT-AA, REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇, REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇, REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇, REMIC I Regular Interest LT-M1, REMIC I Regular Interest LT-B1, REMIC I Regular Interest LT-B2, REMIC I Regular Interest LT-B3, REMIC I Regular Interest LT-ZZ and REMIC I Regular Interest LT-P, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest LT-ZZ shall be reduced and deferred when the REMIC I Overcollateralized Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest LT-ZZ Maximum Interest Deferral Amount and such amount will be payable to the Holders of REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇, REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇, REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇, REMIC I Regular Interest LT-M1, REMIC I Regular Interest LT-B1, REMIC I Regular Interest LT-B2 and REMIC I Regular Interest LT-B3 in the same proportion as the Excess Subordinated Amount is allocated to the Corresponding Certificates; (ii) second, to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (a) to the Holders of REMIC I Regular Interest LT-AA and REMIC I Regular Interest LT-P, 98.00% of such remainder (other than amounts payable under clause (d) below), until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero, provided, however, that REMIC I Regular Interest LT-P shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Penalty as identified on the Schedule of Mortgage Loans or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC I Regular Interest L-TP, until $100 has been distributed pursuant to this clause; (b) to the Holders of REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇, REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇, REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇, REMIC I Regular Interest LT-M1, REMIC I Regular Interest LT-B1, REMIC I Regular Interest LT-B2, and REMIC I Regular Interest LT-B3, 1.00% of such remainder (other than amounts payable under clause (d) below), in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; (c) to the Holders of REMIC I Regular Interest LT-ZZ, 1.00% of such remainder (other than amounts payable under clause (d) below), until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (d) any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-I Interest); and On each Distribution Date, all amounts representing Prepayment Penalties in respect of the Mortgage Loans received during the related Collection Period will be distributed by REMIC I to the Holders of REMIC I Regular Interest I-LTP. The payment of the foregoing amounts to the Holders of REMIC I Regular Interest I-LTP shall not reduce the Uncertificated Principal Balance thereof.

Priority and Subordination of Distributions. (a) (1)(A) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R Certificates (in respect of the Class R-I Interest), as the case may be: (i) first, to the Holders of REMIC I Regular Interest LT-RI-Countrywide and REMIC I Regular Interest LT-RI-Wells in an amount equal to (A) ▇▇▇ Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates, and then to Holders of REMIC I Regular Interest LT-AA, REMIC I Regular ▇▇▇▇Interest LT-A1, REMIC I Regular Inte▇▇▇▇ ▇▇-▇▇, REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇, REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇-M1, REMIC I Regular Interest LT-M1M2, REMIC I Regular Interest LT-B1, REMIC I Regular Interest LT-B2, REMIC I Regular Interest LT-B3, REMIC I Regular Interest LT-ZZ B3 and REMIC I Regular Interest LT-PZZ, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest LT-ZZ shall be reduced and deferred when the REMIC I Overcollateralized Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest LT-ZZ Maximum Interest Deferral Amount and such amount will be payable to the Holders of REMIC I Regular ▇▇▇▇Interest LT-A1, REMIC I Regular Inte▇▇▇▇ ▇▇-▇▇, REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇, REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇, REMIC MIC I Regular Interest LT-M1M2, REMIC I Regular Interest LT-B1, REMIC I Regular Interest LT-B2 and REMIC I Regular Interest LT-B3 in the same proportion as the Excess Subordinated Amount is allocated to the Corresponding Certificates; (ii) second, to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (a) to the Holders of REMIC I Regular Interest LT-AA and REMIC I Regular Interest LT-PAA, 98.00% of such remainder (other than amounts payable under clause (d) below), until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero, provided, however, that REMIC I Regular Interest LT-P shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Penalty as identified on the Schedule of Mortgage Loans or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC I Regular Interest L-TP, until $100 has been distributed pursuant to this clause; (b) to the Holders of REMIC I Regular ▇Interest LT-A1, REMIC I ▇▇▇▇▇▇▇ ▇▇-▇▇, REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇st LT-▇▇, REMIC I Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇M1, REMIC I Regular Interest LT-M1M2, REMIC I Regular Interest LT-B1, REMIC I Regular Interest LT-B2, and REMIC I Regular Interest LT-B3, 1.00% of such remainder (other than amounts payable under clause (d) below), in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; (c) to the Holders of REMIC I Regular Interest LT-ZZ, 1.00% of such remainder (other than amounts payable under clause (d) below), until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; thenand (d) any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-I Interest); and . (b) On each Distribution Date, all amounts representing Prepayment Penalties after payment of the Trustee Fee, any Senior Trustee Expenses then due and the Retained Interest for such Distribution Date, the Trustee shall withdraw from the Certificate Account the Available Distribution Amount for REMIC II to make the distribution thereof in the following order of priority: (i) to make payments in respect of interest to the Mortgage Loans received during Certificates in the following amounts and order of priority; (A) to the Class A-1 Certificates, the Accrued Certificate Interest and any unpaid Accrued Certificate Interest from the prior Distribution Date allocable to the Class A-1 Certificates; (B) to the Class M-1 Certificates, the Accrued Certificate Interest allocable to the Class M-1 Certificates; (C) to the Class M-2 Certificates, the Accrued Certificate Interest allocable to the Class M-1 Certificates; (D) to the Class B-1 Certificates, the Accrued Certificate Interest allocable to the Class B-1 Certificates; (E) to the Class B-2 Certificates, the Accrued Certificate Interest allocable to the Class B-2 Certificates; and (F) to the Class B-3 Certificates, the Accrued Certificate Interest allocable to the Class B-3 Certificates. (ii) on each Distribution Date (x) prior to the Stepdown Date or (y) on which a Trigger Event is in effect, to Holders of the related Collection Period will Class or Classes of Certificates then entitled to distributions of principal after making distributions pursuant to clauses (i) and (ii) above, to the extent of the Principal Distribution Amount, in the following amounts and order of priority: (A) to the Class A-1 Certificates until the Certificate Balance thereof has been reduced to zero; (B) to the Class M-1 Certificates, until the Certificate Balance of thereof has been reduced to zero; (C) to the Class M-2 Certificates, until the Certificate Balance of thereof has been reduced to zero; (D) to the Class B-1 Certificates, until the Certificate Balance of thereof has been reduced to zero; (E) to the Class B-2 Certificates, until the Certificate Balance of thereof has been reduced to zero; (F) to the Class B-3 Certificates, until the Certificate Balance of thereof has been reduced to zero; (iii) on each Distribution Date (x) on or after the Stepdown Date or (y) on which a Trigger Event is not in effect, to Holders of the related Class or Classes of Certificates then entitled to distributions of principal after making distributions pursuant to clauses (i) and (ii) above, to the extent of the Principal Distribution Amount, in the following amounts and order of priority: (A) to the Class A-1 Certificates the lesser of (x) Principal Distribution Amount and (y) the Class A-1 Principal Distribution Amount, until the Certificate Balance thereof has been reduced to zero; (B) to the Class M-1 Certificates, the lesser of (x) the remaining Principal Distribution Amount and (y) the Class M-1 Principal Distribution Amount, until the Certificate Balance thereof has been reduced to zero; (C) to the Class M-2 Certificates, the lesser of (x) the remaining Principal Distribution Amount and (y) the Class M-2 Principal Distribution Amount, until the Certificate Balance thereof has been reduced to zero; (D) to the Class B-1 Certificates, the lesser of (x) the remaining Principal Distribution Amount and (y) the Class B-1 Principal Distribution Amount, until the Certificate Balance of thereof has been reduced to zero; (E) to the Class B-2 Certificates, the lesser of (x) the remaining Principal Distribution Amount and (y) the Class B-2 Principal Distribution Amount, until the Certificate Balance of thereof has been reduced to zero; (F) to the Class B-3 Certificates, the lesser of (x) the remaining Principal Distribution Amount and (y) the Class B-3 Principal Distribution Amount, until the Certificate Balance of thereof has been reduced to zero; (iv) on each Distribution Date, the Net Monthly Excess Cash Flow (or, in the case of clause (A) below, the Net Monthly Excess Cash Flow exclusive of any Excess Subordinated Amount) shall be distributed by REMIC I as follows: (A) to the Holders of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Extra Principal Distribution Amount which shall be included in the Principal Distribution Amount payable to such Holders; (B) to the Class M-1 Certificates, the Unpaid Interest Amount allocable to the Class M-1 Certificates; (C) to the Class M-2 Certificates, the Unpaid Interest Amount allocable to the Class M-2 Certificates; (D) to the Class B-1 Certificates, the Unpaid Interest Amount allocable to the Class B-1 Certificates; (E) to the Class B-2 Certificates, the Unpaid Interest Amount allocable to the Class B-2 Certificates; (F) to the Class B-3 Certificates, the Unpaid Interest Amount allocable to the Class B-3 Certificates; (G) to the Reserve Fund from amounts otherwise payable to the Class X Certificates, and then from the Reserve Fund to pay the Basis Risk Carry Forward Amounts allocable to the Class A-1 Certificates, the Class M Certificates and the Class B Certificates in the same order of priority in which Accrued Certificate Interest is allocated among such Certificates; (v) to pay Trust Expenses to the applicable party; (vi) to pay to the Class X Certificates, the Accrued Certificate Interest and the Overcollateralization Reduction Amount for such Distribution Date; (vii) to pay to the Holder of the Class R Certificates, any amount remaining in REMIC I Regular II. (c) All distributions made to the Certificateholders on each Distribution Date will be made on a pro rata basis among the Certificateholders of the respective Class of record on the next preceding Record Date based on the Percentage Interest I-LTPrepresented by their respective Certificates, and shall, except for the final payment on such Certificates, be made either (x) by wire transfer of immediately available funds to the account of such Certificateholder as shall appear on the Register without the presentation or surrender of the Certificate or the making of any notation thereon, at a bank or other entity having appropriate facilities therefor as directed by the Certificateholder in writing or (y) in the event that no wire instructions are provided to the Trustee, by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Register. (d) On each Distribution Date, the Trustee shall also make the following distributions: (i) to the Class X Certificateholders, all Prepayment Penalties received by the Trustee on the related Remittance Date and identified to it by the related Servicer as such and (ii) to the Depositor, the Retained Interest for such Distribution Date. The payment Depositor hereby assigns all of its right, title and interest in and to the Retained Interest to Goldman Sachs Mortgage Company and h▇▇▇▇▇ ▇irects the Trustee to make all payments of the foregoing amounts to Retained Interest at the Holders direction of REMIC I Regular Interest I-LTP shall not reduce the Uncertificated Principal Balance thereofGoldman Sachs Mortgage Company.