Common use of Distributions Clause in Contracts

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Date: (i) FIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited funds in the Series 2002-A Certificate Account during Account, solely to the Related Collection Period such amount extent of funds as are necessary to provide for the payments set forth below and shall make the following payments Available Funds in the following order on such Distribution DateCertificate Account, as follows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal pro rata to the Quarterly Interest due holders of the Class A Certificates and Class B Certificates, distributions accrued during the related Collection Period at the rate of 7.625% per annum on the stated amount of the Class A Certificates to holders of the Class A Certificates on such Distribution Date and any Additional Amounts with respect 0.125% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderClass B Certificates on such Distribution Date, commencing on December 1, 2002 and ending on the Final Scheduled Distribution Date; (iii) THIRDthird, divided between the Classes in accordance with the proportionate interest of each Class in any delayed interest payments on the Underlying Securities (e.g., 7.625/7.75 to the Class A Certificateholders and 0.125/7.75 to the Class B Certificateholders) and each Class' portion distributed to the holders of each Class pro rata, if (but only if) available, any additional payments paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any interest payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up pro rata to the outstanding Series 2002-Class A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderCertificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (v) FIFTHfifth, to the Holders extent there remain Available Funds in the Certificate Account, to any creditors of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate in satisfaction of such unpaid obligations;liabilities thereto; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Services, Inc. and if no Available Funds remain in the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. nor any of each Subordinated its Affiliates will have any claim against the Trust pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate held by Account on such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferDistribution Date. (b) The Paying Agent On an Optional Exchange Date, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. or any of record on the immediately preceding Record Date (its Affiliates, other than the Depositor, or any other Person exercising an optional exchange pursuant to Section 7 hereof, as provided the case may be, Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a) On Subject to Article V of the Indenture, on each Distribution Payment Date, the Paying AgentIndenture Trustee (solely based on information contained in, in accordance with and as directed by, the report Servicer’s Certificate delivered for such day on or before the related Determination Date pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and Section 3.8) shall make the following payments deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order on such Distribution Dateof priority: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectivelythe Servicing Fee and all unpaid Servicing Fees with respect to prior Collection Periods; (ii) SECONDsecond, an amount equal pro rata based on amounts due, to the Quarterly Class A Noteholders, the Accrued Class A Note Interest due on such Distribution Date and any Additional Amounts with respect for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the Series 2002-payment of such interest on the Class A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderNotes on a pro rata basis; (iii) THIRDthird, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(c) of the Indenture, the First Allocation of Principal, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderany; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderClass B Noteholders, the Accrued Class B Note Interest for the related Interest Period; (v) FIFTHfifth, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up Principal Distribution Account for distribution to the aggregate Noteholders in accordance with Section 8.2(c) of such unpaid obligationsthe Indenture, the Second Allocation of Principal, if any; (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based on Reserve Account, any additional amounts required to increase the principal amount in the Reserve Account up to the Specified Reserve Account Balance; 708320802 14443670 14 Sale and Servicing Agreement (vii) seventh, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(c) of each Subordinated Certificate held by such Person in an amount the Indenture, the Regular Allocation of Principal, if any; (viii) eighth, to the Owner Trustee and the Indenture Trustee, fees, expenses and indemnification amounts due and owing under this Agreement, the Trust Agreement and the Indenture, as applicable, which have not been previously paid; (ix) ninth, to exceed the outstanding balance of such Subordinated CertificatesServicer, legal expenses and costs incurred pursuant to Section 6.4(b); and (viix) SEVENTHtenth, all remaining amounts to or at the Sellers as Holders direction of the Sellers' Certificate Certificateholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in accordance with each Seller's applicable Seller Percentage or as an acceleration of the Sellers may directNotes, the Indenture Trustee shall apply all amounts on deposit in each case by wire transferthe Collection Account pursuant to Section 5.4(b) of the Indenture. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on After the immediately preceding Record Date (other than as provided payment in Section 9.3 full of the Master Trust Agreement respecting a final distributionNotes and all other amounts payable under Section 4.4(a). Such distributions , all Collections shall be made PRO RATA paid to each Series 2002-A Certificateholder (based on or in accordance with the ratio of instructions provided from time to time by the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate RegisterCertificateholder.

Distributions. (a) On each Distribution Determination Date, the Paying Agent, in accordance with the report delivered for such day Servicer shall calculate all amounts required to be deposited pursuant to SECTION 5.1(a)this Section and deliver a Servicer's Certificate pursuant to Section 4.09. (b) On each Payment Date, except as specified in Section 5.04(b) of the Indenture, the Servicer shall withdraw from amounts deposited instruct the Indenture Trustee in writing (based on the information contained in the Series 2002-A Servicer's Certificate Account during delivered on the Related Collection Period such amount of funds as are necessary related Determination Date pursuant to provide for the payments set forth below and shall Section 4.09) to make the following payments deposits and distributions from Available Amounts on deposit in the Collection Account, and in the event of an Available Amounts Shortfall from amounts withdrawn from the Reserve Account in the following order on such Distribution Dateand priority: (i) FIRST, an amount equal to the amount calculated pursuant Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to SECTION 4.3(a) shall be distributed one or more prior Collection Periods, and Advances not previously reimbursed to the Trustee and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on such Distribution each of the Class A Notes at their respective interest rates on the principal outstanding as of the previous Payment Date and any Additional Amounts with respect after giving effect to all payments of principal to the Series 2002-Class A Series shall be distributed PRO RATA Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to each Series 2002-the Class A CertificateholderNoteholders on those prior Payment Dates over the amounts actually paid to the Class A Noteholders on those prior Payment Dates, plus interest on any such shortfall at their respective interest rates to the extent permitted by law; (iii) THIRDto the Principal Distribution Account, the First Priority Principal Distribution Amount, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderany; (iv) FOURTHto the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class B Notes at the Class B Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class B Noteholders on the preceding Payment Date; and (b) the excess, if (but only if) a Series 2002-A Rapid Amortization Period has commencedany, an of the amount up of interest payable to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA Class B Noteholders on prior Payment Dates over the amounts actually paid to each Series 2002-A Certificateholderthe Class B Noteholders on those prior Payment Dates, plus interest on any such shortfall at the Class B Rate to the extent permitted by law; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from Principal Distribution Account, the Trust Assets are payableSecond Priority Principal Distribution Amount, an amount up to the aggregate of such unpaid obligationsif any; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class C Notes at the Class C Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class C Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class C Noteholders on prior Payment Dates over the amounts actually paid to the Class C Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class C Rate to the extent permitted by law; (vii) to the Principal Distribution Account, the Third Priority Principal Distribution Amount, if any; (viii) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each Subordinated Certificate held of the Class D Notes at the Class D Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class D Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class D Noteholders on prior Payment Dates over the amounts actually paid to the Class D Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class D Rate to the extent permitted by law; (ix) to the Principal Distribution Account, the Regular Principal Distribution Amount; (x) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (xi) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reimbursements and expenses, in each case to the extent such Person in an amount fees, reimbursements and expenses have not been previously paid by the Servicer and to exceed the outstanding balance of such Subordinated CertificatesSecurities Intermediary, any accrued and unpaid indemnification expenses owed to it; and (viixii) SEVENTHany Available Amounts remaining, all remaining amounts if any, to the Sellers Owner Trustee or its agent, for deposit into the Certificate Distribution Account (as Holders defined in the Trust Agreement) and subsequent distribution to the Certificateholder pursuant to Section 5.02 of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferTrust Agreement. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.

Distributions. (aI) On each Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw from amounts deposited in the Series 2002-A Certificate Distribution Account during that portion of Available Funds for such Distribution Date consisting of the Related Collection Period Group I Interest Remittance Amount for such amount of funds as are necessary to provide for the payments set forth below Distribution Date, and shall make the following payments disbursements and transfers in the following order on described below, in each case to the extent of the Group I Interest Remittance Amount remaining for such Distribution Date: (i) FIRSTto the Holders of the Group I Certificates, the Monthly Interest Distributable Amount and the Unpaid Interest Shortfall Amount, if any, allocable to such Certificates for such Distribution Date; and (ii) concurrently, to the Holders of each Class of Group II Certificates, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess, if any, of (x) the amount calculated required to be distributed pursuant to SECTION 4.3(aSections 4.01(a)(II)(i) below for such Distribution Date over (y) the amount actually distributed pursuant to such section from the Group II Interest Remittance Amount. (II) On each Distribution Date the Trustee shall be distributed withdraw from the Distribution Account that portion of Available Funds for such Distribution Date consisting of the Group II Interest Remittance Amount for such Distribution Date, and make the following disbursements and transfers in the order described below, in each case to the Trustee extent of the Group II Interest Remittance Amount remaining for such Distribution Date: (i) concurrently, to the Holders of each Class of Group II Certificates, on a pro rata basis based on the entitlement of each such Class, the Monthly Interest Distributable Amount and Servicerthe Unpaid Interest Shortfall Amount, respectively;if any, allocable to such Certificates for such Distribution Date; and (ii) SECONDto the Holders of the Group I Certificates, an amount equal to the Quarterly excess, if any, of (x) the amount required to be distributed pursuant to Section 4.01(a)(I)(i) above for such Distribution Date over (y) the amount actually distributed pursuant to such section from the Group I Interest due Remittance Amount. (III) On each Distribution Date, following the distributions made pursuant to Sections 4.01(a)(I) and 4.01(a)(II) above, the sum of the Group I Interest Remittance Amount and the Group II Interest Remittance Amount remaining undistributed for such Distribution Date, will be distributed sequentially to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in an amount equal to the Monthly Interest Distributable Amount allocable to each such Class of Certificates. (I) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the Group I Principal Distribution Amount shall be made in the following amounts and order: (i) to the Holders of the Group I Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (ii) after taking into account the amount distributed to the Holders of the Group II Certificates pursuant to Section 4.01(b)(II)(i) below on such Distribution Date, to the Holders of each Class of Group II Certificates (allocated among the Group II Certificates as described below), until the Certificate Principal Balances thereof have been reduced to zero. (II) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the Group II Principal Distribution Amount shall be made in the following amounts and order: (i) to the Holders of the Group II Certificates (allocated among the Group II Certificates as described below), until the Certificate Principal Balances thereof have been reduced to zero; and (ii) after taking into account the amount distributed to the Holders of the Group I Certificates pursuant to Section 4.01(b)(I)(i) above on such Distribution Date, to the Holders of the Group I Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (III) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the sum of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining undistributed for such Distribution Date shall be made sequentially to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each case, until the Certificate Principal Balance of each such Class has been reduced to zero. (I) On each Distribution Date (a) on or after the Stepdown Date and any Additional Amounts with (b) on which a Trigger Event is not in effect, distributions in respect of principal to the Series 2002-A Series extent of the Group I Principal Distribution Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder;made in the following amounts and order: (iiii) THIRDto the Holders of the Group I Certificates, if the Group I Senior Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and (but only ifii) a Series 2002-A Rapid Amortization Period has not commencedto the Holders of each Class of Group II Certificates (allocated among the Group II Certificates as described below), an amount equal to the Series 2002-A Quarterly excess, if any, of (x) the amount required to be distributed pursuant to Section 4.01(c)(II)(i) below for such Distribution Date over (y) the amount actually distributed pursuant to such section from the Group II Principal Amortization Distribution Amount on such Distribution Date. (II) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the Group II Principal Distribution Amount shall be made in the following amounts and order: (i) to the Holders of the Group II Certificates (allocated among the Group II Certificates as described below), the Group II Senior Principal Distribution Amount until the Certificate Principal Balances thereof have been reduced to zero; and (ii) to the Holders of the Group I Certificates, an amount equal to the excess, if any, of (x) the amount required to be distributed PRO RATA pursuant to Section 4.01(c)(I)(i) above for such Distribution Date over (y) the amount actually distributed pursuant to such section from the Group I Principal Distribution Amount on such Distribution Date. (III) On each Series 2002-A CertificateholderDistribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the sum of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining undistributed for such Distribution Date shall be made in the following amounts and order: (i) to the Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; (ii) to the Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; (iii) to the Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution Amount until the Certificate Principal Balance shall be distributed PRO RATA thereof has been reduced to each Series 2002-A Certificateholderzero; (v) FIFTHto the Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; (vi) to the Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; (vii) to the Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; (viii) to the Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; and (ix) to the Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero. With respect to the Group II Certificates, all principal distributions will be distributed sequentially to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, in that order, until the Certificate Principal Balance of each such Class of Certificates has been reduced to zero; provided, however, on any Distribution Date on which the aggregate Certificate Principal Balance of the Subordinate Certificates has been reduced to zero, all principal distributions will be distributed concurrently to each Class of the Group II Certificates pro rata based on the Certificate Principal Balance of each such Class. (d) On each Distribution Date, the Net Monthly Excess Cashflow shall be distributed as follows: (i) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Extra Principal Distribution Amount, distributable to such Holders as part of the Group I Principal Distribution Amount and/or the Group II Principal Distribution Amount as described under Section 4.01(b) and Section 4.01(c) above; (ii) sequentially, to the Holders of Certificates of any Series or other Persons to whom any other accrued the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payableClass M-9 Certificates, an amount in that order, in each case, first up to the aggregate Unpaid Interest Shortfall Amount for each such Class and second up to the Allocated Realized Loss Amount for each such Class; (iii) to the Net WAC Rate Carryover Reserve Account, the amount of any Net WAC Rate Carryover Amounts on the Class A and Mezzanine Certificates for such unpaid obligationsDistribution Date; (iv) to the Swap Provider, any Swap Termination Payments resulting from a Swap Provider Trigger Event; (v) to the Holders of the Class C Certificates, (a) the Monthly Interest Distributable Amount and any remaining Overcollateralization Release Amount for such Distribution Date and (b) on any Distribution Date on which the Certificate Principal Balances of the Class A Certificates and the Mezzanine Certificates have been reduced to zero, any remaining amounts in reduction of the Certificate Principal Balance of the Class C Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (vi) SIXTHif 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 Subordinated Certificateholders PRO RATA based on Holders of the principal amount Class P Certificates, in reduction of each Subordinated the Certificate held by such Person in an amount not Principal Balance thereof, until the Certificate Principal Balance thereof is reduced to exceed the outstanding balance of such Subordinated Certificateszero; and (vii) SEVENTH, all any remaining amounts to the Sellers as Holders of the Sellers' Certificate Residual Certificates (in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 respect of the Master Trust Agreement respecting a final distributionappropriate Class R Interest). Such distributions shall be made PRO RATA to On each Series 2002-A Certificateholder (based on the ratio Distribution Date, all amounts representing Prepayment Charges in respect of the portion Mortgage Loans received during the related Prepayment Period and any Servicer Prepayment Charge Amounts paid by the Servicer during the related Prepayment Period will be withdrawn from the Distribution Account and distributed by the Trustee to the Holders of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder Class P Certificates and shall not be available for distribution to the Series 2002-A Certificate Balance) by wire transfer Holders of any other Class of Certificates. The payment of the foregoing amounts to each Series 2002-A Certificateholder as such Person's address appears on the Holders of the Class P Certificates shall not reduce the Certificate RegisterPrincipal Balances thereof.

Distributions. (a) On each Distribution DateHoldings and the Borrower shall not, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall not permit any of their Subsidiaries to authorize, declare or make any Distribution, other than the following payments in the following order on such Distribution Date:(collectively, “Permitted Distributions”): (i) FIRSTeach Subsidiary may authorize, an amount equal declare and make Distributions to the amount calculated Borrower and to other Subsidiaries that are Obligors and (ii) Borrower may authorize, declare and make Distributions to Holdings to the extent that Holdings uses the proceeds of such Distribution to make a Distribution that is otherwise permitted under this Section 8.10; (b) without duplication of any Distributions made pursuant to SECTION 4.3(aclause (m) below, (i) Holdings may (or may make Distributions to permit any Parent Entity to directly or indirectly) redeem in whole or in part any of its Stock (A) for another class of its (or such Parent Entity’s) Stock or rights to acquire its Stock, (B) with proceeds from substantially concurrent direct or indirect equity contributions by any Parent Entity to Holdings or (C) with proceeds from substantially concurrent issuances of new Stock of Holdings (or new Stock of any Parent Entity) (and may authorize and declare any of the foregoing); provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Stock referenced in clause (A) or (C) are at least as advantageous to the Lenders as those contained in the Stock redeemed thereby and (ii) Holdings may declare and make any Distribution payable solely in the Stock (other than Disqualified Stock not otherwise permitted by Section 8.12) of Holdings; (c) to the extent constituting Distributions, Holdings and its Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 8.11 (other than pursuant to clause (p) of the definition of “Permitted Investments”) or Section 8.14(f) (and authorize and declare any of the foregoing); (d) [reserved]; (e) [reserved]; (f) Holdings and its Subsidiaries may authorize, declare and make Distributions in Cash to any direct or indirect owner thereof (including but not limited to any Parent Entity of Holdings): (i) the proceeds of which shall be distributed used to the Trustee and Servicer, respectivelymake Permitted Tax Distributions; (ii) SECONDthe proceeds of which shall be used: (A) to make payments to or reimburse ProFrac Holdings for fees, costs and expenses incurred by ProFrac Holdings in respect of advisory fees in an aggregate amount equal not to exceed in any Fiscal Year $1,000,000; and (B) to pay such Parent Entity’s operating costs and expenses incurred in the ordinary course of business, other overhead costs and expenses and fees (including, legal, accounting and similar expenses and costs and expenses relating to insurance, software licenses, in each case, provided by third parties, as well as trustee, directors and general partner fees and administrative costs and expenses) which are reasonable and customary and incurred in the ordinary course of business and attributable to the Quarterly Interest due on such Distribution Date ownership or operations of Holdings and its Subsidiaries (including any Additional Amounts with respect reasonable and customary indemnification claims made by directors or officers of any Parent Entity attributable to the Series 2002-A Series shall be distributed PRO RATA direct or indirect ownership or operations of Holdings and its Subsidiaries) and fees, costs and expenses otherwise due and payable by Holdings under the Shared Services Agreement in respect of services provided thereunder in an aggregate amount not to each Series 2002-A Certificateholderexceed in any Fiscal Year, for all such amounts under this clause (ii)(B), the greater of (x) $4,000,000 and (y) 2.00% of the Consolidated EBITDA of Holdings and its Subsidiaries for such Fiscal Year; provided that (x) such payments are made in respect of services performed on behalf of, or expenses incurred by, Holdings and its Subsidiaries on an arm’s length basis after the Closing Date, and (y) such payments are approved by the Board of Directors of ProFrac PubCo if required by the policies of such Board of Directors related to arm’s length transactions; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount proceeds of which shall be distributed PRO RATA used to each Series 2002-A Certificateholderpay franchise, excise and similar taxes, and other fees and expenses, required to maintain its (or any of its direct or indirect parents’) existence; (iv) FOURTHwithout duplication for Distributions pursuant to Section 8.10(f)(i), if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up the proceeds of which shall be used to make any payments pursuant to the outstanding Series 2002-A Certificate Balance Tax Sharing Agreement, provided that the aggregate amount of any such proceeds coming from the Borrower and its Subsidiaries with respect to any taxable year shall be distributed PRO RATA not exceed the aggregate net taxable income generated from the Borrower and its Subsidiaries calculated as if Borrower and its Subsidiaries were treated as a single corporation for U.S. federal income tax purposes with respect to each Series 2002-A Certificateholdersuch taxable year, taking into account any Redetermination of any Joint Return (as such terms are defined in the Tax Sharing Agreement) or other adjustments as set forth in Section 5(a) of the Tax Sharing Agreement with respect to such taxable income for such taxable year, including associated interest, penalties, and expenses that are properly attributable to the Borrower and its Subsidiaries under Section 6(a) of the Tax Sharing Agreement; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations[reserved]; (vi) SIXTHthe proceeds of which shall be used to pay customary salary, compensation, bonus and other benefits payable to officers, employees, consultants and other service providers of any Parent Entity or partner of the Borrower to the Subordinated Certificateholders PRO RATA based on extent such salaries, compensation, bonuses and other benefits are attributable to the principal amount ownership or operation of each Subordinated Certificate held by such Person Holdings and its Subsidiaries in an aggregate amount not to exceed $3,000,000 for any Fiscal Year; (g) Holdings or any of its Subsidiaries may (a) pay cash in lieu of fractional Stock in connection with any dividend, split or combination thereof or any Permitted Acquisition (or any other acquisition constituting a Permitted Investment) and (b) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms (and may authorize and declare any of the outstanding balance foregoing); (h) in addition to the foregoing Distributions, Holdings or any Subsidiary of Holdings may authorize, declare and make additional Distributions in Cash, (i) in the case of any Distribution occurring prior to the 12-month anniversary of the Closing Date, in an amount equal to $35,000,000 (ii) so long as (A) the Monarch Acquisition Seller Debt has been repaid in Cash, and the Liens securing the Monarch Acquisition Seller Debt have been released, in each case, in full and final satisfaction thereof, and (B) such Distribution occurs prior to December 27, 2025, in an amount equal to $35,000,000 and (iii) in an unlimited amount after the twelve month anniversary of the Closing Date, so long as on the date such Distribution is made, measured at such time, (x) the Total Net Leverage Ratio as of the last day of the most recently completed Test Period, after giving Pro Forma Effect to such Distribution, does not exceed 1.00:1.00 and (y) Liquidity, after giving Pro Forma Effect to such Distribution, is not less than $40,000,000; (i) Holdings or any Subsidiary of Holdings may authorize, declare and pay (or may make Distributions to allow any Parent Entity to pay) Distributions in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, manager, consultant or other service provider (or its Affiliates, or any of their respective estates or immediate family members) and any repurchases of Stock in consideration of such Subordinated Certificatespayments including deemed repurchases in connection with the exercise of Stock options; (j) any payment under the Services Agreement to the extent characterized as a Distribution; (k) [reserved]; (l) any Distribution (and any authorization and declaration thereof) by Holdings of the Stock of a Person acquired by Holdings or any of its Subsidiaries in accordance with the provisions set forth herein so long as all or substantially all of the property and assets of such Person (including any Stock owned by such Person other than the Stock of Holdings or any Parent Entity) were contributed to the Borrower or a Guarantor (other than Holdings) substantially simultaneously with such acquisition (and prior to such Distribution) and the Borrower or such Guarantor has complied with the Collateral and Guarantee Requirements with respect to such property and assets (including any Stock owned by such Person) so contributed; (m) Distributions (and any authorization and declaration thereof) of the Net Cash Proceeds from the Qualified IPO; and (viin) SEVENTH, all remaining amounts to the Sellers as Holders any Distribution (and any authorization and declaration thereof) using proceeds of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage Term Loans to directly or as indirectly enable ProFrac Holdings II to repay (i) Debt under the Sellers may direct, in each case by wire transferProFrac Term Credit Agreement and (ii) Debt under the ProFrac ABL Credit Agreement. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.

Distributions. (a) On each Distribution DateThe Borrower or its Subsidiaries shall not make any Distributions or set apart any sum for any such purpose, except the Paying Agent, in accordance with the report delivered for such day pursuant Borrower may make cash Distributions to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds HGC as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Datefollows: (i) FIRSTin an aggregate amount equal to Cash Available for Distribution as of the Calculation Date then most recently ended if the following conditions have been met: (A) each of the Backward Interest Coverage Ratio and the Projected Interest Coverage Ratio as of such Calculation Date is greater than 3.50:1.00, as evidenced by a certificate delivered by the Borrower to the Administrative Agent no later than three (3) Business Days prior to the proposed date of Distribution; (B) any Lock-up Period has ended as of such Calculation Date, and (C) no Default or Event of Default shall have occurred and be continuing as of the date of such Distribution. Notwithstanding the foregoing, if a Lock-up Event has occurred as of the Calculation Date then most recently ended but the Backward Interest Coverage Ratio as of such Calculation Date is greater than 2.50:1:00, and no other Default or Event of Default shall have occurred and then be continuing, the Borrower shall be permitted to make cash Distributions to HGC in an aggregate amount solely equal to the lesser of (A) Cash Available for Distribution as of such Calculation Date or (B) in the amounts and at the times required in order to enable HGC to pay interest due on any HGC Loans and to make any payment required to be made by HGC under the HGC Hedging Arrangements; and (ii) in the amounts and at the times required in order to enable HGC to pay the HGC Facility Share of any mandatory prepayments of the HGC Loans required under Section 2.7 of the HGC Loan Agreement, but only if the Backward Interest Coverage Ratio as of the Calculation Date then most recently ended is greater than 2.50:1:00 and no other Default or Event of Default shall have occurred and be continuing as of the date of such Distribution. (b) If a Lock-up Event occurs in respect of any Calculation Date, the Borrower shall promptly (and in any event not later than the earlier to occur of ten (10) Business Days after the Borrower has calculated the Backward Interest Coverage Ratio and Projected Interest Coverage Ratio as of such Calculation Date and ten days after the date on which the Financial Statements for the period then ended are required to be delivered pursuant to Section 6.1), transfer to the Collateral Agent for deposit in the Special Reserve Account cash in an amount equal to the Excess Cash Flow as of such Calculation Date (less the amount calculated pursuant to SECTION 4.3(aof any Distribution made in accordance with the last sentence of Section 7.6(a)) for application as follows: (i) The Collateral Agent (acting at the direction of the Administrative Agent) shall be distributed transfer funds in the Special Reserve Account to the Trustee Administrative Agent and Servicer, respectively;the HGC Administrative Agent for application to the mandatory prepayment of Loans and the HGC Loans in accordance with Section 2.8(c)(v) hereof and Section 2.7(c)(v) of the HGC Loan Agreement. (ii) SECONDIf the Borrower satisfies each of the requirements for a Distribution set forth in the first sentence of paragraph (a)(i) above, an amount equal all funds on deposit in the Special Reserve Account (excluding any funds as are then required to be applied pursuant to clause (i) above) shall be transferred to the Quarterly Interest due on such Borrower or at the Borrower's direction, and the Borrower may make a Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferfunds. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited funds in the Series 2002-A Certificate Account during Account, solely to the Related Collection Period such amount extent of funds as are necessary to provide for the payments set forth below and shall make the following payments Available Funds in the following order on such Distribution DateCertificate Account, as follows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal pro rata to the Quarterly Interest due holders of the Class A Certificates and Class B Certificates, distributions accrued during the related Collection Period at the rate of 7.25% per annum on the stated amount of the Class A Certificates to holders of the Class A Certificates on such Distribution Date and any Additional Amounts with respect 0.25% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderClass B Certificates on such Distribution Date, commencing on April 15, 2003 and ending on the Final Scheduled Distribution Date; (iii) THIRDthird, divided between the Classes in accordance with the proportionate interest of each Class in any delayed interest payments on the Underlying Securities (e.g., 7.25/7.50 to the Class A Certificateholders and 0.25/7.50 to the Class B Certificateholders) and each Class' portion distributed to the holders of each Class pro rata, if (but only if) available, any additional payments paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any interest payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up pro rata to the outstanding Series 2002-Class A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderCertificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (v) FIFTHfifth, to the Holders extent there remain Available Funds in the Certificate Account, to any creditors of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate in satisfaction of such unpaid obligations;liabilities thereto; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Funds r▇▇▇▇▇ ▇n ▇▇▇ Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of each Subordinated its Affiliates will have any claim aga▇▇▇▇ ▇▇e ▇▇▇▇t pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate held by Account on such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferDistribution Date. (b) The Paying Agent On an Optional Exchange Date, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder Merrill Lynch & Co. or any of record on the immediately preceding Record Date (its Affiliates, other than the Deposito▇, ▇▇ ▇n▇ ▇▇▇er Person exercising an optional exchange pursuant to Section 7 hereof, as provided the case may be, Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a) On each Distribution Determination Date, the Paying Agent, in accordance with the report delivered for such day Servicer shall calculate all amounts required to be deposited or paid pursuant to SECTION 5.1(a)this Section and deliver a Servicer’s Certificate pursuant to Section 4.09. (b) On each Payment Date, the Servicer shall withdraw from amounts deposited instruct the Indenture Trustee in writing (based on the information contained in the Series 2002-A Servicer’s Certificate Account during delivered on the Related Collection Period such amount of funds as are necessary related Determination Date pursuant to provide for the payments set forth below and shall Section 4.09) to make the following deposits and distributions on such Payment Date from Available Amounts on deposit in the Collection Account, and, in the event of a shortfall in meeting the payments described in clauses (i) through (iv) below (an “Available Amounts Shortfall”), from amounts withdrawn from the Reserve Account, in the following order on such Distribution Dateand priority: (i) FIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectivelythe Servicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), and Nonrecoverable Advances; (ii) SECOND, an amount equal to the Quarterly Interest Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due on to each such Distribution Date party, for payment of any Trustee and any Additional Amounts with respect Reviewer Fees and other amounts required to be paid to such party pursuant to the Series 2002-A Series shall be distributed PRO RATA terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), in an aggregate amount not to each Series 2002-A Certificateholderexceed $250,000 in any calendar year; (iii) THIRDto the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class of Notes at their respective Class A Rate on the Outstanding Amount as of the previous Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the excess, if (but only if) a Series 2002-A Rapid Amortization Period has not commencedany, an of the amount equal of interest payable to the Series 2002-Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any such shortfall at the related Class A Quarterly Principal Amortization Amount shall be distributed PRO RATA Rate to each Series 2002-A Certificateholderthe extent permitted by law; (iv) FOURTHto the Principal Distribution Account, the First Priority Principal Distribution Amount, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholderany; (v) FIFTH, to the Holders of Certificates of any Series or other Persons Reserve Account, the amount, if any, necessary to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from cause the Trust Assets are payable, an amount up on deposit in the Reserve Account to equal the aggregate of such unpaid obligationsSpecified Reserve Account Balance; (vi) SIXTHto the Principal Distribution Account, the Regular Principal Distribution Amount; (vii) to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), to the Subordinated Certificateholders PRO RATA based on the principal amount extent any such amounts remain unpaid after application of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificatesclause (ii) above; and (viiviii) SEVENTHany Available Amounts remaining, all remaining amounts if any, to the Sellers as Holders of Certificate Distribution Account. On each Payment Date, the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as Servicer shall instruct the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions Indenture Trustee to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder distribute (based on the ratio information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09), any amounts deposited into the Interest Distribution Account as payment of interest on the Notes pursuant to the priority set forth in Section 8.02(d) of the portion Indenture and the Principal Distribution Account as payment of principal on the Notes pursuant to the priority set forth in Section 8.02(e) of the Series 2002-A Indenture. Notwithstanding that the Notes have been paid in full, the Securities Intermediary shall continue to maintain the Collection Account hereunder until the Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder Percentage Interest is reduced to zero. (c) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the Series 2002-A Certificate Balance) by wire transfer issuer of any securities held hereunder in the Trust Accounts, and, in general, to exercise each and every other power or right with respect to each Series 2002such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote on any securities. (d) The Indenture Trustee is authorized to deposit uninvested funds in non-A Certificateholder interest bearing, unsecured demand deposit accounts at affiliated banks, purchase and sell investment securities through or from affiliated banks and broker-dealers, invest funds in registered investment companies that receive investment management and custodial services from the Indenture Trustee or its affiliates, subject to the limitations set forth herein. (e) The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right or option to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives the option to receive such Person's address appears on confirmation to the Certificate Registerextent permitted by law. The Indenture Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Indenture Trustee hereunder.

Distributions. (ai) On each Distribution Date, the Trustee or the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a)if any, shall withdraw from amounts deposited the Certificate Account the Available Funds on deposit in the Series 2002-A Certificate Account during the Related Collection Period such amount as of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Date: (i) FIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect shall distribute to each Certificateholder, from the amount so withdrawn and to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A extent of the Available Funds, such Certificateholder; 's share (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount aggregate Percentage Interests represented by the Certificates of each Subordinated Certificate the applicable Class held by such Person Certificateholder) of the amounts and in an amount not to exceed the outstanding balance order of priority as set forth in the definition of "Certificate Distribution Amount", by wire transfer in immediately available funds for the account of the Certificateholder, if such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts Certificateholder shall have notified the Trustee in writing at least five Business Days prior to the Sellers as Holders related Record Date, or by any other means of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions payment acceptable to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of 7.1 respecting the Master Trust Agreement respecting a final distribution). Such , as specified by each such Certificateholder and at the address of such Holder appearing in the Certificate Register; provided that, if the Trustee has appointed a Certificate Administrator, such distributions above shall be made PRO RATA in accordance with written statements received from the Certificate Administrator pursuant to Section 3.7. (ii) On each Series 2002-A Certificateholder (based Distribution Date, the Trustee or the Paying Agent, if any, shall withdraw the Residual Distribution Amount from amounts on deposit in the ratio of the portion of the Series 2002-A Certificate Balance represented by Account on each Series 2002-A Certificate held by such Certificateholder Distribution Date and shall distribute to the Series 2002-A Certificate Balance) Class R Certificateholder such amount by wire transfer in immediately available funds for the account of the Class R Certificateholder, or, if the Class R Certificateholder shall have notified the Trustee in writing at least five Business Days prior to the related Record Date, by the means of payment so notified to the Trustee. (iii) If the Trustee has not received a distribution on, or the Pooled Security Distribution Date Information with respect to, the Pooled Securities by the Pooled Security Distribution Date, such distribution will not be made on the related Distribution Date and instead will be made on the next succeeding Distribution Date, and no additional interest will be paid thereon. (b) All reductions in the Certificate Principal Balance of a Certificate effected by distributions of principal made on any Distribution Date shall be binding upon all Holders of such Certificate and of any Certificate issued upon the registration of transfer or exchange therefor or in lieu thereof, whether or not such distribution or allocation is noted on such Certificate. (c) Whenever the Trustee believes, or the Certificate Administrator, if any, has notified the Trustee that it believes, that the entire remaining unpaid Class Principal Balance of any Class of Certificates will become distributable on the next Distribution Date, the Trustee or the Certificate Administrator, if any, shall, no later than five days before the Distribution Date of the month of such Distribution Date, mail or cause to be mailed to each Series 2002-A Certificateholder as such Person's address appears Person in whose name a Certificate to be so retired is registered at the close of business on the Record Date, to the Underwriter and to the Rating Agencies a notice to the effect that: (i) it is expected that funds sufficient to make such final distribution will be available in the Certificate RegisterAccount on such Distribution Date, and (ii) if such funds are available, (A) such final distribution will be payable on such Distribution Date, but only upon presentation and surrender of such Certificate at the office or agency of the Certificate Registrar maintained for such purpose (the address of which shall be set forth in such notice), and (B) no interest shall accrue on such Certificate after such Distribution Date. (d) Notwithstanding any other provision of this Agreement, the Trustee shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or the accrual of original issue discount that the Trustee reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee does withhold any amount from payments to any Certificateholder pursuant to federal withholding requirements, the Trustee shall indicate the amount withheld to such Certificateholders. (e) The Trustee may conclusively rely on the information set forth in the Pooled Security Distribution Date Information in making the calculations called for in this Section 3.5, including, without limitation, the determinations of the interest and principal to be paid on each Class of Certificates. If the information available to the Trustee in any Pooled Security Distribution Date Information is insufficient to make the calculations provided for in this Section 3.5, the Trustee shall promptly request the underlying trustee with respect to the Pooled Securities to provide sufficient information in writing, and after receipt of such information the Trustee shall make on the following Distribution Date any necessary adjustments in the application of amounts in the Certificate Account. If such information is not received from such underlying trustee, the Trustee shall not be responsible for making any such adjustment.

Distributions. (a) On each applicable Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw from amounts deposited apply Available Funds in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments follows in the following order on such Distribution Dateof priority: (i) FIRSTthe Trustee will pay the interest portion of Available Funds (subject to Section 5(c) and Section 5(d) below): (a) first, to the Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (b) second, to the holders of the Class A-1 Certificates and the holders of the Class A-2 Certificates, interest accrued and unpaid on each such Class pro rata in proportion to their entitlements thereto. (ii) the Trustee will pay the principal portion of Available Funds: (a) first, to the Trustee, as reimbursement for any remaining Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (b) second, to the holders of the Class A-1 Certificates, the Certificate Principal Amount. (b) Distributions of interest on the Class A-1 Certificates and Class A-2 Certificates may be deferred as a result of the deferral of payment on the Underlying Securities. Distributions on the Underlying Securities may be deferred pursuant to the Underlying Securities Trust Agreement for up to ten consecutive semiannual interest periods (each a "Deferral Period") provided that no Deferral Period may extend beyond the Final Scheduled Distribution Date. During any Deferral Period, interest on the Underlying Securities will continue to accrue at the applicable rate per annum compounded semi-annually. Interest on deferred and compounded interest on the Class A-1 Certificates and Class A-2 Certificates will be owing only to the extent that such interest is actually received by the Trustee on the Underlying Securities. (c) Notwithstanding the foregoing, if the Underlying Securities are redeemed, prepaid or liquidated in whole or in part for any reason other than due to the occurrence of an Event of Default or at their maturity, the Trustee shall apply Available Funds in the following order of priority: (i) first, to the Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; (ii) second, to the holders of the Class A-1 Certificates, an amount equal to the outstanding principal amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee thereof plus accrued and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholderunpaid interest thereon; (iii) THIRDthird, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA holders of the Class A-2 Certificates, the present value of all amounts that would otherwise have been payable on the Class A-2 Certificates for the period from the date of such redemption or prepayment to each Series 2002-A Certificateholder;the Final Scheduled Distribution Date using a discount rate of 7.20% per annum, assuming no delinquencies, deferrals, redemptions or prepayments on the Underlying Securities; and (iv) FOURTHfourth, any remainder to the holders of the Class A-1 Certificates and the Class A-2 Certificates pro rata in proportion to the ratio of the Class A-1 Allocation to the Class A-2 Allocation. (d) Notwithstanding the foregoing, if (but only if) a Series 2002-A Rapid Amortization Period has commencedthe Underlying Securities are redeemed, an amount up prepaid or liquidated in whole or in part due to the outstanding Series 2002-A Certificate Balance occurrence of an Event of Default, the Trustee shall apply Available Funds to the holders of the Class A-1 Certificates and the holders of the Class A-2 Certificates in accordance with the ratio of the Class A-1 Allocation to the Class A-2 Allocation. (e) Notwithstanding any other provision hereof, in the event of the occurrence of an Event of Default, the Trustee shall proceed against the Underlying Securities Issuer on behalf of the Certificateholders to enforce the Underlying Securities or otherwise to protect the interests of the Certificateholders, provided that, holders of the Certificates representing a majority of the Voting Rights on the Certificates will be entitled to direct the Trustee in any such proceeding or direct the Trustee to sell the Underlying Securities. If the Trustee is directed to sell the Underlying Securities, the Trustee shall solicit bids for the sale of the Underlying Securities with settlement thereof on or before the third (3rd) Business Day after such sale from three leading dealers in the relevant market. Any of the following dealers (or their successors) shall be distributed PRO RATA deemed to each Series 2002-A Certificateholder;qualify as leading dealers: (v1) FIFTHCredit Suisse First Boston Corporation, (2) Goldman, Sachs & Co., (3) Lehma▇ ▇▇▇▇he▇▇ ▇nc., (4) Me▇▇▇▇▇ Lynch, Pierce, Fenne▇ & ▇▇▇▇▇ ▇▇cor▇▇▇▇▇▇d, (▇) ▇▇S Wa▇▇▇▇▇ LLC and (6) Salomon Smith Barney Inc. Th▇ ▇▇▇▇▇▇▇ ▇▇▇▇l ▇▇▇ ▇▇ responsible for the failure to obtain a bid so long as it has made reasonable efforts to obtain bids. If a bid for the sale of the Underlying Securities has been accepted by the Trustee but the sale has failed to settle on the proposed settlement date, the Trustee shall request new bids from such leading dealers. In the event of such sale or of an acceleration and a corresponding payment on the Underlying Securities, the Trustee shall distribute the proceeds to the Holders Certificateholders no later than two Business Days after the receipt of immediately available funds in accordance with Section 5(d) hereof. (f) In the event that the Trustee receives non-cash property in respect of the Underlying Securities as a result of a payment default on the Underlying Securities (including from the sale thereof), the Trustee will promptly give notice to the Depositary, or for any Certificates of any Series which are not then held by DTC or other Persons to whom any other accrued depository, directly to the registered holders of the Certificates then outstanding and unpaid. Such notice shall state that, not later than 30 days after the receipt of such property, the Trustee will allocate and distribute such property to the holders of Class A-1 Certificates and Class A-2 Certificates then outstanding and unpaid expenses (including indemnification amountsafter deducting the costs incurred in connection therewith) or in accordance with Section 5(d) hereof. Property other obligations payable from than cash will be liquidated by the Trust Assets are payableTrustee, an amount up and the proceeds thereof distributed in cash, only to the aggregate extent necessary to avoid distribution of fractional securities to Certificateholders. In-kind distribution of such unpaid obligations; (vi) SIXTH, property to the Subordinated Certificateholders PRO RATA based on will be deemed to reduce the principal amount of each Subordinated Certificate held by Certificates on a dollar-for-dollar basis. (g) Subject to Section 9(f) hereof, to the extent Available Funds are insufficient to make any required distributions due to any Class of Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date (or date referred to in Section 5(h) hereof) on which sufficient funds are available on the Available Funds to pay such Person in an amount not shortfall. (h) If a payment with respect to exceed the outstanding balance Underlying Securities is made to the Trustee after the payment date of the Underlying Securities on which such payment was due, then the Trustee will distribute any such amounts received on the next occurring Business Day (a "Special Distribution Date") as if the funds had constituted Available Funds on the Distribution Date immediately preceding such Special Distribution Date; provided, however, that the Record Date for such Special Distribution Date shall be five Business Days prior to the day on which the related payment was received from the Underlying Securities Trustee. (i) Notwithstanding Section 3.12 of the Standard Terms, if the Underlying Securities Issuer ceases to file periodic reports as required under the Exchange Act, the Depositor shall within a reasonable time instruct the Trustee to (i) distribute the Underlying Securities in-kind to the Class A-1 Certificateholders or (ii) sell the Underlying Securities and distribute the proceeds of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts sale to the Sellers as Holders of the Sellers' Certificate certificateholders in accordance with each Seller's applicable Seller Percentage or as Section 5(c); provided, however, the Sellers may direct, in each case by wire transfer. (b) The Paying Agent Trustee shall make all distributions to each Series 2002-A Certificateholder not sell the Underlying Securities unless the proceeds of record on such sale would exceed the immediately preceding Record Date (other than as provided in Section 9.3 sum of the Master Trust Agreement respecting a final distribution). Such distributions amounts to be distributed pursuant to clauses 5(c)(i) and 5(c)(ii) above; and provided, further, the Depositor shall be made PRO RATA not instruct the Trustee to each Series 2002-A Certificateholder distribute or sell the Underlying Securities pursuant to this clause unless the Underlying Securities Issuer has either (based on x) stated in writing that it intends permanently to cease filing reports required under the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder Exchange Act or (y) failed to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Registerfile any required reports for one full calendar year.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Administrator shall withdraw an amount equal to the Available Distribution Amount from amounts deposited in the Series 2002-A Certificate Collection Account during and make distributions thereof as described below (to the Related Collection Period such amount extent of funds as are necessary the Available Distribution Amount) to provide for Holders of the payments set forth below and shall make the following payments Certificates in the following order on such Distribution Dateof priority: (i) FIRSTto the Class [A-1], Class [A-2] and Class [IO] Certificates, the Current Interest plus the Interest Carry Forward Amount for such Class and such Distribution Date, pro rata on the basis of their respective entitlements pursuant to this clause (i); (ii) to the Class [A] Certificates, in the amounts and order of priority specified in Section 5.01(b), the Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of such Class [A] Certificates has been reduced to zero; (iii) to the Class [A] Certificates, in the amounts and order of priority specified in Section 5.01(b), the Additional Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of such Class [A] Certificates has been reduced to zero; (iv) to the Class [A] Certificates, in the amounts and order of priority specified in Section 5.01(b), the Extra Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of such Class [A] Certificates has been reduced to zero; (v) [to the Certificate Insurer, the Premium Amount owing to the Certificate Insurer under the Insurance Agreement;] (vi) [to the Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer hereunder;] (vii) concurrently, to each Class of Class [A] Certificates, any unpaid Supplemental Interest Amounts for such Classes and such Distribution Date, pro rata on the basis of their respective entitlements pursuant to this clause (vii); (viii) to the Class R Certificates, any remaining Available Distribution Amount; provided, however, that on any Distribution Date after the date on which the first auction conducted by the [Trustee] pursuant to Section 10.01(c) does not produce any bid at least equal to the Termination Price, any remaining amount available for distribution pursuant to this Section 5.01(a)(viii) shall instead be distributed to the Class A Certificates in the amounts and order of priority specified in Section 5.01(b), until the Certificate Principal Balance of such Class [A] Certificates has been reduced to zero. (b) Any amount distributed as principal on the Class [A] Certificates pursuant to Section 5.01(a) and any amount drawn on the Certificate Insurance Policy relating to principal distributable to the Class [A] Certificates shall be distributed as follows: (i) first, to the Class [A-2] Certificates, an amount equal to the amount calculated pursuant Lockout Percentage of the subject distribution of principal, until its Certificate Principal Balance has been reduced to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectivelyzero; (ii) SECONDsecond, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect Class [A-1] Certificates, until its Certificate Principal Balance has been reduced to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder;zero; and (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTHthird, to the Holders of Certificates of any Series or other Persons Class [A-2] Certificates, until its Certificate Principal Balance has been reduced to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferzero. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.

Distributions. (a) On Subject to the remainder of this Section 5.03 and applicable law, all cash and Property (including Holdco A Shares in connection with a Class B Exchange) distributed to the Company based on the Company’s status as a holder of Holdco B Shares (the “Flow-Through Distributions”) shall be distributed by the Company among the corresponding series of Class B Units (and within each Distribution Date, the Paying Agent, such series of Class B Units such Flow-Through Distributions shall be allocated pro rata in accordance with the report delivered for respective Series Sharing Percentages of the Members holding Class B Units in such day pursuant series). Subject to SECTION 5.1(aSection 5.03(d), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Date: upon (i) FIRST, an amount equal the payment of fees by Holdco to the amount calculated Company pursuant to SECTION 4.3(aSection 7(a) of the MIP Agreement, the Company shall be distributed distribute such fees to the Trustee Members in accordance with their Percentage Interests, and Servicer, respectively; (ii) SECONDthe payment of fees by Holdco pursuant to Section 7(b) of the MIP Agreement, an amount equal the Company shall distribute such fees to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate Members pro rata in accordance with each Seller's applicable Seller Percentage their Class B Units that were subject to such Class B Exchange in which such fees were paid by Holdco (the fees paid by Holdco described in clauses (i) and (ii), “Fees”). Notwithstanding anything to the contrary in this Agreement, and for the avoidance of doubt, except as otherwise expressly provided in the Holdco Agreement or as the Sellers may directCorporate Governing Documents, Securities in each case Holdco shall not be distributed by wire transferthe Company unless otherwise determined by the Board in its sole discretion. (b) The Paying Agent Immediately prior to the consummation of a Threshold Capital Transaction or a Class B Exchange by Holdco, the Company shall make all distributions distribute to each Member such Member’s pro rata portion in accordance with the respective Series 2002-Sharing Percentages of the Members holding Class B Units in such series of (i) in the case of a Threshold Capital Transaction, the Holdco B Shares held by the Company, or (ii) in the case of a Class B Exchange, the Class B Exchange Amount. Upon the consummation of such Threshold Capital Transaction or Class B Exchange, as applicable, each Member shall be entitled to receive its pro rata portion in accordance with the respective Series Sharing Percentages of the Members holding Class B Units in such series of any Threshold Capital Proceeds or Holdco A Certificateholder Shares and/or cash in lieu of record fractional Class A Shares, as applicable, distributable or issuable in respect of such Holdco B Shares to the extent set forth in the Holdco Certificate of Incorporation. The Manager shall cause each Member to comply with and be bound by any representations, warranties, covenants and agreements (including indemnification obligations) on a pro rata basis in accordance with the respective Series Sharing Percentages of the Members holding Class B Units in such series, to the extent agreed by the Company in any documentation delivered to Holdco in connection with a Class B Exchange pursuant to the Certificate of Incorporation in accordance with the Section 2.01 Principle. Upon a distribution of Holdco B Shares pursuant to this Section 5.03(b), each Member shall have cancelled, a number of his or her Class B Units equal to that number of Holdco B Shares received by such Member in connection with such Threshold Capital Transaction or Class B Exchange (as applicable), and each such Class B Unit shall be deemed cancelled automatically as of the time of receipt by such Member of the applicable Holdco B Shares, and consequently, the Members shall not be entitled to any distributions in respect of such Class B Units following such cancellation. (c) If the number of Holdco B Shares to be distributed to a Member in connection with a Class B Exchange exceeds the number of Vested Units held by such Member, then, notwithstanding the vesting schedule set forth in the Award Agreement, a number of Unvested Units equal to such excess shall vest as of immediately preceding Record Date (other prior to such Class B Exchange and be cancelled in connection with such Class B Exchange pursuant to Section 5.03(b) up to the Class B Exchange Amount, with any such Class B Units vesting earlier than as provided in Section 9.3 the Award Agreement to be those out of the Master Trust next successive group or groups of Class B Units scheduled to vest under the Award Agreement. (d) Notwithstanding anything to the contrary in this Agreement, if a distribution or amount otherwise payable to the Company pursuant to (or in accordance with) the Company Governing Documents or the Holdco Agreement respecting is reduced as a final distributionresult of the existence of any outstanding amounts under any loan made by Holdco or EMI to a Member to fund such Member’s purchase of EMI Units (a “Management Loan”). Such distributions , then (i) an amount equal to such reduction shall be made PRO RATA deemed to each Series 2002-A Certificateholder have been paid by the Company pursuant to this Section 5.03 to such Member and then paid by such Member to Holdco in reduction of the amounts owing under such Management Loan (based on in accordance with the ratio of terms thereof), and the portion of the Series 2002-A Certificate Balance represented by resulting distribution otherwise due to such Member from the Company shall be reduced accordingly and (ii) the portion of such distribution payable to each Series 2002-A Certificate held by such Certificateholder other Member shall be calculated as though the amount deemed to have been paid to the Series 2002-A Certificate BalanceMember referred to in clause (i) of this Section 5.03(d) had been included in such distribution. (e) The Members acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, no distributions (excluding, for the avoidance of doubt, payments in respect of repurchases or other payments pursuant to Article VIII, if any, which shall be subject to the respective terms and provisions set forth therein) will be made by wire transfer Holdco to each Series 2002-A Certificateholder as such Person's address appears on the Certificate RegisterCompany until after the consummation of a Threshold Capital Transaction.

Distributions. (a1) On each Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw from amounts deposited in the Series 2002-A Certificate Distribution Account during that portion of the Related Collection Period such amount of funds as are necessary Available Distribution Amount equal to provide the Interest Remittance Amount for the payments set forth below that Distribution Date and shall make the following payments disbursements and transfers in the following order on of priority in each case, to the extent of the Interest Remittance Amount remaining for such Distribution Date: (i) FIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Counterparty, first the Trustee Aggregate Strip Amount for such Distribution Date and Servicer, respectivelythen any unpaid Aggregate Strip Amount due from preceding Distribution Dates; (ii) SECONDfirst, an amount equal concurrently to the Quarterly Holders of each Class of Senior Certificates, applied in accordance with the allocation rules set forth in Section 4.01(f) below, the related Monthly Interest due Distributable Amount, on a pro rata basis based on such Monthly Interest Distributable Amount and second, concurrently to each Class of Senior Certificates, applied in accordance with the allocation rules set forth in Section 4.01(f) below, the related Unpaid Interest Shortfall Amount, if any, for each such Class for such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder;on a pro rata basis based on such Unpaid Interest Shortfall Amount. (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Holders of the Class M1 Certificates, the related Monthly Interest Distributable Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderfor such Class of Certificates; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderHolders of the Class M2 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (v) FIFTH, to the Holders of Certificates the Class M3 Certificates, the related Monthly Interest Distributable Amount for such Class of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligationsCertificates; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on Holders of the principal amount Class M4 Certificates, the related Monthly Interest Distributable Amount for such Class of each Subordinated Certificate held by Certificates; (vii) to the Holders of the Class M5 Certificates, the related Monthly Interest Distributable Amount for such Person in an amount not Class of Certificates; (viii) to exceed the outstanding balance Holders of the Class M6 Certificates, the related Monthly Interest Distributable Amount for such Subordinated Class of Certificates; and (viiix) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate Class M7 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates. Any Interest Remittance Amount remaining undistributed after giving effect to subclause (i) through (ix) above shall be used in accordance with each Seller's applicable Seller Percentage or as determining the Sellers may directamount of Net Monthly Excess Cashflow, in each case by wire transferif any, for such Distribution Date. (2) On each Distribution Date, the Trustee shall withdraw from the Distribution Account the Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the following order of priority in each case, to the extent of the Principal Distribution Amount remaining for such Distribution Date: (A) On each Distribution Date (a) prior to the Stepdown Date or (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on which a Trigger Event is in effect, the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions Principal Distribution Amount shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder distributed as such Person's address appears on the Certificate Register.follows:

Distributions. (a) On Subject to Article V of the Indenture, on each Distribution Payment Date, the Paying AgentIndenture Trustee (solely based on information contained in, in accordance with and as directed by, the report Servicer’s Certificate delivered for such day on or before the related Determination Date pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and Section 3.8) shall make the following payments deposits and distributions, to the extent of Available Funds, Advances made on such Payment Date pursuant to Section 4.3(c) and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order on such Distribution Dateof priority: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer (or any predecessor Servicer, respectivelyif applicable) for reimbursement of all outstanding Advances; (ii) SECONDsecond, an amount equal to the Quarterly Interest due on such Distribution Date Servicer, the Servicing Fee and any Additional Amounts all unpaid Servicing Fees with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholderprior Collection Periods; (iii) THIRDthird, if (but only if) a Series 2002-A Rapid Amortization Period has not commencedpro rata based on amounts due, an amount equal to the Series 2002-Class A Quarterly Principal Amortization Amount shall Noteholders, the Accrued Class A Note Interest for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be distributed PRO RATA applied to each Series 2002-the payment of such interest on the Class A CertificateholderNotes on a pro rata basis; (iv) FOURTHfourth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(c) of the Indenture, the First Allocation of Principal, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholderany; (v) FIFTHfifth, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from Class B Noteholders, the Trust Assets are payable, an amount up to Accrued Class B Note Interest for the aggregate of such unpaid obligationsrelated Interest Period; (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based on Principal Distribution Account for distribution to the principal Noteholders in accordance with Section 8.2(c) of the Indenture, the Second Allocation of Principal, if any; (vii) seventh, to the Reserve Account, any additional amounts required to increase the amount of each Subordinated Certificate held by such Person in an amount the Reserve Account up to the Specified Reserve Account Balance; (viii) eighth, to the Owner Trustee and the Indenture Trustee, fees, expenses and indemnification amounts due and owing under this Agreement, the Trust Agreement and the Indenture, as applicable, which have not been previously paid; (ix) ninth, to exceed the outstanding balance of such Subordinated CertificatesServicer, legal expenses and costs incurred pursuant to Section 6.4(b); and (viix) SEVENTHtenth, all remaining amounts to or at the Sellers as Holders direction of the Sellers' Certificate Certificateholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in accordance with each Seller's applicable Seller Percentage or as an acceleration of the Sellers may directNotes, the Indenture Trustee shall apply all amounts on deposit in each case by wire transferthe Collection Account pursuant to Section 5.4(b) of the Indenture. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on After the immediately preceding Record Date (other than as provided payment in Section 9.3 full of the Master Trust Agreement respecting a final distributionNotes and all other amounts payable under Section 4.4(a). Such distributions , all Collections shall be made PRO RATA paid to each Series 2002-A Certificateholder (based on or in accordance with the ratio of instructions provided from time to time by the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate RegisterCertificateholder.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited funds in the Series 2002-A Certificate Account during Account, solely to the Related Collection Period such amount extent of funds as are necessary to provide for the payments set forth below and shall make the following payments Available Funds in the following order on such Distribution DateCertificate Account, as follows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal pro rata to the Quarterly Interest due holders of the Class A Certificates and Class B Certificates, distributions accrued during the related Collection Period at the rate of 6.25% per annum on the stated amount of the Class A Certificates to holders of the Class A Certificates on such Distribution Date and any Additional Amounts with respect 0.80% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderClass B Certificates on such Distribution Date, commencing on September 15, 2004 and ending on the Final Scheduled Distribution Date; (iii) THIRDthird, divided between the Classes in accordance with the proportionate interest of each Class in any delayed interest payments on the Underlying Securities (e.g., 6.25/7.05 to the Class A Certificateholders and 0.80/7.05 to the Class B Certificateholders) and each Class' portion distributed to the holders of each Class pro rata, if (but only if) available, any additional payments paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any interest payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up pro rata to the outstanding Series 2002-Class A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderCertificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (v) FIFTHfifth, to the Holders extent there remain Available Funds in the Certificate Account, to any creditors of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate in satisfaction of such unpaid obligations;liabilities thereto; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fun▇▇ ▇▇▇▇i▇ ▇▇ the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of each Subordinated its Affiliates will have any claim aga▇▇▇▇ ▇▇e ▇▇▇▇t pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate held by Account on such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferDistribution Date. (b) The Paying Agent On an Optional Exchange Date, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder Merrill Lynch & Co. or any of record on the immediately preceding Record Date (its Affiliates, other than the Deposito▇, ▇▇ ▇n▇ ▇▇▇er Person exercising an optional exchange pursuant to Section 7 hereof, as provided the case may be, Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a1) On each Distribution Date, the Paying AgentTrustee, based solely on the information set forth in accordance with the report delivered for such day pursuant to SECTION 5.1(a)Remittance Report, shall withdraw from amounts deposited in the Series 2002-A Certificate Distribution Account during that portion of the Related Collection Period such amount of funds as are necessary Group 1 Available Funds equal to provide the Group 1 Interest Remittance Amount for the payments set forth below that Distribution Date and shall make the following payments disbursements and transfers in the following order on of priority in each case, to the extent of the Group 1 Interest Remittance Amount remaining for such Distribution Date: (i) FIRSTconcurrently, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, the Trust Oversight Manager and the Custodians, the portion of the Trustee Fee, the Trust Oversight Manager Fee and Servicerthe Custodian Fee allocable to Group 1, respectively, for such Distribution Date; (ii) SECONDconcurrently, to the Holders of each Class of Class AF Certificates, the related Monthly Interest Distributable Amount, pro rata based on such Monthly Interest Distributable Amount and second, concurrently, to each Class of Class AF Certificates, the related Unpaid Interest Shortfall Amount, if any, for each such Class for such Distribution Date, pro rata based on such Unpaid Interest Shortfall Amount; and (iii) sequentially, to the Holders of the Class MF-1 Certificates, the Class MF-2 Certificates, the Class MF-3 Certificates, the Class MF-4 Certificates, the Class MF-5 Certificates, the Class MF-6 Certificates, the Class MF-7 Certificates, the Class MF-8 Certificates and the Class MF-9 Certificates, in that order, the related Monthly Interest Distributable Amount for each such Class of Certificates. Any Group 1 Interest Remittance Amount remaining undistributed after giving effect to subclause (i) through (iii) above shall be used in determining the amount of Group 1 Net Monthly Excess Cashflow, if any, for such Distribution Date. (2) On each Distribution Date, the Trustee shall withdraw from the Distribution Account the Group 1 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the following order of priority in each case, to the extent of the Group 1 Principal Distribution Amount remaining for such Distribution Date: A. On each Distribution Date (a) prior to the Group 1 Stepdown Date or (b) on which a Group 1 Trigger Event is in effect, the Trustee will withdraw from the Distribution Account that portion of related Available Funds equal to the Group 1 Principal Distribution Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Group 1 Principal Distribution Amount remaining for such Distribution Date: 1. to the Holders of the Class AF Certificates, allocated as provided below, until the Class Principal Amount thereof has been reduced to zero; and 2. sequentially, to the Holders of the Class MF-1 Certificates, the Class MF-2 Certificates, the Class MF-3 Certificates, the Class MF-4 Certificates, the Class MF-5 Certificates, the Class MF-6 Certificates, the Class MF-7 Certificates, the Class MF-8 Certificates and the Class MF-9 Certificates, in that order, until the Class Principal Amounts thereof have been reduced to zero. B. On each Distribution Date (a) on or after the Group 1 Stepdown Date and (b) on which a Group 1 Trigger Event is not in effect, the Trustee will withdraw from the Distribution Account the Group 1 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the order of priority described below: 1. to the Holders of the Class AF Certificates, allocated as provided below, the Class AF Principal Distribution Amount for such Distribution Date until the Class Principal Amounts thereof have been reduced to zero; and 2. to the holders of the Class MF-1 Certificates, the Class MF-1 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 3. to the holders of the Class MF-2 Certificates, the Class MF-2 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 4. to the holders of the Class MF-3 Certificates, the Class MF-3 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 5. to the holders of the Class MF-4 Certificates, the Class MF-4 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 6. to the holders of the Class MF-5 Certificates, the Class MF-5 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 7. to the holders of the Class MF-6 Certificates, the Class MF-6 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 8. to the holders of the Class MF-7 Certificates, the Class MF-7 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 9. to the holders of the Class MF-8 Certificates, the Class MF-8 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; and 10. to the holders of the Class MF-9 Certificates, the Class MF-9 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero. With respect to the Group 1 Certificates, distributions of principal will be made first to the Class AF-6 Certificates in an amount up to the Class AF-6 Lockout Distribution Amount for such Distribution Date and second, 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, until the Class Principal Amounts thereof have been reduced to zero; provided, however, that for any Distribution Date on or after the date on which the aggregate Class Principal Amount of the Class MF Certificates is reduced to zero and the Group 1 Overcollateralization Amount has been reduced to zero, any distributions of principal to the Class AF Certificates shall be made pro rata based on their respective Class Principal Amounts. Any Group 1 Principal Distribution Amount remaining undistributed after giving effect to clauses (A) and (B) above shall be used in determining the amount of Group 1 Net Monthly Excess Cashflow, if any, for such Distribution Date. (3) On each Distribution Date, the Group 1 Net Monthly Excess Cashflow shall be distributed as follows: (i) to the Holders of the Group 1 Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Group 1 Overcollateralization Increase Amount, payable to such Holders as part of the Quarterly Interest due Group 1 Principal Distribution Amount, and applied in the same order of priority as payments of principal would otherwise be applied on such Distribution Date and any Additional Amounts with respect to reduce the Class Principal Amount of such Certificates until the aggregate Class Principal Amount of such Classes of Certificates is reduced to zero; (ii) concurrently, to the Series 2002-A Series shall be distributed PRO RATA Holders of the Class AF Certificates, any Unpaid Interest Shortfall Amount allocable to each Series 2002-A Certificateholdersuch Class of Certificates, pro rata based on such Unpaid Interest Shortfall Amount; (iii) THIRDsequentially, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Holders of the Class MF-1 Certificates, Class MF-2 Certificates, Class MF-3 Certificates, Class MF-4 Certificates, Class MF-5 Certificates, Class MF-6 Certificates, Class MF-7 Certificates, Class MF-8 Certificates and Class MF-9 Certificates, in that order, any Unpaid Interest Shortfall Amount shall be distributed PRO RATA allocable to each Series 2002-A Certificateholdersuch Class of Certificates; (iv) FOURTHsequentially, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA Holders of the Class MF-1 Certificates, Class MF-2 Certificates, Class MF-3 Certificates, Class MF-4 Certificates, Class MF-5 Certificates, Class MF-6 Certificates, Class MF-7 Certificates, Class MF-8 Certificates and Class MF-9 Certificates, in that order, any related Allocated Realized Loss Amount allocable to each Series 2002-A Certificateholdersuch class not previously reimbursed; (v) FIFTHto the Class C-1 Certificate, the lesser of (i) the Class C-1 Distribution Amount and (ii) the Net WAC Rate Carryover Amount for the Group 1 Certificates (net of amounts on deposit in the Group 1 Net WAC Reserve Fund available to pay related Net WAC Rate Carryover Amounts for the Group 1 Certificates on such Distribution Date) for each Class of Group 1 Certificates provided that, pursuant to Section 3.26 hereof, on any Distribution Date as to which there is any Net WAC Rate Carryover Amount for any Group 1 Certificates, the Trustee will transfer, from amounts that would otherwise be distributable to the Class C-1 Certificates pursuant to this clause, the amount of any Net WAC Rate Carryover Amount for the Group 1 Certificates into the Group 1 Net WAC Reserve Fund, for immediate transfer pursuant to this clause to the related Group 1 Certificates for payment of any Net WAC Rate Carryover Amount for the Group 1 Certificates; (vi) concurrently, to the Holders of Certificates each Class of Class AF Certificates, in an amount equal to each such Class’s previously allocated and not reimbursed share of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payableNet Prepayment Interest Shortfalls, an amount up to the aggregate of pro rata based on such unpaid obligationsNet Prepayment Interest Shortfalls; (vivii) SIXTHsequentially, to the Subordinated Certificateholders PRO RATA based on Holders of the principal amount of each Subordinated Certificate held by such Person Class MF-1 Certificates, Class MF-2 Certificates, Class MF-3 Certificates, Class MF-4 Certificates, Class MF-5 Certificates, Class MF-6 Certificates, Class MF-7 Certificates, Class MF-8 Certificates and Class MF-9 Certificates, in that order, in an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfalls; (viii) concurrently, to exceed the outstanding balance Holders of each Class of Class AF Certificates, in an amount equal to each such Subordinated Class’s previously allocated and not reimbursed share of any Relief Act Interest Shortfalls, pro rata based on such Relief Act Interest Shortfalls; (ix) sequentially, to the Holders of the Class MF-1 Certificates, Class MF-2 Certificates, Class MF-3 Certificates, Class MF-4 Certificates, Class MF-5 Certificates, Class MF-6 Certificates, Class MF-7 Certificates, Class MF-8 Certificates and Class MF-9 Certificates, in that order, in an amount equal to each such Class’ previously allocated and not reimbursed share of any Relief Act Interest Shortfalls; (x) to the Custodians, the Trust Oversight Manager and the Trustee, the portion of any remaining unpaid fees, expenses and indemnity reimbursements payable hereunder or under the related Custodial Agreement allocable to Group 1 without regard to the annual limitation; (xi) to the Holders of the Class C-1 Certificates, the Class C-1 Distribution Amount net of the amount, if any, distributed to the Class C-1 Certificates pursuant to subparagraph (v) on such Distribution Date; and (viixii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate Class R-1 Certificates to the extent attributable to REMIC II and otherwise to the R-I Uncertificated Interests. (1) On each Distribution Date, the Trustee, based solely on the information set forth in accordance with the Remittance Report, shall withdraw from the Distribution Account that portion of the Group 2 Available Funds equal to the Group 2 Interest Remittance Amount for that Distribution Date and make the following disbursements and transfers in the following order of priority in each Seller's applicable Seller Percentage case, to the extent of the Group 2 Interest Remittance Amount remaining for such Distribution Date: (i) concurrently, to the Trustee, the Trust Oversight Manager and the Custodians, the portion of the Trustee Fee, the Trust Oversight Manager Fee and the Custodian Fee allocable to Group 2, respectively, for such Distribution Date; (ii) concurrently, to the Holders of each Class of Class AV Certificates, the related Monthly Interest Distributable Amount, pro rata based on such Monthly Interest Distributable Amount and second, concurrently, to each Class of Class AV Certificates, the related Unpaid Interest Shortfall Amount, if any, for each such Class for such Distribution Date, pro rata based on such Unpaid Interest Shortfall Amount; and (iii) sequentially, to the Holders of the Class MV-1 Certificates, the Class MV-2 Certificates, the Class MV-3 Certificates, the Class MV-4 Certificates, the Class MV-5 Certificates, the Class MV-6 Certificates, the Class MV-7 Certificates, the Class MV-8 Certificates and the Class MV-9 Certificates, in that order, the related Monthly Interest Distributable Amount for each such Class of Certificates. Any Group 2 Interest Remittance Amount remaining undistributed after giving effect to subclause (i) through (iii) above shall be used in determining the amount of Group 2 Net Monthly Excess Cashflow, if any, for such Distribution Date. (2) On each Distribution Date, the Trustee shall withdraw from the Distribution Account the Group 2 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the following order of priority in each case, to the extent of the Group 2 Principal Distribution Amount remaining for such Distribution Date: A. On each Distribution Date (a) prior to the Group 2 Stepdown Date or as (b) on which a Group 2 Trigger Event is in effect, the Sellers may directTrustee will withdraw from the Distribution Account that portion of related Available Funds equal to the Group 2 Principal Distribution Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case by wire transferto the extent of the Group 2 Principal Distribution Amount remaining for such Distribution Date: 1. to the Holders of the Class AV Certificates, allocated as provided below, until the Class Principal Amount thereof has been reduced to zero; and 2. sequentially, to the Holders of the Class MV-1 Certificates, the Class MV-2 Certificates, the Class MV-3 Certificates, the Class MV-4 Certificates, the Class MV-5 Certificates, the Class MV-6 Certificates, the Class MV-7 Certificates, the Class MV-8 Certificates and the Class MV-9 Certificates, in that order, until the Class Principal Amounts thereof have been reduced to zero. B. On each Distribution Date (a) on or after the Group 2 Stepdown Date and (b) The Paying Agent shall on which a Group 2 Trigger Event is not in effect, the Trustee will withdraw from the Distribution Account the Group 2 Principal Distribution Amount for such Distribution Date and make all distributions the following disbursements and transfers in the order of priority described below: 1. to each Series 2002-A Certificateholder the Holders of record on the immediately preceding Record Date (other than Class AV Certificates, allocated as provided in Section 9.3 below, the Class AV Principal Distribution Amount for such Distribution Date until the Class Principal Amounts thereof have been reduced to zero; and 2. to the holders of the Master Trust Agreement respecting a final distribution)Class MV-1 Certificates, the Class MV-1 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 3. Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio holders of the portion Class MV-2 Certificates, the Class MV-2 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 4. to the holders of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by Class MV-3 Certificates, the Class MV-3 Principal Distribution Amount for such Certificateholder Distribution Date until the Class Principal Amount thereof has been reduced to zero; 5. to the Series 2002-A Certificate Balance) by wire transfer holders of the Class MV-4 Certificates, the Class MV-4 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to each Series 2002-A Certificateholder as zero; 6. to the holders of the Class MV-5 Certificates, the Class MV-5 Principal Distribution Amount for such Person's address appears on Distribution Date until the Certificate Register.Class Principal Amount thereof has been reduced to zero; 7. to the holders of the Class MV-6 Certificates, the Class MV-6 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 8. to the holders of the Class MV-7 Certificates, the Class MV-7 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 9. to the holders of the Class MV-8 Certificates, the Class MV-8 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; and 10. to the holders of the Class MV-9 Certificates, the Class MV-9 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero. With respect to the Group 2 Certificates, dis

Distributions. (a) On each Distribution Payment Date, the Paying Agent, in accordance with Trustee shall (based on the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited information contained in the Series 2002-A Servicer's Certificate Account during delivered on the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make related Determination Date) distribute the following payments amounts and in the following order on such Distribution Dateof priority: (i) FIRSTfirst, from the Payment Amount, to the Servicer, the Servicing Fee for the related Monthly Period and any amounts specified in Section 4.2(b); (ii) second, from the Payment Amount, to the Trustee, any accrued and unpaid fees and expenses of the Trustee in accordance with the Indenture; to any Custodian, Backup Servicer or Collateral Agent (including the Servicer, Issuer or Trustee if acting in any such additional capacity), any accrued and unpaid fees and expenses; (iii) third, from the Amount Available, to the Note Payment Account, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectivelyNoteholders' Interest Payment Amount for such Payment Date; (iiiv) SECONDfourth, from the Amount Available, to the Note Payment Account, an amount equal to the Quarterly Interest due on Noteholders' Principal Payment Amount for such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderPayment Date; (iiiv) THIRDfifth, if from the Payment Amount, to the Security Insurer, to the extent of any amounts owing to the Security Insurer under the Insurance Agreement and not paid, whether or not any Seller is also obligated to pay such amounts; (but only ifvi) a Series 2002-A Rapid Amortization Period has not commencedsixth, any remaining Available Funds to the Collateral Agent for deposit in the Spread Account to be applied in accordance with the terms of the Spread Account Agreement; (vii) seventh, an amount equal to the Series 2002-A Quarterly Noteholders' Excess Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTHPayment Amount, if (but only if) a Series 2002-A Rapid Amortization Period has commencedany, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of for such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated CertificatesPayment Date; and (viiviii) SEVENTHeighth, all remaining from the Spread Account, from amounts released under priority SEVENTH of Section 3.03(b) of the Spread Account Agreement, first, to the Sellers as Holders Note Payment Account, an amount equal to the excess of (a) the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as Note Balance (after giving effect to the Sellers may direct, in each case by wire transfer. amount paid under 4.6(iv)) over (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder the Noteholders' Percentage of record on the Aggregate Principal Balance as of the immediately preceding Record Accounting Date (other than as provided in Section 9.3 after giving effect to all payments of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based principal on the ratio of Receivables during the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder related Monthly Period), and, second, any excess to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate RegisterIssuer.

Distributions. (a) On Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Distribution Payment Date, the Paying AgentIndenture Trustee (based solely on information contained in, in accordance with and as directed by, the report Servicer’s Certificate delivered for such day on or before the related Determination Date pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and Section 3.8) shall make the following payments deposits and distributions, to the extent of Available Funds, and any Adjusted Aggregate Delayed Principal Amount, Advances made on such Payment Date pursuant to Section 4.3(c) and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order on such Distribution Dateof priority: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer (or any predecessor Servicer, respectivelyif applicable), for reimbursement of all outstanding Advances, if any; (ii) SECONDsecond, an amount equal to the Quarterly Interest due on such Distribution Date and Servicer, the Servicing Fee, together with any Additional Amounts unpaid Servicing Fees with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholderone or more prior Collection Periods, and any Investment Earnings; (iii) THIRDthird, pro rata, (i) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior Collection Periods), in each case, due and payable under this Agreement, the Trust Agreement and the Indenture, as applicable, and (ii) to the Asset Representations Reviewer, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior Collection Periods) to the extent not previously paid by the Sponsor; provided, that such accrued and unpaid fees, expenses and indemnification amounts payable (A) to the Indenture Trustee pursuant to this clause third may not exceed, in the aggregate, $100,000 per annum, (B) to the Owner Trustee pursuant to this clause third may not exceed, in the aggregate, $75,000 per annum and (C) to the Asset Representations Reviewer pursuant to this clause third may not exceed, in the aggregate, $50,000 per annum; provided further that if (but only if) a Series 2002-A Rapid Amortization Period has not commencedthe accrued and unpaid fees, expenses and indemnification amounts payable to any of the Indenture Trustee, the Owner Trustee or the Asset Representations Reviewer exceeds such cap, such party will receive any unused amount of the other parties’ cap up to an amount equal not to exceed, in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to aggregate, $225,000 per annum on the Payment Date occurring in December of each Series 2002-A Certificateholder;calendar year; 15 Sale and Servicing Agreement (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall Noteholders, the Accrued Note Interest, due and accrued for the related Interest Period (to the extent permitted by law); provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Note Interest, the amounts available will be distributed PRO RATA applied to the payment of such interest on the Notes on a pro rata basis based on the amount of interest owing to each Series 2002-A CertificateholderClass of Notes; (v) FIFTHfifth, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payablePrincipal Distribution Account, an amount up for distribution to the aggregate Noteholders pursuant to Section 8.2(c) of such unpaid obligationsthe Indenture, the Principal Distribution Amount, if any; (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based on Reserve Account, any additional amount required to increase the principal amount of each Subordinated Certificate held by such Person in an amount the Reserve Account up to the Specified Reserve Account Balance; (vii) seventh, pro rata, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, accrued and unpaid fees, expenses and indemnification amounts due and payable under this Agreement, the Trust Agreement, the Indenture and the Asset Representations Review Agreement, as applicable, which have not been previously paid pursuant to exceed clause third due solely to the outstanding balance of such Subordinated Certificatesper annum limitation set forth therein; and (viiviii) SEVENTHeighth, all any remaining amounts funds shall be distributed to or at the Sellers as Holders direction of the Sellers' Certificate Certificateholder. Notwithstanding any other provision of this Section 4.4(a), following the occurrence and during the continuation of an Event of Default which has resulted in accordance with each Seller's applicable Seller Percentage or as an acceleration of the Sellers may directNotes, the Indenture Trustee shall apply all amounts on deposit in each case by wire transferthe Collection Account pursuant to Section 5.4(b) of the Indenture. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on After the immediately preceding Record Date (other than as provided payment in Section 9.3 full of the Master Trust Agreement respecting a final distributionNotes and all other amounts payable under Section 4.4(a). Such distributions , all Collections shall be made PRO RATA paid to each Series 2002-A Certificateholder (based on or in accordance with the ratio of instructions provided from time to time by the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate RegisterCertificateholder.

Distributions. (a) On each Distribution Date, Distributions of Net Cash Flow and Capital Proceeds shall be distributed and applied by the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments Manager in the following order on such Distribution Dateand priority: (i) FIRSTFirst, with regard to Capital Transactions only, to the payment of all expenses of the Company incident to any Capital Transaction; then (ii) Second, with regard to the Capital Transactions only, to the payment of debts and liabilities of the Company then due and outstanding to third-parties; then (iii) Third, with regard to Capital Transactions only, to the establishment of any reasonable Reserves that the Manager deems necessary for liabilities or obligations of the Company; then (iv) Finally, subject to Section 8.04(b)(iv) hereof (which diverts to any non-defaulting Member the Defaulting Member’s share of any distributions hereunder unless and until the non-defaulting Member’s Additional Capital Contribution and Additional Capital Contribution Priority Return have been repaid in full), the balance shall be distributed as follows: (A) To Members, pari passu, in accordance with their accrued but unpaid Additional Contribution Priority Return, if any, until each Member entitled to an Additional Contribution Priority Return is paid such amount in full; (B) To the Members, pari passu, on a pro rata basis in accordance with their Additional Capital Contributions, until their unreturned Additional Capital Contributions are reduced to zero; (C) To the Members, pro rata in accordance with each Member’s Ownership Percentage until such time as each Member has received an Internal Rate of Return of ten percent (10%); (D) Next, after the Members have received a return of all Additional Contribution Priority Returns, Additional Capital Contributions and Capital Contributions, then to each applicable Member an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed aggregate of all Development Cost Overrun Loans, Stonehenge Cost Overrun Loans and BR Cost Overrun Loans made by such Member, all without interest, pari passu to the Trustee and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA Members based on the principal amount amounts outstanding with respect to each Member. (E) Next, pari passu, sixty-two and five tenths percent (62.5%) to the BR Member and thirty-seven and five tenths percent (37.5%) to the Stonehenge Member until such time as each Member has received an Internal Rate of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance Return of such Subordinated Certificatestwenty percent (20%); and (viiF) SEVENTHThereafter, all remaining amounts pari passu, fifty-two and five tenths percent (52.5%) to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer. BR Member and forty-seven and five tenths percent (b47.5%) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate RegisterStonehenge Member.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw the Available Funds from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make distributions to Holders of the following payments Certificates as of the preceding Record Date in the following order on such Distribution Dateof priority, to the extent of the remaining Available Funds: (i) FIRSTto each Class of Senior Certificates (other than any Class of Principal Only Certificates) and the Class S Certificates, an amount equal the Accrued Certificate Interest thereon for such Distribution Date; provided, however, that any shortfall in available amounts shall be allocated among such Classes in proportion to the amount calculated of Accrued Certificate Interest that would otherwise be distributable thereto; (ii) to each Class of Senior Certificates (other than any Class of Principal Only Certificates) and the Class S Certificates, any related Unpaid Class Interest Shortfall for such Distribution Date; provided, however, that any shortfall in available amounts shall be allocated among such Classes in proportion to the Unpaid Class Interest Shortfall for each such Class on such Distribution Date; (iii) to the Classes of Senior Certificates in reduction of the Class Certificate Principal Balances thereof, as set forth in the Senior Principal Priorities hereto; provided, however, that defined terms used in the Senior Principal Priorities shall have the meanings assigned thereto in Article I hereof; (iv) to the Class PO Certificates, any Class PO Deferred Amount for such Distribution Date, up to an amount not to exceed the Junior Optimal Principal Amount for such Distribution Date, until the Class Certificate Principal Balance of such Class has been reduced to zero; provided, that any such amounts distributed to the Class PO Certificates pursuant to SECTION 4.3(athis clause (iv) shall not reduce the Class Certificate Principal Balance thereof; (v) to the Class M Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (vi) to the Class M Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (vii) to the Class M Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (viii) to the Class B1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (ix) to the Class B1 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (x) to the Class B1 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xi) to the Class B2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xii) to the Class B2 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (xiii) to the Class B2 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xiv) to the Class B3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xv) to the Class B3 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (xvi) to the Class B3 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xvii) to the Class B4 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xviii) to the Class B4 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (xix) to the Class B4 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xx) to the Class B5 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xxi) to the Class B5 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; and (xxii) to the Class B5 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date. Notwithstanding the foregoing, amounts otherwise distributable pursuant to clauses (vii), (x), (xiii), (xvi), (xix) and (xxii) on any Distribution Date shall be reduced, in inverse order of priority, by any amount distributed pursuant to clause (iv) on such date, such that such amount distributed pursuant to clause (iv) on such date shall be applied first to reduce the amount distributable pursuant to clause (xxii), and then, to the extent of any excess, applied second, to reduce the amount distributable pursuant to clause (xix), third, to reduce the amount distributable pursuant to clause (xvi), fourth, to reduce the amount distributable pursuant to clause (xiii), fifth, to reduce the amount distributable pursuant to clause (x) and sixth, to reduce the amount distributable pursuant to clause (vii). (b) On each Distribution Date, the Trustee shall distribute to the holder of the Class R Certificate any remaining Available Funds for such Distribution Date after application of all amounts described in clause (a) of this Section 4.01, together with any Unanticipated Recoveries received by the Company in the calendar month preceding the month of such Distribution Date and not distributed on such Distribution Date to the holders of outstanding Certificates of any other Class pursuant to Section 4.01(f), plus any amounts distributable to the holder of the Class R Certificate pursuant to Sections 4.01(e). Any distributions pursuant to this clause (b) shall not reduce the Class Certificate Principal Balance of the Class R Certificate. (c) If on any Distribution Date the Class Certificate Principal Balances of the Junior Certificates have each been reduced to zero, the amount distributable to the Senior Certificates other than the Class PO Certificates pursuant to Section 4.01(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 Principal Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.01(a)(iii). (d) If on any Distribution Date (i) the Class Certificate Principal Balance of the Class M Certificates or any Class of Class B Certificates for which the related Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable pursuant to clauses (ii), (iv) and (v) of the Junior Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (xxii) of Section 4.01(a) have been distributed, such amounts shall be distributed on such Distribution Date to the remaining Classes of Junior Certificates in order of priority, such that no such distribution shall be made to any Class of Junior Certificates while a prior such Class is outstanding. (i) On each Distribution Date prior to the Cross-Over Date, distributions in reduction of the Class Certificate Principal Balances of any Designated Retail Certificates will be made in accordance with the provisions of Section 4.10. With respect to any Class of Designated Retail Certificates, upon the earlier of the Cross-Over Date and the next Distribution Date after the Distribution Date on which the Class Certificate Principal Balance of such Class of Designated Retail Certificates has been reduced to zero, (x) to the extent the balance of funds remaining in the related Rounding Account is less than $999.99, the balance in such Rounding Account shall be restored to $999.99 (or, if less, the sum of such remaining balance and the amount so distributable) from Available Funds otherwise available for distribution on all outstanding Classes of Certificates and (y) such Rounding Account shall be cleared and terminated, and the amounts therein shall be distributed to the Trustee and Servicer, respectively;Class R Certificates on such date (which distribution shall not reduce the Class Certificate Principal Balance thereof). (ii) SECONDAs provided in Section 4.10(f), an amount equal notwithstanding any provisions herein to the Quarterly Interest due contrary, on such Distribution the Cross-Over Date and on each subsequent Distribution Date, distributions in reduction of the Class Certificate Principal Balances of any Additional Amounts with respect to the Series 2002-A Series Class of Designated Retail Certificates shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) made on a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to pro rata basis among the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payablerespective Class, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the Percentage Interest in each such Class represented by each Certificate. The Trustee shall notify the Depository prior to the first Distribution Date on which distributions in respect of principal on any Class of Designated Retail Certificates are to be made on a pro rata basis in accordance with the preceding sentence. On the Cross-Over Date and on each subsequent Distribution Date, the Trustee shall not, and the Depository is not authorized to, make distributions or payments in respect of any Class of Designated Retail Certificates in accordance with any Principal Distribution Request or by Random Lot. (f) In the event that in any calendar month the Company 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 4.03, on the Distribution Date in the next succeeding calendar month the Trustee shall withdraw from the Certificate Account and distribute to the holders of each Subordinated Certificate held by outstanding Class to which such Person 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 outstanding balance amount of such Subordinated Certificates; and (vii) SEVENTHRealized Loss previously allocated to such Class. When the Class Certificate Principal 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 remaining amounts to the Sellers as Holders outstanding Classes of the Sellers' Certificate Certificates entitled thereto in accordance with each Seller's 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 Seller 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 Principal 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 (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 as all Mortgage Loans for purposes of the Sellers may directnext to last sentence of the preceding paragraph), and (ii) with respect to any other Class of Certificates, based on its pro rata share (in each case proportion to the Class Certificate Principal 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 Class PO Certificate with respect to any Mortgage Loan (or Loans) shall be reduced by wire transfer. the aggregate amount previously distributed to such Class on account of the applicable Class PO Deferred Amount in respect of such Mortgage Loan (bor Loans) The Paying Agent shall make all and (ii) the amount by which the distributions to each Series 2002-A Certificateholder the Class PO Certificates have been so reduced shall be distributed to the Classes of record on the immediately preceding Record Date Certificates described in clause (other than as provided in Section 9.3 ii) of the Master Trust Agreement respecting a final distributionpreceding paragraph in the same proportion as described in such clause (ii). Such distributions For purposes of the preceding sentence, any Class PO Deferred Amount distributed to a Class PO Certificate on previous Distribution Dates shall be made PRO RATA deemed to each Series 2002-A Certificateholder 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 ratio amount of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate RegisterRealized Losses so allocated).

Distributions. (aI) On each Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw from amounts deposited in the Series 2002-A Certificate Distribution Account during that portion of Available Funds for such Distribution Date consisting of the Related Collection Period Group I Interest Remittance Amount for such amount of funds as are necessary to provide for the payments set forth below Distribution Date, and shall make the following payments disbursements and transfers in the following order on of priority described below, in each case to the extent of the Group I Interest Remittance Amount remaining for such Distribution Date: (i) FIRSTto the Holders of the Group I Certificates, the Monthly Interest Distributable Amount and the Unpaid Interest Shortfall Amount, if any, allocable to such Certificates for such Distribution Date; and (ii) concurrently, to the Holders of each Class of Group II Certificates, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess, if any, of (x) the amount calculated required to be distributed pursuant to SECTION 4.3(aSection 4.01(a)(II)(i) below for such Distribution Date over (y) the amount actually distributed pursuant to such section from the Group II Interest Remittance Amount. (II) On each Distribution Date the Trustee shall be distributed withdraw from the Distribution Account that portion of Available Funds for such Distribution Date consisting of the Group II Interest Remittance Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the Trustee extent of the Group II Interest Remittance Amount remaining for such Distribution Date: (i) concurrently, to the Holders of each Class of Group II Certificates, on a pro rata basis based on the entitlement of each such Class, the Monthly Interest Distributable Amount and Servicerthe Unpaid Interest Shortfall Amount, respectively;if any, allocable to such Certificates for such Distribution Date; and (ii) SECONDto the Holders of the Group I Certificates, an amount equal to the Quarterly excess, if any, of (x) the amount required to be distributed pursuant to Section 4.01(a)(I)(i) above for such Distribution Date over (y) the amount actually distributed pursuant to such section from the Group I Interest due Remittance Amount. (III) On each Distribution Date, following the distributions made pursuant to Section 4.01(a)(I) and (II) above, the sum of the Group I Interest Remittance Amount and the Group II Interest Remittance Amount remaining undistributed for such Distribution Date, will be distributed sequentially to the Class M-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in an amount equal to the Monthly Interest Distributable Amount allocable to each such Class of Certificates. (I) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the Group I Principal Distribution Amount shall be made in the following amounts and order of priority: (i) to the Holders of the Group I Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (ii) after taking into account the amount distributed to the Holders of the Group II Certificates pursuant to Section 4.01(b)(II)(i) below on such Distribution Date, to the Holders of the Group II Certificates (allocated as described below), until the Certificate Principal Balances thereof have been reduced to zero. (II) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the Group II Principal Distribution Amount shall be made in the following amounts and order of priority: (i) to the Holders of the Group II Certificates (allocated as described below), until the Certificate Principal Balances thereof have been reduced to zero; and (ii) after taking into account the amount distributed to the Holders of the Group I Certificates pursuant to Section 4.01(b)(I)(i) above on such Distribution Date, to the Group I Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (III) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the sum of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining undistributed for such Distribution Date shall be made sequentially to the Class M-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each case, until the Certificate Principal Balance of each such Class has been reduced to zero. (I) On each Distribution Date (a) on or after the Stepdown Date and any Additional Amounts with (b) on which a Trigger Event is not in effect, distributions in respect of principal to the Series 2002-A Series extent of the Group I Principal Distribution Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder;made in the following amounts and order of priority: (iiii) THIRDto the Holders of the Group I Certificates, if the Group I Senior Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; and (but only ifii) a Series 2002-A Rapid Amortization Period has not commencedto the Holders of the Group II Certificates (allocated as described below), an amount equal to the Series 2002-A Quarterly excess, if any, of (x) the amount required to be distributed pursuant to Section 4.01(c)(II)(i) below for such Distribution Date over (y) the amount actually distributed pursuant to Section 4.01(c)(II)(i) below from the Group II Principal Amortization Distribution Amount on such Distribution Date. (II) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the Group II Principal Distribution Amount shall be made in the following amounts and order of priority: (i) to the Holders of the Group II Certificates (allocated as described below), the Group II Senior Principal Distribution Amount until the Certificate Principal Balances thereof have been reduced to zero; and (ii) to the Holders of the Group I Certificates, an amount equal to the excess, if any, of (x) the amount required to be distributed PRO RATA pursuant to Section 4.01(c)(I)(i) above for such Distribution Date over (y) the amount actually distributed pursuant to Section 4.01(c)(I)(i) above from the Group I Principal Distribution Amount on such Distribution Date. (III) On each Series 2002-A CertificateholderDistribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the sum of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining undistributed for such Distribution Date shall be made in the following amounts and order of priority: (i) sequentially, to the Holders of the Class M-1 Certificates, the Class M-2 Certificates and the Class M-3 Certificates, in that order, the Class M-1/M-2/M-3 Principal Distribution Amount until the Certificate Principal Balances thereof have been reduced to zero; (ii) to the Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; (iii) to the Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution Amount until the Certificate Principal Balance shall be distributed PRO RATA thereof has been reduced to each Series 2002-A Certificateholderzero; (v) FIFTH, to the Holders of Certificates of any Series or other Persons the Class M-7 Certificates, the Class M-7 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligationszero; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on Holders of the principal amount of each Subordinated Class M-8 Certificates, the Class M-8 Principal Distribution Amount until the Certificate held by such Person in an amount not Principal Balance thereof has been reduced to exceed the outstanding balance of such Subordinated Certificateszero; and (vii) SEVENTHto the Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero. With respect to the Group II Certificates, all principal distributions will be distributed sequentially to the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates, in that order, until the Certificate Principal Balance of each such Class of Certificates has been reduced to zero; provided, however, on any Distribution Date on which the aggregate Certificate Principal Balance of the Subordinate Certificates has been reduced to zero, all principal distributions will be distributed concurrently to each Class of the Group II Certificates pro rata based on the Certificate Principal Balance of each such Class. (d) On each Distribution Date, the Net Monthly Excess Cashflow shall be distributed as follows: (i) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Extra Principal Distribution Amount, distributable to such Holders as part of the Group I Principal Distribution Amount and/or the Group II Principal Distribution Amount as described under Section 4.01(b) and Section 4.01(c) above; (ii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each case, first up to the Unpaid Interest Shortfall Amount for each such Class and second up to the Allocated Realized Loss Amount, for each such Class; (iii) to the Net WAC Rate Carryover Reserve Account, the amount of any Net WAC Rate Carryover Amounts on the Class A and Mezzanine Certificates for such Distribution Date; (iv) to the Swap Provider, any Swap Termination Payments resulting from a Swap Provider Trigger Event; (v) to the Holders of the Class C Certificates, (a) the Monthly Interest Distributable Amount and any remaining Overcollateralization Release Amount for such Distribution Date and (b) on any Distribution Date on which the Certificate Principal Balances of the Class A Certificates and the Mezzanine Certificates have been reduced to zero, any remaining amounts in reduction of the Certificate Principal Balance of the Class C Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (vi) 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 (vii) any remaining amounts to the Sellers as Holders of the Sellers' Certificate Residual Certificates (in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 respect of the Master Trust Agreement respecting a final distributionappropriate Class R Interest). Such distributions shall be made PRO RATA to On each Series 2002-A Certificateholder (based on the ratio Distribution Date, all amounts representing Prepayment Charges in respect of the portion Mortgage Loans received during the related Prepayment Period and any Servicer Prepayment Charge Amounts paid by the Servicer during the related Prepayment Period will be withdrawn from the Distribution Account and distributed by the Trustee to the Holders of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder Class P Certificates and shall not be available for distribution to the Series 2002-A Certificate Balance) by wire transfer Holders of any other Class of Certificates. The payment of the foregoing amounts to each Series 2002-A Certificateholder as such Person's address appears on the Holders of the Class P Certificates shall not reduce the Certificate RegisterPrincipal Balances thereof.

Distributions. (a1) On each Distribution Date, the Paying AgentSecurities Administrator, based solely on the information set forth in accordance with the report delivered for such day pursuant to SECTION 5.1(a)Remittance Report, shall withdraw from amounts deposited in the Series 2002-A Certificate Distribution Account during that portion of the Related Collection Period such amount of funds as are necessary Available Funds equal to provide the Interest Remittance Amount for the payments set forth below that Distribution Date and shall make the following payments disbursements and transfers in the following order on of priority in each case, to the extent of the Interest Remittance Amount remaining for such Distribution Date: (i) FIRSTconcurrently, to the Securities Administrator, the Trust Oversight Manager and the Custodian, the Securities Administrator Fee, the Trust Oversight Manager Fee and the Custodian Fee, respectively, for such Distribution Date; (ii) first, concurrently to the Holders of each Class of Senior Certificates, applied in accordance with the allocation rules set forth in Section 4.01(f) below, the related Monthly Interest Distributable Amount, on a pro rata basis based on such Monthly Interest Distributable Amount and second, concurrently to each Class of Senior Certificates, applied in accordance with the allocation rules set forth in Section 4.01(f) below, the related Unpaid Interest Shortfall Amount, if any, for each such Class for such Distribution Date on a pro rata basis based on such Unpaid Interest Shortfall Amount. (iii) to the Holders of the Class M-1 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (iv) to the Holders of the Class M-2 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (v) to the Holders of the Class M-3 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (vi) to the Holders of the Class M-4 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (vii) to the Holders of the Class M-5 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (viii) to the Holders of the Class M-6 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; and (ix) to the Holders of the Class M-7 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (x) to the Holders of the Class M-8 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (xi) to the Holders of the Class M-9 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (xii) to the Holders of the Class M-10 Certificates, the Monthly Interest Distributable Amount for such Class of Certificates; and (xiii) to the Holders of the Class M-11 Certificates, the Monthly Interest Distributable Amount for such Class of Certificates. Any Interest Remittance Amount remaining undistributed after giving effect to subclause (i) through (xiii) above shall be used in determining the amount of Net Monthly Excess Cashflow, if any, for such Distribution Date. (2) On each Distribution Date, the Securities Administrator shall withdraw from the Distribution Account the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the following order of priority in each case, to the extent of the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount remaining for such Distribution Date: A. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Securities Administrator will withdraw from the Distribution Account that portion of Available Funds equal to the Group 1 Principal Distribution Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Group 1 Principal Distribution Amount remaining for such Distribution Date: 1. to the holders of the Group 1 Certificates, until the Class Principal Amount thereof has been reduced to zero; and 2. to the holders of the Group 2 Certificates, allocated as provided below, until the Class Principal Amounts thereof have been reduced to zero. B. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Securities Administrator will withdraw from the Distribution Account that portion of Available Funds equal to the Group 2 Principal Distribution Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Group 2 Principal Distribution Amount remaining for such Distribution Date: 1. to the holders of the Group 2 Certificates, allocated as provided below, until the Class Principal Amounts thereof have been reduced to zero; and 2. to the holders of the Group 1 Certificates, until the Class Principal Amount thereof has been reduced to zero. C. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Securities Administrator will withdraw from the Distribution Account that portion of Available Funds equal to the remaining Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount for such Distribution Date, after giving effect to clauses (A) and (B) above, and make the following disbursements and transfers in the order of priority described below: 1. to the holders of the Class M-1 Certificates, until the Class Principal Amount thereof has been reduced to zero; 2. to the holders of the Class M-2 Certificates, until the Class Principal Amount thereof has been reduced to zero; 3. to the holders of the Class M-3 Certificates, until the Class Principal Amount thereof has been reduced to zero; 4. to the holders of the Class M-4 Certificates, until the Class Principal Amount thereof has been reduced to zero; 5. to the holders of the Class M-5 Certificates, until the Class Principal Amount thereof has been reduced to zero; 6. to the holders of the Class M-6 Certificates, until the Class Principal Amount thereof has been reduced to zero; 7. to the holders of the Class M-7 Certificates, until the Class Principal Amount thereof has been reduced to zero; 8. to the holders of the Class M-8 Certificates, until the Class Principal Amount thereof has been reduced to zero; 9. to the holders of the Class M-9 Certificates, until the Class Principal Amount thereof has been reduced to zero; 10. to the holders of the Class M-10 Certificates, until the Class Principal Amount thereof has been reduced to zero; and 11. to the holders of the Class M-11 Certificates, until the Class Principal Amount thereof has been reduced to zero. D. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Securities Administrator will withdraw from the Distribution Account the Group 1 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the order of priority described below: 1. to the holders of the Group 1 Certificates, the Group 1 Senior Principal Distribution Amount until the Class Principal Amount thereof has been reduced to zero; and 2. to the holders of each class of Group 2 Certificates, allocated as provided below, an amount equal to the excess, if any, of (x) the amount calculated required to be distributed pursuant to SECTION 4.3(aclause E.1. below for such Distribution Date over (y) shall be the amount actually distributed pursuant to clause E.1. below from the Group 2 Principal Distribution Amount on such Distribution Date. E. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Securities Administrator will withdraw from the Distribution Account the Group 2 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the order of priority described below: 1. to the Trustee and Servicerholders of each class of the Group 2 Certificates, respectively;allocated as provided below, the Group 2 Senior Principal Distribution Amount, until the Class Principal Amounts thereof have been reduced to zero; and (ii) SECOND2. to the holders of each class of Group 1 Certificates, an amount equal to the Quarterly Interest due excess, if any, of (x) the amount required to be distributed pursuant to clause D.1. above for such Distribution Date over (y) the amount actually distributed pursuant to clause D.1. above from the Group 1 Principal Distribution Amount on such Distribution Date. F. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Securities Administrator will withdraw from the Distribution Account any remaining Group 1 Principal Distribution Amount and Group 2 Principal Distribution Amount, for such Distribution Date, after giving effect to distributions in clauses (D) and (E) above, and make the following disbursements and transfers in the order of priority described below: 1. to the holders of the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 2. to the holders of the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 3. to the holders of the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 4. to the holders of the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 5. to the holders of the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 6. to the holders of the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 7. to the holders of the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 8. to the holders of the Class M-8 Certificates, the Class M-8 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 9. to the holders of the Class M-9 Certificates, the Class M-9 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 10. to the holders of the Class M-10 Certificates, the Class M-10 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero. 11. to the holders of the Class M-11 Certificates, the Class M-11 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero. With respect to the Group 2 Certificates, distributions of principal will be made sequentially to the Class A-2, Class A-3, Class A-4 and Class A-5 Certificates, in that order, until the Class Principal Amounts thereof have been reduced to zero; provided, however, that for any Distribution Date on or after the date on which the aggregate Class Principal Amount of the Mezzanine Certificates is reduced to zero, any distributions of principal to the Group 2 Certificates shall be made pro rata based on their respective Class Principal Amounts. Any Principal Distribution Amount remaining undistributed after giving effect to clauses (A) through (F) above shall be used in determining the amount of Net Monthly Excess Cashflow, if any, for such Distribution Date. (3) On each Distribution Date, the Net Monthly Excess Cashflow shall be distributed as follows: (i) to the Holders of the Class or Classes of Offered Certificates and the Class M-10 and Class M-11 Certificates then entitled to distributions in respect to principal, in an amount equal to the principal portion of any Realized Losses experienced on the related Mortgage Loans during the preceding month, payable to such Holders as part of the applicable Principal Distribution Amount, and applied in the same order of priority as payments of principal would otherwise be applied on such Distribution Date and any Additional Amounts with respect to reduce the Class Principal Amount of such Certificates until the aggregate Class Principal Amount of such Classes of Certificates is reduced to zero; (ii) to the Series 2002-A Series shall Holders of the Class or Classes of Offered Certificates and the Class M-10 and Class M-11 Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Overcollateralization Increase Amount (without taking into account amounts, if any, received under the Swap Agreement), payable to such Holders as part of the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount, as applicable, and applied in the same order of priority as payments of principal would otherwise be distributed PRO RATA applied on such Distribution Date to each Series 2002-A Certificateholderreduce the Class Principal Amount of such Certificates until the aggregate Class Principal Amount of such Classes of Certificates is reduced to zero; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Holders of the Class M-1 Certificates, any Unpaid Interest Shortfall Amount shall be distributed PRO RATA allocable to each Series 2002-A Certificateholdersuch Class of Certificates; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA Holders of the Class M-2 Certificates, any Unpaid Interest Shortfall Amount allocable to each Series 2002-A Certificateholdersuch Class of Certificates; (v) FIFTHto the Holders of the Class M-3 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (vi) to the Holders of the Class M-4 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (vii) to the Holders of the Class M-5 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (viii) to the Holders of the Class M-6 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (ix) to the Holders of the Class M-7 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (x) to the Holders of the Class M-8 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xi) to the Holders of the Class M-9 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xii) to the Holders of the Class M-10 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xiii) to the Holders of the Class M-11 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xiv) sequentially, to the holders of the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, any related Allocated Realized Loss Amount allocable to such class not previously reimbursed; (xv) to the Class C Certificate, the lesser of (i) the Class C Distribution Amount attributable to the Class C Certificates (computed without regard to this subparagraph (xv)) and (ii) the Net WAC Rate Carryover Amount (net of amounts on deposit in the Net WAC Reserve Fund available to pay Net WAC Rate Carryover Amounts on such Distribution Date) for each Class of LIBOR Certificates provided that, pursuant to Section 3.26 hereof, on any Distribution Date as to which there is any Net WAC Rate Carryover Amount for any Class of LIBOR Certificates, the Securities Administrator will transfer, from amounts that would otherwise be distributable to the Class C Certificates pursuant to this clause, the amount of any Net WAC Rate Carryover Amount for the LIBOR Certificates into the Net WAC Reserve Fund, for immediate transfer pursuant to this clause to the related LIBOR Certificates for payment of any Net WAC Rate Carryover Amount for the LIBOR Certificates; (xvi) concurrently, to the Holders of Certificates each Class of Senior Certificates, pro rata, in an amount equal to such Class’ previously allocated and not reimbursed share of any Series or other Persons Net Prepayment Interest Shortfalls allocated to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of each such unpaid obligationsCertificates; (vixvii) SIXTH, to the Subordinated Certificateholders PRO RATA based on Holders of the principal amount of each Subordinated Certificate held by such Person Class M-1 Certificates, in an amount equal to such Class’ previously allocated and not to exceed the outstanding balance reimbursed share of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.any Net Prepayment

Distributions. (a) On each Distribution DateFrom time to time and not less than quarterly, the Paying AgentBoard of Managers shall review the Company’s accounts to determine whether the Company has available cash which is not necessary to retain and can be distributed to its Members. In no event, however, shall funds be advanced or borrowed for purpose of Distributions, if the amount of such Distributions would exceed the Company’s accrued and received revenues for the previous four (4) quarters, less paid and accrued operating costs with respect to such revenues and costs shall be made in accordance with generally accepted accounting principles, consistently applied. Cash Distributions from the report delivered Company to the Sponsor shall only be made in conjunction with Distributions to Members and only out of funds properly allocated to the Sponsor’s account. The Board of Managers shall cause the Company to set aside adequate reserves for such day normal replacements and contingencies (but not for the payment of fees payable to the Advisor). The Company shall make Distributions to the Members pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds this Section 9.2 as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Datefollows: (i) FIRSTFirst, an amount equal Company NAV shall be determined pursuant to this Agreement and Distributions shall be allocated among the Class A Units, the Class C Units, the Class I Units, the Class W Units, the Class Y Units and the Class Z units (as well as any subsequently authorized Class) pro rata in proportion to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectivelyRelative NAV of each Class; (ii) SECONDSecond, an the Distributions allocable to any given Class pursuant to Section 9.2(b)(i) shall be allocated and distributed among the respective holders of Units of such Class pro rata based on their Percentage Interests of such Class with (A) the amount equal of the ongoing distribution fee payable by the Company with respect to Class C Units being deducted from the Quarterly Interest due on such Distribution Date Distributions available to Class C Units pursuant to Section 9.2(b)(i); (B) the amount of the annual Dealer Manager fee payable by the Company with respect to Class I Units being deducted from the Distributions available to Class I Units pursuant to Section 9.2(b)(i); (C) the amount of the annual Dealer Manager fee payable by the Company with respect to Class W Units being deducted from the Distributions available to Class W Units pursuant to Section 9.2(b)(i); and any Additional Amounts (D) the amount of the annual service fee payable by the Company with respect to the Series 2002-A Series Class W Units being deducted from the Distributions available to Class W Units pursuant to Section 9.2(b)(i); all as reserved by the Company for payment or paid by the Company to the Dealer Manager, which amounts shall be deemed distributed PRO RATA to holders of the specified Class of Units. (c) The Company will make no Distributions of in-kind property except for Distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for the dissolution of the Company or Distributions in connection with the liquidation of the Assets in accordance with the terms of this Agreement unless: (i) the Board of Managers advises each Series 2002Member of the risks associated with direct ownership of the property, (ii) the Board of Managers offers each Member the election of receiving in-A Certificateholder; kind property Distributions, and (iii) THIRD, if (but the Company distributes in-kind property only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to those Members who accept such offer by the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders Board of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferManagers. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply solely to the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited extent of Available Funds in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Datefollows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal to the Quarterly Interest due Class A Certificateholders, interest accrued during the related Collection Period at the rate of 6.646% per annum on the Notional Amount of the Class A Certificates and principal distributable on such Class A Certificates on such Distribution Date Date, commencing on November 15, 1998 and any Additional Amounts with respect to ending on the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderFinal Scheduled Distribution Date; (iii) THIRDthird, to the Class A Certificateholders, if (but only if) available, any additional payments owed and paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderClass B Certificateholders, on the Final Scheduled Distribution Date only, a distribution of all Underlying Securities held by the Trust as of such date; (v) FIFTHfifth, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from Trustee, the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations;Ordinary Expenses; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto. Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to any Class of Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount of each Subordinated Certificate held by next Distribution Date on which sufficient funds are available on the Available Funds to pay such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfershortfall. (b) The Paying Agent On the Optional Exchange Date, if applicable, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. or any of record on the immediately preceding Record Date (other than as provided its Affiliates Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a) On each Distribution Date, the Paying Agent, Agent shall withdraw amounts on deposit in the Collection Account and make distributions thereof as described below (to the extent of the Available Distribution Amount) to Holders of the Certificates in the following amounts and order of priority (in accordance with the report delivered information set forth in the Servicing Certificate): (i) concurrently to the Holders of each Class of Class A Certificates, the Current Interest and any Interest Carry Forward Amount for each such Class and Distribution Date, pro rata based on each such Class’s respective entitlement; (ii) to the Holders of the Class M-1 Certificates, the Current Interest and any Interest Carry Forward amount for such day pursuant Class and Distribution Date; (iii) to SECTION 5.1(a)the Holders of the Class M-2 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class and Distribution Date; (iv) (A) on each Distribution Date prior to the Stepdown Date or on or after the Stepdown Date and with respect to which a Trigger Event is in effect, the Principal Distribution Amount shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments be distributed in the following amounts and order on such of priority: (1) to the Holders of the Class A Certificates, concurrently and pro rata as follows: (a) to the Holders of the Certificates in Certificate Group 1, the Certificate Group 1 Percentage of the Principal Distribution DateAmount: (i) FIRST, an amount equal with respect to any Distribution Date prior to the amount calculated pursuant Credit Support Depletion Date, concurrently to SECTION 4.3(a) shall be distributed Holders of the Class A-S Certificates and the Class A-M Certificates, pro rata based on each such Class’s Certificate Principal Balance, until the Certificate Principal Balances of such Classes have been reduced to the Trustee and Servicer, respectivelyzero; (ii) SECOND, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to any Distribution Date on or after the Series 2002Credit Support Depletion Date, sequentially to holders of the Class A-A Series shall be distributed PRO RATA S Certificates and the Class A-M Certificates, in that order, in each case until the Certificate Principal Balance of such Class has been reduced to zero; and (b) to the Holders of the Certificates in Certificate Group 2, the Certificate Group 2 Percentage of the Principal Distribution Amount: (i) first, concurrently to the Holders of the Class A-1F Certificates and the Class A-1V Certificates, pro rata based on each Series 2002-A Certificateholdersuch Class’s Certificate Principal Balance, until the Certificate Principal Balances of such Classes have been reduced to zero; (ii) second, concurrently to the Holders of the Class A-2F Certificates and the Class A-2V Certificates, pro rata based on each such Class’s Certificate Principal Balance, until the Certificate Principal Balances of such Classes have been reduced to zero; (iii) THIRDthird, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal concurrently to the Series 2002-A Quarterly Holders of the Class A-3F Certificates and the Class A-3V Certificates, pro rata based on each such Class’s Certificate Principal Amortization Amount shall be distributed PRO RATA Balance, until the Certificate Principal Balances of such Classes have been reduced to each Series 2002-A Certificateholder;zero; and (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTHfourth, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payableClass A-4 Certificates, an amount up to until the aggregate Certificate Principal Balance of such unpaid obligationsClass has been reduced to zero; (vi2) SIXTH, to the Subordinated Certificateholders PRO RATA based on Holders of the principal amount of each Subordinated Class M-1 Certificates, until the Certificate held by such Person in an amount not to exceed the outstanding balance Principal Balance of such Subordinated CertificatesClass has been reduced to zero; and (vii3) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may directClass M-2 Certificates, in each case by wire transfer. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on until the Certificate Register.Principal Balance of such Class has been reduced to zero;

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw the Available Funds from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make distributions to Holders of the following payments Certificates as of the preceding Record Date in the following order on such Distribution Dateof priority, to the extent of the remaining Available Funds: (i) FIRSTto each Class of Senior Certificates (other than any Class of Principal Only Certificates), an amount equal the Accrued Certificate Interest thereon for such Distribution Date; provided, however, that any shortfall in available amounts shall be allocated among such Classes in proportion to the amount calculated pursuant to SECTION 4.3(a) shall of Accrued Certificate Interest that would otherwise be distributed to the Trustee and Servicer, respectivelydistributable thereto; (ii) SECONDto each Class of Senior Certificates (other than any Class of Principal Only Certificates), an amount equal any related Unpaid Class Interest Shortfall for such Distribution Date; provided, however, that any shortfall in available amounts shall be allocated among such Classes in proportion to the Quarterly Unpaid Class Interest due Shortfall for each such Class on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderDate; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Classes of Senior Certificates in reduction of the Class Certificate Principal Amortization Amount Balances thereof, as set forth in Exhibit O hereto; provided, however, that defined terms used in Exhibit O shall be distributed PRO RATA to each Series 2002-A Certificateholderhave the meanings assigned thereto in Article I hereof; (iv) FOURTHto the Class PO Certificates, if (but only if) a Series 2002-A Rapid Amortization Period has commencedany Class PO Deferred Amount for such Distribution Date, up to an amount up not to exceed the Junior Optimal Principal Amount for such Distribution Date, until the Class Certificate Principal Balance of such Class has been reduced to zero; provided, that any such amounts distributed to the outstanding Series 2002-A Class PO Certificates pursuant to this clause (iv) shall not reduce the Class Certificate Principal Balance shall be distributed PRO RATA to each Series 2002-A Certificateholderthereof; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from Class M Certificates, the Trust Assets are payable, an amount up to the aggregate of Accrued Certificate Interest thereon for such unpaid obligationsDistribution Date; (vi) SIXTHto the Class M Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (vii) to the Class M Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (viii) to the Class B1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (ix) to the Class B1 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (x) to the Class B1 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xi) to the Class B2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xii) to the Class B2 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (xiii) to the Class B2 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xiv) to the Class B3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xv) to the Class B3 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (xvi) to the Class B3 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xvii) to the Class B4 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xviii) to the Class B4 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (xix) to the Class B4 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xx) to the Class B5 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xxi) to the Class B5 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; and (xxii) to the Class B5 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date. Notwithstanding the foregoing, amounts otherwise distributable pursuant to clauses (vii), (x), (xiii), (xvi), (xix) and (xxii) on any Distribution Date shall be reduced, in inverse order of priority, by any amount distributed pursuant to clause (iv) on such date, such that such amount distributed pursuant to clause (iv) on such date shall be applied first to reduce the amount distributable pursuant to clause (xxii), and then, to the Subordinated Certificateholders PRO RATA based extent of any excess, applied second, to reduce the amount distributable pursuant to clause (xix), third, to reduce the amount distributable pursuant to clause (xvi), fourth, to reduce the amount distributable pursuant to clause (xiii), fifth, to reduce the amount distributable pursuant to clause (x) and sixth, to reduce the amount distributable pursuant to clause (vii). (b) On each Distribution Date, the Trustee shall distribute to the holder of the Class R Certificate any remaining Available Funds for such Distribution Date after application of all amounts described in clause (a) of this Section 4.01, together with any Unanticipated Recoveries received by the Company in the calendar month preceding the month of such Distribution Date and not distributed on such Distribution Date to the holders of outstanding Certificates of any other Class pursuant to Section 4.01(f). Any distributions pursuant to this clause (b) shall not reduce the Class Certificate Principal Balance of the Class R Certificate. (c) If on any Distribution Date the Class Certificate Principal Balances of the Junior Certificates have each been reduced to zero, the amount distributable to the Senior Certificates other than the Class PO Certificates pursuant to Section 4.01(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 Principal Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.01(a)(iii). (d) If on any Distribution Date (i) the Class Certificate Principal Balance of the Class M Certificates or any Class of Class B Certificates for which the related Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable pursuant to clauses (ii), (iv) and (v) of the Junior Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (xxii) of Section 4.01(a) have been distributed, such amounts shall be distributed on such Distribution Date to the remaining Classes of Junior Certificates in order of priority, such that no such distribution shall be made to any Class of Junior Certificates while a prior such Class is outstanding. (e) [Reserved] (f) In the event that in any calendar month the Company recovers an amount (an "Unanticipated Recovery") in respect of principal amount of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.03, on the Distribution Date in the next succeeding calendar month the Trustee shall withdraw from the Certificate Account and distribute to the holders of each Subordinated Certificate held by outstanding Class to which such Person 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 outstanding balance amount of such Subordinated Certificates; and (vii) SEVENTHRealized Loss previously allocated to such Class. When the Class Certificate Principal 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 remaining amounts to the Sellers as Holders outstanding Classes of the Sellers' Certificate Certificates entitled thereto in accordance with each Seller's 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 Seller 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 Section 4.01(f). Any distributions made pursuant to this Section 4.01(f) shall not reduce the Class Certificate Principal 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 (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 as all Mortgage Loans for purposes of the Sellers may directnext to last sentence of the preceding paragraph), and (ii) with respect to any other Class of Certificates, based on its pro rata share (in each case proportion to the Class Certificate Principal 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 Class PO Certificate with respect to any Mortgage Loan (or Loans) shall be reduced by wire transfer. the aggregate amount previously distributed to such Class on account of the applicable Class PO Deferred Amount in respect of such Mortgage Loan (bor Loans) The Paying Agent shall make all and (ii) the amount by which the distributions to each Series 2002-A Certificateholder the Class PO Certificates have been so reduced shall be distributed to the Classes of record on the immediately preceding Record Date Certificates described in clause (other than as provided in Section 9.3 ii) of the Master Trust Agreement respecting a final distributionpreceding paragraph in the same proportion as described in such clause (ii). Such distributions For purposes of the preceding sentence, any Class PO Deferred Amount distributed to a Class PO Certificate on previous Distribution Dates shall be made PRO RATA deemed to each Series 2002-A Certificateholder 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 ratio amount of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate RegisterRealized Losses so allocated).

Distributions. On each Interest Payment Date, Trustee shall, in accordance with instructions set out in the applicable Daily Report (following delivery within the time period required under Section 3.5(c) of the Pooling Agreement), distribute to the Holders of Class A Certificates at or before 2:00 p.m., New York City time, all accrued and unpaid interest on the Class A Certificates, and any additional interest payable to the Holders of Class A Certificates pursuant to Section 4.1, to the extent funds are available for such payment in the Carrying Cost Account. In addition, on each Distribution Date and (with respect to clause (b) below) each Principal Payment Date, Trustee shall, in accordance with instructions set out in the applicable Daily Report (following delivery within the time period required under Section 3.5(c) of the Pooling Agreement), distribute to the Holders at or before 2:00 p.m., New York City time, the following amounts: (a) Non-Usage Fees on the Class A Certificates and accrued and unpaid interest on the Class B Certificates, and any additional interest payable to the Holders of Class B Certificates pursuant to Section 4.1, to the extent funds are available for such payment in the Carrying Cost Account (and in the event of any shortfall, the Holders of Class A Certificates shall first be paid such Non-Usage Fees, and the Holders of Class B Certificates shall second be paid such interest); provided that if any interest which was due and payable to the Holders of Class A Certificates on any Interest Payment Date preceding such Distribution Date pursuant to the first sentence of this Section 5.1 has not yet been paid in full, then before any payments are made to the Holders pursuant to this clause (a), all such overdue interest shall first be paid to the Holders of Class A Certificates; (b) on each Principal Payment Date, all funds deposited in the Principal Funding Account on or prior to the most recent Cut-Off Date (but in no event in excess of the Invested Amount) shall be distributed (subject to any applicable notification period) in reduction of the Invested Amount; all such amounts on deposit in the Principal Funding Account shall be paid to the Holders of Class A Certificates until they have been paid or provided for in full before any such amounts are paid to the Holders of Class B Certificates; (c) if, on the Expected Final Payment Date or any Distribution Date falling in an Early Amortization Period, the funds on deposit in the Carrying Cost Account (less any Servicing Fee payable on that day to anyone other than an ICP Person) will be equal to or greater than the Invested Amount (after giving effect to the distribution required by subsection (b)), then an amount equal to such remaining Invested Amount shall be withdrawn from the Carrying Cost Account and distributed in reduction of the Invested Amount; all such amounts withdrawn from the Carrying Cost Account shall be paid to the Holders of Class A Certificates until they have been paid or provided for in full before any such amounts are paid to the Holders of Class B Certificates; (d) any Trustee One-Time Fees payable to the Trustee to the extent that funds have been allocated for those Trustee One- Time Fees pursuant to priority fourth of Section 4.3 or priority third of Section 4.4; and (e) any Additional Amounts payable with respect to Series 1996-1 Certificates to the extent that funds have been allocated for those Additional Amounts pursuant to priority fifth of Section 4.3 or priority fourth of Section 4.4 (and in the event of any shortfall, Additional Amounts shall be paid first to Holders of Class A Certificates (pro rata among such Holders according to the Additional Amounts owed to each of them), and second to Holders of Class B Certificates (pro rata among such Holders according to the Additional Amounts owed to each of them)). On each Distribution Date, the Paying AgentTrustee shall also, in accordance with instructions set out in the report delivered applicable Daily Report (following delivery within the time period required under Section 3.5(c) of the Pooling Agreement), distribute at or before 2:00 p.m., New York City time, the Servicing Fee (after having made the distributions specified in Section 5.1(a) herein) to the Servicer to the extent that funds are available for that purpose in the Carrying Cost Account. On any Business Day, Trustee shall, in accordance with instructions set out in the applicable Daily Report (following delivery within the time period required under Section 3.5(c) of the Pooling Agreement), distribute to the Holders, at or before 2:00 p.m., New York City time, overdue interest payable pursuant to Section 4.1(e) on such Business Day, to the extent funds are available for such day payment in the Carrying Cost Account and such other fees (including Minimum LIBOR Return Fees, Commitment Reduction Fees, Breakage Fees, Non-Usage Fees, Administration Fees, Commitment Fees and Minimum Usage Fees) as shall be due and owing on such day. All distributions pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Date: (i) FIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) this Section 5.1 shall be distributed to the Trustee and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case immediately available funds by wire transfer. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited funds in the Series 2002-A Certificate Account during Account, solely to the Related Collection Period such amount extent of funds as are necessary to provide for the payments set forth below and shall make the following payments Available Funds in the following order on such Distribution DateCertificate Account, as follows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal pro rata to the Quarterly Interest due holders of the Class A Certificates and Class B Certificates, distributions accrued during the related Collection Period at the rate of 6.25% per annum on the stated amount of the Class A Certificates to holders of the Class A Certificates on such Distribution Date and any Additional Amounts with respect 0.095% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderClass B Certificates on such Distribution Date, commencing on August 15, 2004 and ending on the Final Scheduled Distribution Date; (iii) THIRDthird, divided between the Classes in accordance with the proportionate interest of each Class in any delayed interest payments on the Underlying Securities (e.g., 6.25/6.345 to the Class A Certificateholders and 0.095/6.345 to the Class B Certificateholders) and each Class' portion distributed to the holders of each Class pro rata, if (but only if) available, any additional payments paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any interest payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up pro rata to the outstanding Series 2002-Class A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderCertificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (v) FIFTHfifth, to the Holders extent there remain Available Funds in the Certificate Account, to any creditors of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate in satisfaction of such unpaid obligations;liabilities thereto; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Funds r▇▇▇▇▇ ▇n ▇▇▇ Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of each Subordinated its Affiliates will have any claim aga▇▇▇▇ ▇▇e ▇▇▇▇t pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate held by Account on such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferDistribution Date. (b) The Paying Agent On an Optional Exchange Date, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder Merrill Lynch & Co. or any of record on the immediately preceding Record Date (its Affiliates, other than the Deposito▇, ▇▇ ▇n▇ ▇▇▇er Person exercising an optional exchange pursuant to Section 7 hereof, as provided the case may be, Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a) On each Distribution Date, the Paying AgentSecurities Administrator shall distribute out of Interest Funds, to the holder of the Class ES Certificates, the Class ES Distribution Amount for such Distribution Date. (b) On each Distribution Date, the Securities Administrator shall distribute from Interest Funds remaining after the distributions pursuant to clause (a) above, to the extent available in the Certificate Account, in accordance with the report delivered following order of priority: (i) to the Certificate Insurer, accrued and unpaid Certificate Insurer Premiums for such day Distribution Date; (ii) to each class of the Class A Certificates, concurrently, any Current Interest and any Interest Carry Forward Amount with respect to each such class; provided, however, that if Interest Funds remaining after distributions pursuant to SECTION 5.1(a)clause (a) above are insufficient to make a full distribution of the aggregate Current Interest and the aggregate Interest Carry Forward Amount to each Class of the Class A Certificates, shall withdraw from amounts deposited Interest Funds will be distributed pro rata among each class of the Class A Certificates based upon the ratio of (x) the Current Interest and Interest Carry Forward Amount for such class to (y) the total amount of Current Interest and any Interest Carry Forward Amount for the Class A Certificates in the Series 2002-A aggregate; (iii) to the Certificate Account during Insurer, any Certificate Insurer Reimbursement Amounts; (iv) to the Related Collection Period Class M-1 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such amount class; (v) to the Class M-2 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (vi) to the Class M-3 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (vii) to the Class M-4 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (viii) to the Class M-5 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (ix) to the Class M-6 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (x) to the Class B-1 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (xi) to the Class B-2 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (xii) to the Class B-3 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; and (xiii) any remainder pursuant to Section 5.05(f) hereof. On each Distribution Date, subject to the proviso in (ii) above, Interest Funds received on the Group I Mortgage Loans will be deemed to be distributed to the Class R Certificate and Group I Senior Certificates and Interest Funds received on the Group II Mortgage Loans will be deemed to be distributed to the Group II Senior Certificates, in each case, until the related Current Interest and Interest Carry Forward Amount of funds as each such class of Certificates for such Distribution Date has been paid in full. Thereafter, Interest Funds not required for such distributions are necessary available to provide for be applied, if necessary, to the payments set forth below and class or classes of Certificates that are not related to such group of Mortgage Loans. (c) [RESERVED]. (d) On each Distribution Date, the Securities Administrator shall make the following payments distributions from the Certificate Account of an amount equal to the Principal Distribution Amount (other than Extra Principal Distribution Amount) in the following order on of priority, and each such distribution shall be made only after all distributions pursuant to Section 5.05(b) above (excluding Section 5.05(b)(xiii)) shall have been made until such amount shall have been fully distributed for such Distribution Date: (i) FIRST, an amount equal to the amount calculated Certificate Insurer, any Certificate Insurer Reimbursement Amounts, to the extent not otherwise paid pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectivelySection 5.05(b)(iii); (ii) SECOND, an amount equal to the Quarterly Interest due on such Class A and Class R Certificates, the Class A Principal Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.follows:

Distributions. (a) The Trustee shall establish and maintain a Certificate Account, in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 5:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Sections 3.11, 3.13, 3.22 or 3.23, and (iii) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. On each Distribution Date, prior to making any other distributions referred to in Section 4.01, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Date: pay (i) FIRST, an amount equal to itself the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on Trustee's Fee for such Distribution Date and any Additional Amounts with respect other amounts owed to it but remaining unpaid pursuant to Section 3.11(iv), (ii) GEMICO the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; GEMICO Fee for such Distribution Date and (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount Certificate Insurer the Certificate Insurer Fee for such Distribution Date. The Trustee shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to pay the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate GEMICO Fee in accordance with the instructions attached hereto in Exhibit L and shall pay the Certificate Insurer Fee in accordance with the instructions set forth in the Commitment Letters. On each Seller's applicable Seller Percentage or as Distribution Date the Sellers may direct, in each case by wire transfer. (b) The Paying Agent Trustee shall make all distributions distribute to each Series 2002-A Certificateholder of record on as of the immediately next preceding Record Date (other than as provided in Section 9.3 of 9.01 respecting the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA ) either in immediately available funds (by wire transfer or otherwise) to each Series 2002-A the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Trustee at least 5 Business Days prior to the related Record Date, or otherwise by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register, such Certificateholder's share (based on the ratio aggregate of the portion Percentage Interests represented by Certificates of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate applicable Class held by such Certificateholder Holder) of the amounts required to be distributed to such Holder pursuant to this Section 4.01. On each Distribution Date, the Trustee shall withdraw from the Certificate Account that portion of Available Distribution Amount for such Distribution Date consisting of the Interest Remittance Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the Series 2002-extent of the Interest Remittance Amount remaining for such Distribution Date: (i) concurrently, to the Holders of the Class A Certificate Balance) by wire transfer to Certificates and the Class R Certificates, the related Monthly Interest Distributable Amount for each Series 2002-A Certificateholder as such Person's address appears Class for such Distribution Date, on a pro rata basis based on the entitlement of each such class pursuant to this clause (i); (ii) concurrently, to the Holders of the Class A Certificates and the Class R Certificates, the related Unpaid Interest Shortfall Amount, if any, for each such Class for such Distribution Date, on a pro rata basis based on the entitlement of each such class pursuant to this clause (ii); (iii) to the Certificate RegisterInsurer, the Reimbursement Amount; (iv) to the Holders of the Class M-1 Certificates, the Monthly Interest Distributable Amount for such Class for such Distribution Date; (v) to the Holders of the Class M-2 Certificates, the Monthly Interest Distributable Amount for such Class for such Distribution Date; (vi) to the Holders of the Class B Certificates, the Monthly Interest Distributable Amount for such Class for such Distribution Date; and (vii) on the first six Distribution Dates, to the Holders of the Class X Certificates, 20% of the Interest Remittance Amount remaining after distributions pursuant to clause (vi) above. (b) On each Distribution Date (x) prior to the Stepdown Date or (y) on which a Trigger Event is in effect, the Trustee shall withdraw from the Certificate Account an amount equal to the Principal Distribution Amount and distribute to the Certificateholders the following amounts, in the following order of priority, in each case to the extent of the Principal Distribution Amount remaining for such Distribution Date: (i) to the holders of the Class A Certificates (other than the Class A-IO Certificates) and the Class R Certificates, allocated among the Classes of Class A Certificates and Class R Certificates in the manner set forth in Section 4.01(e), until the Certificate Principal Balances thereof have been reduced to zero; (ii) to the Certificate Insurer, the Reimbursement Amount; (iii) to the holders of the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (iv) to the holders of the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (v) to the holders of the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero.

Distributions. (a) On each Distribution DateEach Limited Partner’s allocable portion of Capital Commitment Net Income received from his Capital Commitment Investments, distributions to such Limited Partner that constitute returns of capital, and other Capital Commitment Net Income of the Paying Agent, Partnership (including without limitation Capital Commitment Net Income attributable to Unallocated Capital Commitment Interests) during a fiscal year of the Partnership will be credited to payment of the Investor Notes to the extent required below as of the last day of such fiscal year (or on such earlier date as related distributions are made in accordance the sole discretion of the General Partner) with the report delivered for any cash amount distributable to such day Limited Partner pursuant to SECTION 5.1(a), shall withdraw from amounts deposited clauses (ii) and (vii) below to be distributed within 45 days after the end of each fiscal year of the Partnership (or in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order each case on such Distribution Date:earlier date as selected by the General Partner in its sole discretion) as follows (subject to Section 7.4(c) below): (i) FIRSTFirst, to the payment of interest then due on all Investor Notes (relating to Capital Commitment Investments or otherwise) of such Limited Partner (to the extent Capital Commitment Net Income and distributions or payments from Other Sources do not equal or exceed all interest payments due, the selection of those of such Limited Partner’s Investor Notes upon which interest is to be paid and the division of payments among such Investor Notes to be determined by the Lender or Guarantor); (ii) Second, to distribution to the Limited Partner of an amount equal to the Federal, State and local income taxes on income of the Partnership allocated to such Limited Partner for such year in respect of such Limited Partner’s Capital Commitment Partner Interest (the aggregate amount calculated of any such distribution shall be determined by the General Partner, subject to the limitation that the minimum aggregate amount of such distribution be the tax that would be payable if the taxable income of the Partnership related to all Partners’ Capital Commitment Partner Interests were all allocated to an individual subject to the then-prevailing maximum Federal, New York State and New York City tax rates (taking into account the extent to which such taxable income allocated by the Partnership was composed of long-term capital gains and the deductibility of State and local income taxes for Federal income tax purposes)); provided, that additional amounts shall be paid to the Limited Partner pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectively; this clause (ii) SECOND, an amount equal to the Quarterly Interest due on extent that such Distribution Date and any Additional Amounts with respect amount reduces the amount otherwise distributable to the Series 2002-A Series Limited Partner pursuant to a comparable provision in any other BCE Agreement and there are not sufficient amounts to fully satisfy such provision from the relevant partnership or other entity; provided further, that amounts paid pursuant to the provisions in such other BCE Agreements comparable to the immediately preceding proviso shall be distributed PRO RATA reduce those amounts otherwise distributable to each Series 2002-A Certificateholderthe Limited Partner pursuant to provisions in such other BCE Agreements that are comparable to this clause (ii); (iii) THIRDThird, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA payment in full of the principal amount of the Investor Note financing (A) any Capital Commitment Investment disposed of during or prior to each Series 2002-A Certificateholdersuch fiscal year or (B) any BCE Investments (other than Capital Commitment Investments) disposed of during or prior to such fiscal year, to the extent not repaid from Other Sources; (iv) FOURTHFourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002return to such Limited Partner of (A) all Capital Commitment-A Certificate Balance shall be distributed PRO RATA Related Capital Contributions made in respect of the Capital Commitment Interest to each Series 2002-A Certificateholderwhich any Capital Commitment Investment disposed of during or prior to such fiscal year relates or (B) all capital contributions made to any Blackstone Collateral Entity (other than the Partnership) in respect of interests therein relating to BCE Investments (other than Capital Commitment Investments) disposed of during or prior to such fiscal year (including all principal paid on the related Investor Notes), to the extent not repaid from amounts of Other Sources (other than amounts of CC Carried Interest); (v) FIFTHFifth, to the Holders payment of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses principal (including indemnification any previously deferred amounts) or then owing under all other obligations payable from the Trust Assets are payable, an amount up Investor Notes of such Limited Partner (including those unrelated to the aggregate Partnership), the selection of those of such unpaid obligationsLimited Partner’s Investor Notes to be repaid and the division of payments among such Investor Notes to be determined by the Lender or Guarantor; (vi) SIXTHSixth, up to 50% of any Capital Commitment Net Income remaining after application pursuant to clauses (i) through (v) above shall be applied pro rata to prepayment of principal of all remaining Investor Notes of such Limited Partner (including those unrelated to the Subordinated Certificateholders PRO RATA based on Partnership), the principal amount selection of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance those of such Subordinated CertificatesLimited Partner’s Investor Notes to be repaid, the division of payments among such Investor Notes and the percentage of remaining Capital Commitment Net Income to be applied thereto to be determined by the Lender or Guarantor; and (vii) SEVENTHSeventh, all remaining amounts to such Limited Partner to the Sellers extent of any amount of Capital Commitment Net Income remaining after making the distributions in clauses (i) through (vi) above, and such amount is not otherwise required to be applied to Investor Notes pursuant to the terms thereof. To the extent there is a partial disposition of a Capital Commitment Investment or any other BCE Investment, as Holders applicable, the payments in clauses (iii) and (iv) above shall be based on that portion of the Sellers' Certificate Capital Commitment Investment or other BCE Investment, as applicable, disposed of, and the principal amount and related interest payments of such Investor Note shall be adjusted to reflect such partial payment so that there are equal payments over the remaining term of the related Investor Note. For a Limited Partner who is no longer an employee or officer of Blackstone, distributions shall be made pursuant to clauses (i) through (iii) above, and then, unless the General Partner or its Affiliate has exercised its rights pursuant to Section 8.1 hereof, any remaining income or other distribution in accordance respect of such Limited Partner’s Capital Commitment Partner Interest shall be applied to the prepayment of the outstanding Investor Notes of such Limited Partner, until all such Limited Partner’s Investor Notes have been repaid in full, with any such income or other distribution remaining thereafter distributed to such Limited Partner. Distributions of Capital Commitment Net Income may be made at any other time at the discretion of the General Partner. At the General Partner’s discretion, any amounts distributed to a Limited Partner in respect of such Limited Partner’s Capital Commitment Partner Interest will be net of any interest and principal payable on his Investor Notes for the full period in respect of which the distribution is made. A distribution of Capital Commitment Net Income to the General Partner shall be made contemporaneously with each Seller's applicable Seller Percentage distribution of Capital Commitment Net Income to or as for the Sellers may direct, in each case by wire transferaccounts of the Limited Partners. (b) The Paying Agent [Intentionally omitted] (c) To the extent that the foregoing Partnership distributions and distributions and payments from Other Sources are insufficient to satisfy any principal and/or interest due on Investor Notes, and to the extent that the General Partner in its sole discretion elects to apply this paragraph (c) to any individual payments due, such unpaid interest will be added to the remaining principal amount of such Investor Notes and shall make all distributions to each Series 2002-A Certificateholder of record be payable on the immediately preceding Record Date next scheduled principal payment date (along with any deferred principal and any principal and interest due on such date); provided, that such deferral shall not apply to a Limited Partner that is no longer an employee or officer of Blackstone. All unpaid interest on such Investor Notes shall accrue interest at the interest rate then in effect for such Investor Notes. (d) [Intentionally omitted.] (e) The Capital Commitment Capital Account of each Partner shall be reduced by the amount of any distribution to such Partner pursuant to paragraph (a) of this Section 7.4. (f) At any time that a sale, exchange, transfer or other than as provided in Section 9.3 disposition of a portion of a Capital Commitment Investment is being considered by the Partnership or SP RE VI (a “Capital Commitment Disposable Investment”), at the election of the Master Trust Agreement respecting General Partner each Partner’s Capital Commitment Interest with respect to such Capital Commitment Investment shall be vertically divided into two separate Capital Commitment Interests, a final distributionCapital Commitment Interest attributable to the Capital Commitment Disposable Investment (a Partner’s “Capital Commitment Class B Interest”), and a Capital Commitment Interest attributable to such Capital Commitment Investment excluding the Capital Commitment Disposable Investment (a Partner’s “Capital Commitment Class A Interest”). Such distributions Distributions (including those resulting from a direct or indirect sale, transfer, exchange or other disposition by the Partnership) relating to a Capital Commitment Disposable Investment shall be made PRO RATA only to each Series 2002-holders of Capital Commitment Class B Interests with respect to such Capital Commitment Investment in accordance with their respective Capital Commitment Profit Sharing Percentages relating to such Capital Commitment Class B Interests, and distributions (including those resulting from the direct or indirect sale, transfer, exchange or other disposition by the Partnership) relating to a Capital Commitment Investment excluding such Capital Commitment Disposable Investment shall be made only to holders of Capital Commitment Class A Certificateholder Interests with respect to such Capital Commitment Investment in accordance with their respective Capital Commitment Profit Sharing Percentages relating to such Capital Commitment Class A Interests. (based on g) (i) If the ratio Partnership) is obligated under the Giveback Provisions to contribute to SP RE VI all or a portion of a Giveback Amount with respect to the Capital Commitment SP RE VI Interest (the amount of any such obligation of the portion Partnership being herein called a “Capital Commitment Giveback Amount”), the Partnership shall call for such amounts as are necessary to satisfy such obligation of the Series 2002-A Certificate Balance represented Partnership as determined by the General Partner, in which case each Series 2002-A Certificate held by such Certificateholder Partner and Withdrawn Partner shall contribute to the Series 2002-A Certificate BalancePartnership, in cash, when and as called by the Partnership, such an amount of prior distributions by the Partnership with respect to the Capital Commitment SP RE VI Interest (the “Capital Commitment Recontribution Amount”) by wire transfer which equals such Partner’s pro rata share of prior distributions in connection with (a) the Capital Commitment SP RE VI Investment giving rise to each Series 2002-A Certificateholder as the Capital Commitment Giveback Amount, or (b) if the amounts contributed pursuant to clause (a) above are insufficient to satisfy such Person's address appears on Capital Commitment Giveback Amount, Capital Commitment SP RE VI Investments other than the Certificate Registerone giving rise to such obligation. Each Partner shall promptly contribute to the Partnership upon notice thereof such Partner’s Capital Commitment Recontribution Amount. Prior to such time, the Partnership may, in the General Partner’s discretion (but shall be under no obligation to), provide notice that in the General Partner’s judgment, the potential obligations in respect of the Capital Commitment Giveback Amount will probably materialize (and an estimate of the aggregate amount of such obligations).

Distributions. (a) On No later than 12:00 noon New York time on each Servicer Remittance Date, the Servicer shall deliver to the Trustee a report in computer-readable form (including electronic transmission, provided that a portion of such report relating to certain delinquency information may be delivered in hard copy form rather than computer-readable form) containing such information as to each Mortgage Loan as of such date and such other information as the Trustee shall reasonably require. (b) With respect to funds deposited in the Certificate Account, on each Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and Trustee shall make the following payments allocations, disbursements and transfers in the following order on of priority, and each such Distribution Dateallocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: (i) FIRSTto the Certificate Insurer, the Premium Amount; (ii) to the Trustee, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectivelyTrustee's Fees; (iii) to the Certificate Insurer the lesser of (x) an amount equal to (i) the amount then on deposit in the Certificate Account remaining after the foregoing distributions minus (ii) SECONDthe Insured Distribution Amount for such Distribution Date and (y) the outstanding Reimbursement Amounts, if any, as of such Distribution Date; (iv) from amounts then on deposit in the Certificate Account (including any Insured Payments), to the Class A Certificateholders an amount equal to the Quarterly Class A Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderAmount; (iiiv) THIRDfrom amounts then on deposit in the Certificate Account (including any Insured Payments), if (but only if) a Series 2002-to the Class A Rapid Amortization Period has not commenced, Certificateholders an amount equal to the Series 2002-lesser of (a) the Class A Quarterly Principal Amortization Distribution Amount shall be distributed PRO RATA and (b) the amount remaining in the Certificate Account after distributions pursuant to each Series 2002-A Certificateholderclauses (i) through (iv) above; and; (ivvi) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to from amounts then on deposit in the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTHAccount, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses the Class R Certificates, the amount remaining on such Distribution Date, if any. Notwithstanding clause (including indemnification amountsv) or other obligations payable from above, the Trust Assets are payable, an amount up aggregate amounts distributed on all Distribution Dates to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions to each Series 2002-Class A Certificateholder of record Certificates on the immediately preceding Record Date (other than as provided in Section 9.3 account of the Master Trust Agreement respecting a final distribution)Class A Principal Distribution Amount shall not exceed the aggregate Original Security Balance for the Class A Certificates. Such distributions Distributions of the Class A Principal Distribution Amount shall be made PRO RATA to each Series 2002-allocated as follows: [describe distribution priority among Class A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate RegisterCertificates].

Distributions. (a) On each Distribution Date, the Paying Agent, Trustee shall apply the Available Funds on deposit in accordance with each subaccount of the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period as of such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments Distribution Date in the following manner and order of priority, except that on such the first Distribution DateDate all amounts in the subaccount of the Certificate Account relating to the Class R Certificates (other than investment income) shall be first paid to the Holders of the Class R Certificates: (iA) FIRSTfrom amounts with respect to interest received on the Pooled Certificates of a Pooled Certificate Group and from any transfers from the Prepayment Interest Shortfall Account and the Interest Account, to the Certificateholders of the Class with the same alpha-numeric designation as distributions of interest, an amount equal to interest for such Class accrued at the amount calculated pursuant applicable per annum Pass-Through Rate during the Interest Accrual Period preceding such Distribution Date on its Class Balance immediately prior to SECTION 4.3(a) shall be distributed such Distribution Date, less the sum of any Prepayment Interest Shortfalls to the Trustee extent not covered by funds transferred from the Prepayment Interest Shortfall Account and Servicerthe interest portion of any losses allocated to the Pooled Certificates in the related Pooled Certificate Group, respectivelyplus the portion, if any, of interest accrued for such Class for any prior Distribution Date which remains unpaid; (iiB) SECONDfrom amounts with respect to principal received on the Pooled Certificates of such Pooled Certificate Group, to the Certificateholders of the Class with the same alpha-numeric designation as distributions of principal, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificatesreceived; and (viiC) SEVENTHon each Distribution Date on which a Class of Certificates, all other than the Class R Certificates, is paid in full, Available Funds, if any, remaining amounts in the related subaccount of the Certificate Account (other than investment income) after payment of interest and principal, as described above to Certificateholders of such Class will be distributed to the Sellers as Holders Class R Certificates. If the Trustee has not received a distribution on, or the Pooled Certificate Distribution Date Statement with respect to, the Pooled Certificates of a Pooled Certificate Group by the Sellers' Determination Time, the distribution allocable to the related Class of Certificates will not be made on the immediately following Distribution Date, but, (i) if such distribution and such Pooled Certificate Distribution Date Statement are received by 3:00 p.m. on the fifth Business Day after the Determination Time, the Trustee will make the distribution on the sixth Business Day after the Determination Time (a "Supplemental Distribution Date") or (ii) if received after 3:00 p.m. on the fifth Business Day after the Determination Time, it will be made on the next succeeding Distribution Date, and in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each neither case by wire transferwill additional interest be paid thereon. (b) The Paying Agent All distributions made to Certificateholders of a Class pursuant to Section 3.05(a) on each Distribution Date or on a Supplemental Distribution Date shall make all distributions be allocated pro rata among the outstanding Certificates of such Class based upon their respective Percentage Interests and, except in the case of the final distribution to each Series 2002-A Certificateholder the Certificateholders, shall be made to the Holders of record on the related Record Date. Distributions to any Certificateholder on any Distribution Date shall be made by wire transfer of immediately preceding available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee in writing (which wiring instructions may be in the form of a standing order applicable to all future Distribution Dates) no less than five Business Days prior to the related Record Date (other than as provided or, in Section 9.3 the case of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on initial Distribution Date, no later than the ratio related Record Date) and is the registered owner of the portion of the Series 2002-A Certificates with an aggregate initial Certificate Balance represented of not less than $1,000,000, or otherwise by each Series 2002-A Certificate held check mailed by first class mail to the address of such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on appearing in the Certificate Register. Final distribution to each Certificateholder will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final distribution. (c) Notwithstanding any other provision of this Agreement, the Trustee shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or the accrual of original issue discount that the Trustee reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee does withhold any amount from payments to any Certificateholder pursuant to federal withholding requirements, the Trustee shall indicate the amount withheld to such Certificateholders. (d) The Trustee may conclusively rely on the information set forth in the Pooled Certificate Distribution Date Statements in making the calculations called for in this Section 3.05, including, without limitation, the determinations of the interest and principal to be paid on each Class of Certificates. If the information available to the Trustee in any Pooled Certificate Distribution Date Statement is insufficient to make the calculations provided for in this Section 3.05, the Trustee shall promptly request the underlying trustee with respect to the Pooled Certificates to provide sufficient information in writing, and after receipt of such information the Trustee shall make on the following Distribution Date any necessary adjustments in the application of amounts in the applicable subaccount of the Certificate Account. If such information is not received from such underlying trustee, the Trustee shall not be responsible for making any such adjustment.

Distributions. (1) On each Distribution Date, the Trustee shall withdraw from the Distribution Account that portion of the Available Distribution Amount equal to the Interest Remittance Amount for that Distribution Date and make the following disbursements and transfers in the following order of priority in each case, from and to the extent of the Interest Remittance Amount; provided, however, the distributions made pursuant to Section 4.01(a)(1)(i) hereof shall be made on the related Swap Payment Date to the extent such distributions would be capable of being made on such Distribution Date: (i) to the Supplemental Interest Trust for payment to the Swap Counterparty, any Net Trust Swap Payment (unless an Early Termination Date has occurred) and any Swap Termination Payment (unless the Swap Counterparty is the Defaulting Party or the Sole Affected Party (as defined in the ISDA Master Agreement)) owed to the Swap Counterparty; (ii) concurrently, to the holders of each Class of Senior Certificates, applied in accordance with the allocation rules set forth in Section 4.01(f) below, the related Monthly Interest Distributable Amount, on a pro rata basis based on such Monthly Interest Distributable Amount; (iii) concurrently, to the holders of each Class of Senior Certificates, applied in accordance with the allocation rules set forth in Section 4.01(f) below, any related Unpaid Interest Shortfall Amount, if any, for each such Class for each such Distribution Date on a pro rata basis based on the entitlement of each such Unpaid Interest Shortfall Amount; (iv) to the Holders of the Class M1 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (v) to the Holders of the Class M2 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (vi) to the Holders of the Class M3 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (vii) to the Holders of the Class M4 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (viii) to the Holders of the Class M5 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (ix) to the Holders of the Class M6 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (x) to the Holders of the Class M7 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (xi) to the Holders of the Class M8 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (xii) to the Holders of the Class M9 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (xiii) to the Holders of the Class M10 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; and (xiv) to the Holders of the Class M11 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates. Any Interest Remittance Amount remaining undistributed after giving effect to subclause (i) through (xiv) above shall be used in determining the amount of Net Monthly Excess Cashflow, if any, for such Distribution Date. (2) On each Distribution Date, the Trustee shall withdraw from the Distribution Account the Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the following order of priority in each case to the extent of the Principal Distribution Amount remaining for such Distribution Date: (A) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Principal Distribution Amount shall be distributed as follows; provided, however, that the distribution made pursuant to Section 4.01(a)(2)(A)(i) hereof shall be made on the related Swap Payment Date to the extent such distributions would be capable of being made on such Distribution Date: (i) to the Supplemental Interest Account for payment to the Swap Counterparty, any unpaid Net Trust Swap Payment (unless an Early Termination Date has occurred) and Swap Termination Payment (unless the Swap Counterparty is the Defaulting Party or the Sole Affected Party), in each case remaining after giving effect to Section 4.01(a)(1)(i) for such date of distribution (ii) concurrently: (a) to the Holders of the Class A1 Certificates, the Subgroup 1 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; (b) to the Holders of the Class A2 Certificates, the Subgroup 2 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; and (c) sequentially, as follows: 1. to the Holders of the Class A3 Certificates, the Subgroup 3 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; 2. to the Holders of the Class A4 Certificates, the Subgroup 3 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; and 3. to the Holders of the Class A5 Certificates, the Subgroup 3 Principal Distribution Amount for such Distribution Date, until their respective Certificate Principal Balances thereof have been reduced to zero; provided however, that beginning on the first Distribution Date on or after which the Mezzanine Certificates have been paid in full and the Net Monthly Excess Cashflow and Overcollateralization Amount for such Distribution Date are insufficient to cover Realized Losses on the Subgroup 3 Mortgage Loans, to the Class A3, Class A4 and Class A5 Certificates, pro rata, based on Certificate Principal Balances, the Subgroup 3 Principal Distribution Amount for such Distribution Date, until the respective Certificate Principal Balance have been reduced to zero; provided, after the aggregate Certificate Principal Balance of the classes of Class A Certificates related to a Subgroup is reduced to zero, any amounts remaining available to be distributed to such Classes pursuant to the applicable subclause above will be distributed to the other classes of Class A Certificates related to the other Subgroups, pro rata based on aggregate Certificate Principal Balance, (after the distribution pursuant to the applicable subclause related to such Classes and in accordance with the distribution rules set forth in such subclause), until the respective Certificate Principal Balances thereof have been reduced to zero; (iii) to the Holders of the Class M1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (iv) to the Holders of the Class M2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (v) to the Holders of the Class M3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (vi) to the Holders of the Class M4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (vii) to the Holders of the Class M5 Certificates, until the Certificate Principal Balance thereof has each been reduced to zero; (viii) to the Holders of the Class M6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (ix) to the Holders of the Class M7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (x) to the Holders of the Class M8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (xi) to the Holders of the Class M9 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (xii) to the Holders of the Class M10 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (xiii) to the Holders of the Class M11 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (B) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Principal Distribution Amount shall be distributed as follows; provided, however, the distributions made pursuant to Section 4.01(a)(2)(B)(i) hereof shall be made on the related Swap Payment Date to the extent such distributions would be capable of being made on such Distribution Date: (i) to the Supplemental Interest Account for payment to the Swap Counterparty, any unpaid Net Trust Swap Payment (unless an Early Termination Date has occurred) and Swap Termination Payment (unless the Swap Counterparty is the Defaulting Party or the Sole Affected Party), in each case remaining after giving effect to Section 4.01(a)(1)(i) (unless the Swap Counterparty is the Defaulting Party or the Sole Affected Party) for such date of distribution; (ii) concurrently: (a) to the Holders of the Class A1 Certificates, the Subgroup 1 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; (b) to the Holders of the Class A2 Certificates, the Subgroup 2 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; (c) sequentially, as follows: 1. to the Holders of the Class A3 Certificates, the Subgroup 3 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; 2. to the Holders of the Class A4 Certificates, the Subgroup 3 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; and 3. to the Holders of the Class A5 Certificates, the Subgroup 3 Principal Distribution Amount for such Distribution Date, until the respective Certificate Principal Balances thereof have been reduced to zero; provided however, that beginning on the first Distribution Date on or after which the Mezzanine Certificates have been paid in full and the Net Monthly Excess Cashflow and Overcollateralization Amount for such Distribution Date are insufficient to cover Realized Losses on the Subgroup 3 Mortgage Loans, to the Class A3, Class A4 and Class A5 Certificates, pro rata, based on Certificate Principal Balances, the Subgroup 3 Principal Distribution Amount for such Distribution Date, until the respective Certificate Principal Balance have been reduced to zero; provided, after the aggregate Certificate Principal Balance of the classes of Class A Certificates related to a Subgroup is reduced to zero, any amounts remaining available to be distributed to such Classes pursuant to the applicable subclause above will be distributed to the other classes of Class A Certificates related to the other Subgroups pro rata based on Class Principal Balances, (after the distribution pursuant to the applicable subclause related to such Classes and in accordance with the distribution rules set forth in such subclause), until the respective Certificate Principal Balances thereof have been reduced to zero; (iii) sequentially, as follows: (a) to the Holders of the Class M1 Certificates, the Class M1/M2 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; and (b) to the Holders of the Class M2 Certificates, the Class M1/M2 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; (iv) to the Holders of the Class M3 Certificates, the Class M3 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; (v) to the Holders of the Class M4 Certificates, the Class M4 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; (vi) to the Holders of the Class M5 Certificates, the Class M5 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; (vii) to the Holders of the Class M6 Certificates, the Class M6 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; (viii) to the Holders of the Class M7 Certificates, the Class M7 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; (ix) to the Holders of the Class M8 Certificates, the Class M8 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; (x) to the Holders of the Class M9 Certificates, the Class M9 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; (xi) to the Holders of the Class M10 Certificates, the Class M10 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; and (xii) to the Holders of the Class M11 Certificates, the Class M11 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero. Any Principal Distribution Amount remaining undistributed after giving effect to clauses (A) and (B) above shall be used in determining the amount of Net Monthly Excess Cashflow, if any, for such Distribution Date. (a) On each Distribution Date, the Paying AgentNet Monthly Excess Cashflow shall be distributed as follows; provided, in accordance with however, the report delivered for such day distributions made pursuant to SECTION 5.1(a), Sections 4.01(a)(3)(a)(xxxvii) hereof shall withdraw from amounts deposited in be made on the Series 2002-A Certificate Account during related Swap Payment Date to the Related Collection Period extent such amount distributions would be capable of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order being made on such Distribution Date: (i) FIRSTto the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Overcollateralization Increase Amount, payable to such Holders as part of the amount calculated pursuant Principal Distribution Amount and applied in the same order of priority as payments of principal would otherwise be applied on such Distribution Date to SECTION 4.3(a) shall be distributed reduce the Certificate Principal Balance of such Certificates until the aggregate Certificate Principal Balance of such Classes of Certificates is reduced to the Trustee and Servicer, respectivelyzero; (ii) SECOND, an amount equal to the Quarterly Holders of the Class M1 Certificates, any Unpaid Interest due on Shortfall Amount allocable to such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderClass of Certificates; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Holders of the Class M1 Certificates, any Allocated Realized Loss Amount shall be distributed PRO RATA allocable to each Series 2002-A Certificateholdersuch Class of Certificates; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA Holders of the Class M2 Certificates, any Unpaid Interest Shortfall Amount allocable to each Series 2002-A Certificateholdersuch Class of Certificates; (v) FIFTH, to the Holders of Certificates the Class M2 Certificates, any Allocated Realized Loss Amount allocable to such Class of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligationsCertificates; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on Holders of the principal amount Class M3 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and; (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may directClass M3 Certificates, in each case by wire transfer.any Allocated Realized Loss Amount allocable to such Class of Certificates; (bviii) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 Holders of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA Class M4 Certificates, any Unpaid Interest Shortfall Amount allocable to each Series 2002-A Certificateholder such Class of Certificates; (based on ix) to the ratio Holders of the portion Class M4 Certificates, any Allocated Realized Loss Amount allocable to such Class of Certificates; (x) to the Holders of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by Class M5 Certificates, any Unpaid Interest Shortfall Amount allocable to such Certificateholder Class of Certificates; (xi) to the Series 2002-A Certificate BalanceHolders of the Class M5 Certificates, any Allocated Realized Loss Amount allocable to such Class of Certificates; (xii) by wire transfer to each Series 2002-A Certificateholder as the Holders of the Class M6 Certificates, any Unpaid Interest Shortfall Amount allocable to such Person's address appears on Class of Certificates; (xiii) to the Certificate Register.Holders of the Class M6 Certificates, any Allocated Realized Loss Amount allocable to such Class of Certificates; (xiv) to the Holders of the Class M7 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xv) to the Holders of the Class M7 Certificates, any Allocated Realized Loss Amount allocable to such Class of Certificates; (xvi) to the Holders of the Class M8 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xvii) to the Holders of the Class M8 Certificates, any Allocated Realized Loss Amount allocable

Distributions. (a1) On each Distribution Date, the Paying AgentSecurities Administrator, based solely on the information set forth in accordance with the report delivered for such day pursuant to SECTION 5.1(a)Remittance Report, shall withdraw from amounts deposited in the Series 2002-A Certificate Distribution Account during that portion of the Related Collection Period such amount of funds as are necessary Available Funds equal to provide the Interest Remittance Amount for the payments set forth below that Distribution Date and shall make the following payments disbursements and transfers in the following order of priority in each case, to the extent of the Interest Remittance Amount remaining for such Distribution Date; provided, however, the distributions made pursuant to Section 4.01(a)(1)(i)(a) hereof shall be made on the related Swap Payment Date to the extent such distributions are able to be made on such Distribution Date: (a) first, to the Supplemental Interest Trust, any Net Swap Payment (unless the Swap Provider is the Defaulting Party or the Sole Affected Party (as defined in the ISDA Master Agreement)) owed to the Swap Provider and (b) second, concurrently, to the Securities Administrator, the Trust Oversight Manager and the Custodian, the Securities Administrator Fee, the Trust Oversight Manager Fee and the Custodian Fee, respectively, for such Distribution Date; (ii) first, concurrently to the Holders of each Class of Senior Certificates, applied in accordance with the allocation rules set forth in Section 4.01(f) below, the related Monthly Interest Distributable Amount, on a pro rata basis based on such Monthly Interest Distributable Amount and second, concurrently to each Class of Senior Certificates, applied in accordance with the allocation rules set forth in Section 4.01(f) below, the related Unpaid Interest Shortfall Amount, if any, for each such Class for such Distribution Date on a pro rata basis based on such Unpaid Interest Shortfall Amount. (iii) to the Holders of the Class M-1 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (iv) to the Holders of the Class M-2 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (v) to the Holders of the Class M-3 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (vi) to the Holders of the Class M-4 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (vii) to the Holders of the Class M-5 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (viii) to the Holders of the Class M-6 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; and (ix) to the Holders of the Class M-7 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (x) to the Holders of the Class M-8 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (xi) to the Holders of the Class M-9 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (xii) to the Holders of the Class M-10 Certificates, the Monthly Interest Distributable Amount for such Class of Certificates; and (xiii) to the Holders of the Class M-11 Certificates, the Monthly Interest Distributable Amount for such Class of Certificates. Any Interest Remittance Amount remaining undistributed after giving effect to subclause (i) FIRSTthrough (xiii) above shall be used in determining the amount of Net Monthly Excess Cashflow, if any, for such Distribution Date. (2) On each Distribution Date, the Securities Administrator shall withdraw from the Distribution Account the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the following order of priority in each case, to the extent of the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount remaining for such Distribution Date: A. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Securities Administrator will withdraw from the Distribution Account that portion of Available Funds equal to the Group 1 Principal Distribution Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Group 1 Principal Distribution Amount remaining for such Distribution Date: 1. to the holders of the Group 1 Certificates, allocated as provided below, until the Class Principal Amounts thereof have been reduced to zero; and 2. to the holders of the Group 2 Certificates, allocated as provided below, until the Class Principal Amounts thereof have been reduced to zero. B. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Securities Administrator will withdraw from the Distribution Account that portion of Available Funds equal to the Group 2 Principal Distribution Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Group 2 Principal Distribution Amount remaining for such Distribution Date: 1. to the holders of the Group 2 Certificates, allocated as provided below, until the Class Principal Amounts thereof have been reduced to zero; and 2. to the holders of the Group 1 Certificates, allocated as provided below, until the Class Principal Amounts thereof have been reduced to zero. C. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Securities Administrator will withdraw from the Distribution Account that portion of Available Funds equal to the remaining Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount for such Distribution Date, after giving effect to clauses (A) and (B) above, and make the following disbursements and transfers in the order of priority described below: 1. to the holders of the Class M-1 Certificates, until the Class Principal Amount thereof has been reduced to zero; 2. to the holders of the Class M-2 Certificates, until the Class Principal Amount thereof has been reduced to zero; 3. to the holders of the Class M-3 Certificates, until the Class Principal Amount thereof has been reduced to zero; 4. to the holders of the Class M-4 Certificates, until the Class Principal Amount thereof has been reduced to zero; 5. to the holders of the Class M-5 Certificates, until the Class Principal Amount thereof has been reduced to zero; 6. to the holders of the Class M-6 Certificates, until the Class Principal Amount thereof has been reduced to zero; 7. to the holders of the Class M-7 Certificates, until the Class Principal Amount thereof has been reduced to zero; 8. to the holders of the Class M-8 Certificates, until the Class Principal Amount thereof has been reduced to zero; 9. to the holders of the Class M-9 Certificates, until the Class Principal Amount thereof has been reduced to zero; 10. to the holders of the Class M-10 Certificates, until the Class Principal Amount thereof has been reduced to zero; and 11. to the holders of the Class M-11 Certificates, until the Class Principal Amount thereof has been reduced to zero. D. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Securities Administrator will withdraw from the Distribution Account Group 1 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the order described below: 1. to the holders of the Group 1 Certificates, allocated as provided below, the Group 1 Senior Principal Distribution Amount until the Class Principal Amounts thereof have been reduced to zero; and 2. to the holders of each class of Group 2 Certificates, allocated as provided below, an amount equal to the excess, if any, of (x) the amount calculated required to be distributed pursuant to SECTION 4.3(aclause E.1. below for such Distribution Date over (y) shall be the amount actually distributed pursuant to clause E.1. below from the Group 2 Principal Distribution Amount on such Distribution Date. E. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Securities Administrator will withdraw from the Distribution Account Group 2 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the order described below: 1. to the Trustee and Servicerholders of each class of the Group 2 Certificates, respectively;allocated as provided below, the Group 2 Senior Principal Distribution Amount, until the Class Principal Amounts thereof have been reduced to zero; and (ii) SECOND2. to the holders of each class of Group 1 Certificates, allocated as provided below, an amount equal to the Quarterly Interest due excess, if any, of (x) the amount required to be distributed pursuant to clause D.1. above for such Distribution Date over (y) the amount actually distributed pursuant to clause D.1. above from the Group 1 Principal Distribution Amount on such Distribution Date. F. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Securities Administrator will withdraw from the Distribution Account any remaining Group 1 Principal Distribution Amount and Group 2 Principal Distribution Amount after giving effect to distributions in clauses (D) and (E) above, and make the following disbursements and transfers in the order of priority described below: 1. to the holders of the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 2. to the holders of the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 3. to the holders of the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 4. to the holders of the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 5. to the holders of the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 6. to the holders of the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 7. to the holders of the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 8. to the holders of the Class M-8 Certificates, the Class M-8 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 9. to the holders of the Class M-9 Certificates, the Class M-9 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 10. to the holders of the Class M-10 Certificates, the Class M-10 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero. 11. to the holders of the Class M-11 Certificates, the Class M-11 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero. With respect to the Group 1 Certificates, so long as no Sequential Trigger Event is in effect, distributions of principal will be made concurrently to the Class A-1A and Class A-1B Certificates, pro rata based on their respective Class Principal Amounts, until the Class Principal Amounts thereof have been reduced to zero. With respect to the Group 1 Certificates, if a Sequential Trigger Event is in effect, distributions of principal will be made sequentially to the Class A-1A and Class A-1B Certificates, in that order, until their respective Class Principal Amounts have been reduced to zero. With respect to the Group 2 Certificates, distributions of principal will be made sequentially to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Class Principal Amounts thereof have been reduced to zero; provided, however, that for any Distribution Date on or after the date on which the aggregate Class Principal Amount of the Mezzanine Certificates is reduced to zero, any distributions of principal to the Group 2 Certificates shall be made pro rata based on their respective Class Principal Amounts. Any Principal Distribution Amount remaining undistributed after giving effect to clauses (A) through (F) above shall be used in determining the amount of Net Monthly Excess Cashflow, if any, for such Distribution Date. (3) On each Distribution Date, the Net Monthly Excess Cashflow shall be distributed as follows: (i) to the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates then entitled to distributions in respect to principal, in an amount equal to the principal portion of any Realized Losses experienced on the Mortgage Loans during the preceding month, payable to such Holders as part of the applicable Principal Distribution Amount; (ii) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Overcollateralization Increase Amount, payable to such Holders as part of the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount, as applicable, and applied in the same order of priority as payments of principal would otherwise be applied on such Distribution Date and any Additional Amounts with respect to reduce the Series 2002-A Series shall be distributed PRO RATA Class Principal Amount of such Certificates until the aggregate Class Principal Amount of such Classes of Certificates is reduced to each Series 2002-A Certificateholderzero; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Holders of the Class M-1 Certificates, any Unpaid Interest Shortfall Amount shall be distributed PRO RATA allocable to each Series 2002-A Certificateholdersuch Class of Certificates; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA Holders of the Class M-2 Certificates, any Unpaid Interest Shortfall Amount allocable to each Series 2002-A Certificateholdersuch Class of Certificates; (v) FIFTHto the Holders of the Class M-3 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (vi) to the Holders of the Class M-4 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (vii) to the Holders of the Class M-5 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (viii) to the Holders of the Class M-6 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (ix) to the Holders of the Class M-7 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (x) to the Holders of the Class M-8 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xi) to the Holders of the Class M-9 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xii) to the Holders of the Class M-10 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xiii) to the Holders of the Class M-11 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xiv) concurrently, to the Holders of Certificates each Class of Senior Certificates, pro rata, in an amount equal to such Class’ previously allocated and not reimbursed share of any Series or other Persons Net Prepayment Interest Shortfalls allocated to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of each such unpaid obligationsCertificates; (vixv) SIXTH, to the Subordinated Certificateholders PRO RATA based on Holders of the principal amount of each Subordinated Certificate held by such Person Class M-1 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfalls allocated to exceed the outstanding balance of such Subordinated Certificates; and; (viixvi) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may directClass M-2 Certificates, in each case by wire transfer.an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfalls allocated to such Certificates; (bxvii) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 Holders of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA Class M-3 Certificates, in an amount equal to each Series 2002-A Certificateholder such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfalls allocated to such Certificates; (based on xviii) to the ratio Holders of the portion Class M-4 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.a

Distributions. (a) On each Distribution Date, the Trustee (or the Paying AgentAgent on behalf of the Trustee) shall allocate and distribute the Available Distribution Amount, in accordance with the report delivered if any, for such day pursuant date to SECTION 5.1(a)the interests issued in respect of REMIC I, shall withdraw from amounts deposited REMIC II and REMIC III as specified in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such this Section. (1) On each Distribution Date: (i) FIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on such REMIC I Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA by REMIC I to each Series 2002-A Certificateholder;REMIC II on account of the REMIC I Regular Interests in the amounts and with the priorities set forth in the definition thereof. (iv2) FOURTHOn each Distribution Date, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance REMIC II Distribution Amount shall be distributed PRO RATA by REMIC II to each Series 2002-A Certificateholder;REMIC III on account of the REMIC II Regular Interests in the amounts and with the priorities set forth in the definition thereof. (v3) FIFTHOn each Distribution Date, the REMIC III Distribution Amount shall be deemed to have been distributed by REMIC III to the Holders Certificateholders on account of Certificates the REMIC III Regular Interests represented thereby in the amounts and with the priorities set forth in the definition thereof. (4) On each Distribution Date, the amount, if any, deemed received by the Class SB Certificate in respect of any Series or other Persons the REMIC III Regular Interest IO and under the SB-AM Swap Agreement shall be deemed to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable have been paid on behalf of the Class SB Certificate by the Supplemental Interest Trust Trustee pursuant to Section 4.10 in respect of the Net Swap Payment owed to the Swap Counterparty. On each Distribution Date, the amount, if any, received by the Supplemental Interest Trust Trustee from the Swap Counterparty in respect of the Swap Agreement shall be deemed to have been received by the Supplemental Interest Trust Assets are payableTrustee on behalf of the Class SB Certificate. On each Distribution Date, an amount up amounts paid to the aggregate Class A Certificates, Class M Certificates and Class B Certificates pursuant to Section 4.02(c)(vii) in respect of such unpaid obligations;Basis Risk Shortfall shall be deemed to have been paid by the Class SB Certificateholder pursuant to the SB-AM Swap Agreement. (vi5) SIXTHNotwithstanding the distributions described in this Section 4.02(b), to distribution of funds from the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate Account shall be made only in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferSection 4.02(c). (bc) The On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee and the Supplemental Interest Trust Trustee, shall make all distributions distribute to each Series 2002-A Certificateholder of record on the immediately next preceding Record Date (other than as provided in Section 9.3 9.01 respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Master Trust Agreement respecting a final distribution). Such distributions Servicer or the Paying Agent, as the case may be, or, if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register such Certificateholder's share (which share with respect to each Class of Certificates, shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio aggregate of the portion Percentage Interests represented by Certificates of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate applicable Class held by such Certificateholder Holder of the following amounts), in the following order of priority, in each case to the Series 2002extent of the Available Distribution Amount on deposit in the Certificate Account, plus, with respect to clauses (iv) to (xii) below to the extent of amounts on deposit in the Supplemental Interest Trust Account pursuant to Sections 4.10(c) and 4.11(b), with respect to clauses (vii)(A) and (xi)(C) to the extent of amounts on deposit in the Supplemental Interest Trust Account pursuant to Section 4.12(c), with respect to clauses (vii)(B) and (xi)(C) to the extent of amounts on deposit in the Supplemental Interest Trust Account pursuant to Section 4.12(d), or, with respect to clause (xi)(B) below, to the extent of prepayment charges on deposit in the Certificate Account: (i) to the Class A Certificateholders, pro rata, the Accrued Certificate Interest payable on the Class A Certificates with respect to such Distribution Date, plus any related amounts accrued pursuant to this clause (i) but remaining unpaid from any prior Distribution Date, being paid from and in reduction of the Available Distribution Amount for such Distribution Date; (ii) to the Class M Certificateholders and the Class B Certificateholders, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on the Class M Certificates and Class B Certificates with respect to such Distribution Date, plus any related amounts accrued pursuant to this clause (ii) but remaining unpaid from any prior Distribution Date, sequentially, to the Class M-1S, Class M-2S, Class M-3S, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B Certificateholders, in that order, being paid from and in reduction of the Available Distribution Amount for such Distribution Date; (iii) [reserved]; (iv) the Principal Distribution Amount shall be distributed as follows, to be applied to reduce the Certificate Principal Balance of the applicable Certificates in each case to the extent of the remaining Principal Distribution Amount: (A) first, the Class A Principal Distribution Amount shall be distributed sequentially to the Class A-1 Certificateholders, Class A-2 Certificateholders, Class A-3 Certificateholders and Class A-4 Certificateholders, in that order, in each case until the Certificate Principal Balance thereof has been reduced to zero; (B) second, the Sequential Class M Principal Distribution Amount shall be distributed sequentially to the Class M-1S Certificateholders, Class M-2S Certificateholders and Class M-3S Certificateholders, in that order, in each case until the Certificate Principal Balance thereof has been reduced to zero; (C) third, to the Class M-4 Certificateholders, the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-4 Certificates has been reduced to zero; (D) fourth, to the Class M-5 Certificateholders, the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-5 Certificates has been reduced to zero; (E) fifth, to the Class M-6 Certificateholders, the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-6 Certificates has been reduced to zero; (F) sixth, to the Class M-7 Certificateholders, the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-7 Certificates has been reduced to zero; (G) seventh, to the Class M-8 Certificateholders, the Class M-8 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-8 Certificates has been reduced to zero; (H) eighth, to the Class M-9 Certificateholders, the Class M-9 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-9 Certificates has been reduced to zero; and (I) ninth, to the Class B Certificateholders, the Class B Principal Distribution Amount, until the Certificate Principal Balance of the Class B Certificates has been reduced to zero; and (v) to the Class A Certificateholders, Class M Certificateholders and Class B Certificateholders, the amount of any Prepayment Interest Shortfalls allocated thereto for such Distribution Date, on a pro rata basis based on Prepayment Interest Shortfalls allocated thereto to the extent not offset by Eligible Master Servicing Compensation on such Distribution Date; (vi) to the Class A Certificateholders, Class M Certificateholders and Class B Certificateholders, the amount of any Prepayment Interest Shortfalls previously allocated thereto remaining unpaid from prior Distribution Dates together with interest thereon at the related Pass-Through Rate, on a pro rata basis based on unpaid Prepayment Interest Shortfalls previously allocated thereto; (vii) (A) to the Class A Certificateholders, the amount of any unpaid Basis Risk Shortfalls allocated thereto, on a pro rata basis based on the amount of unpaid Basis Risk Shortfalls allocated thereto, and then (B) sequentially, to the Class M-1S Certificateholders, Class M-2S Certificateholders, Class M-3S Certificateholders, Class M-4 Certificateholders, Class M-5 Certificateholders, Class M-6 Certificateholders, Class M-7 Certificateholders, Class M-8 Certificateholders, Class M-9 Certificateholders and Class B Certificateholders, in that order, the amount of any unpaid Basis Risk Shortfalls allocated thereto; (viii) to the Class A Certificateholders, Class M Certificateholders and Class B Certificateholders, Relief Act Shortfalls allocated thereto for such Distribution Date, on a pro rata basis based on Relief Act Shortfalls allocated thereto for such Distribution Date, (ix) first, to the Class A Certificateholders, the principal portion of any Realized Losses previously allocated to those Certificates and remaining unreimbursed, on a pro rata basis based on their respective principal portion of any Realized Losses previously allocated to those Certificates and remaining unreimbursed, and then, sequentially, to the Class M-1S Certificateholders, Class M-2S Certificateholders, Class M-3S Certificateholders, Class M-4 Certificateholders, Class M-5 Certificateholders, Class M-6 Certificateholders, Class M-7 Certificateholders, Class M-8 Certificateholders, Class M-9 Certificateholders and Class B Certificateholders, in that order, the principal portion of any Realized Losses previously allocated to such Class and remaining unreimbursed; (x) to the Supplemental Interest Trust Account for payment to the Swap Counterparty, any Swap Termination Payments due to a Swap Counterparty Trigger Event; (xi) to the Class SB Certificates, (A) from the amount, if any, of the Excess Cash Flow remaining after the foregoing distributions, the sum of (I) Accrued Certificate BalanceInterest thereon, (II) by wire transfer the amount of any Overcollateralization Reduction Amount for such Distribution Date, (III) the amount of any Hedge Shortfall Amount and Hedge Shortfall Carry-Forward Amount for such Distribution Date and (IV) for any Distribution Date after the Certificate Principal Balance of each Class of Class A Certificates, Class M Certificates and Class B Certificates has been reduced to zero, the Overcollateralization Amount, (B) from prepayment charges on deposit in the Certificate Account, any prepayment charges received on the Mortgage Loans during the related Prepayment Period and (C) from the Corridor Agreements Payment for such Distribution Date, the amount of such payments remaining after the foregoing distributions; and (xii) to the Holders of Component III of the Class R Certificates, the balance, if any, of the Excess Cash Flow. (d) Notwithstanding the foregoing clause (c), upon the reduction of the Certificate Principal Balance of a Class of Class A Certificates, Class M Certificates or Class B Certificates to zero, such Class of Certificates will not be entitled to further distributions pursuant to Section 4.02. (e) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each Series 2002-A Certificateholder indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as such Person's address appears on agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate RegisterOwners that it represents. None of the Trustee, the Certificate Registrar, the Depositor or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law. (f) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that a final distribution with respect to any Class of Certificates will be made on a future Distribution Date, the Master Servicer shall, no later than 40 days prior to such final distribution, notify the Trustee and the Trustee shall, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, distribute, or cause to be distributed, to each Holder of such Class of Certificates a notice to the effect that: (i) the Trustee anticipates that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates from and after the end of the prior calendar month. In the event that Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) do not surrender their Certificates for final cancellation, the Trustee shall cause funds distributable with respect to such Certificates to be withdrawn from the Certificate Account and credited to a separate escrow account for the benefit of such Certificateholders as provided in Section 9.01(d). (g) The Trustee shall distribute all Premiums in the Certificate Account on each Distribution Date to the Class SB Certificateholders, or its designee, on such Distribution Date.

Distributions. (a) On Except as otherwise provided in Section 3(c), on each applicable Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw from amounts deposited apply Available Funds in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments follows in the following order on such Distribution Dateof priority: (i) FIRSTthe Trustee will pay the interest portion of Available Funds (subject to Section 5(c) and Section 5(d) below): (a) first, to the Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (b) second, to the holders of the Class A-1 Certificates and to the holders of the Class A-2 Certificates, interest accrued and unpaid on each such Class pro rata in proportion to their entitlements thereto. (ii) the Trustee will pay the principal portion of Available Funds: (a) first, to the Trustee, as reimbursement for any remaining Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (b) second, to the holders of the Class A-1 Certificates, the Certificate Principal Amount. (b) Distributions of interest on the Class A-1 Certificates and Class A-2 Certificates may be deferred as a result of the deferral of payment on the Underlying Securities. Distributions on the Underlying Securities may be deferred pursuant to the Underlying Securities Trust Agreement for up to ten consecutive semiannual interest periods (each, a "Deferral Period") provided that no Deferral Period may extend beyond the Final Scheduled Distribution Date. During any Deferral Period, interest on the Underlying Securities will continue to accrue at the applicable rate per annum compounded semi-annually. Interest on deferred and compounded interest on the Class A-1 Certificates and Class A-2 Certificates will be owing only to the extent that such interest is actually received by the Trustee on the Underlying Securities. (c) Notwithstanding the foregoing, if the Underlying Securities are redeemed, prepaid or liquidated in whole or in part for any reason (including a Special Event) other than due to the occurrence of an Event of Default or at their maturity, the Trustee shall apply Available Funds in the following order of priority: (i) first, to the Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; (ii) second, to the holders of the Class A-1 Certificates, an amount equal to the outstanding principal amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee thereof plus accrued and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholderunpaid interest thereon; (iii) THIRDthird, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA holders of the Class A-2 Certificates, the present value of all amounts that would otherwise have been payable on the Class A-2 Certificates for the period from the date of such redemption or prepayment to each Series 2002-A Certificateholder;the Final Scheduled Distribution Date using a discount rate of 8.375% per annum, assuming no delinquencies, deferrals, redemptions or prepayments on the Underlying Securities; and (iv) FOURTHfourth, any remainder to the holders of the Class A-1 Certificates and the Class A-2 Certificates pro rata in proportion to the ratio of the Class A-1 Allocation to the Class A-2 Allocation. (d) Notwithstanding the foregoing, if (but only if) a Series 2002-A Rapid Amortization Period has commencedthe Underlying Securities are redeemed, an amount up prepaid or liquidated in whole or in part due to the outstanding Series 2002-A Certificate Balance occurrence of an Event of Default, the Trustee shall be distributed PRO RATA apply Available Funds to each Series 2002-A Certificateholder;the holders of the Class A-1 Certificates and the holders of the Class A-2 Certificates in accordance with the ratio of the Class A-1 Allocation to the Class A-2 Allocation. (ve) FIFTHUnless otherwise instructed by holders of Certificates representing a majority of the Voting Rights, thirty (30) days after giving notice pursuant to Section 8 hereof, the Trustee shall sell the Underlying Securities pursuant to Section 13 hereof and deposit the Liquidation Proceeds, if any, into the Certificate Account for distribution not later than two (2) Business Days after the receipt of immediately available funds in accordance with Section 5(d) hereof. (f) If the Trustee receives non-cash property in respect of the Underlying Securities as a result of a payment default on the Underlying Securities (including from the sale thereof), the Trustee will promptly give notice to the Holders of Depository, or for any Certificates of any Series which are not then held by DTC or other Persons to whom any other accrued depository, directly to the registered holders of the Certificates then outstanding and unpaid. Such notice shall state that the Trustee shall and the Trustee shall, not later than 30 days after the receipt of such property, allocate and distribute such property to the holders of Class A-1 Certificates and Class A-2 Certificates then outstanding and unpaid expenses (including indemnification amountsafter deducting the costs incurred in connection therewith) or in accordance with Section 5(d) hereof. Property other obligations payable from than cash will be liquidated by the Trust Assets are payableTrustee, an amount up and the proceeds thereof distributed in cash, only to the aggregate extent necessary to avoid distribution of fractional securities to Certificateholders. In-kind distribution of such unpaid obligations; (vi) SIXTH, property to the Subordinated Certificateholders PRO RATA based on will be deemed to reduce the principal amount of each Subordinated Certificate held by Certificates on a dollar-for-dollar basis. (g) Subject to Section 9(f) hereof, to the extent Available Funds are insufficient to make any required distributions due to any Class of Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date (or date referred to in Section 5(h) hereof) on which sufficient funds are available to pay such Person in an amount not shortfall. (h) If a payment with respect to exceed the outstanding balance Underlying Securities is made to the Trustee after the payment date of the Underlying Securities on which such payment was due, then the Trustee will distribute any such amounts received on the next occurring Business Day (a "Special Distribution Date") as if the funds had constituted Available Funds on the Distribution Date immediately preceding such Special Distribution Date; provided, however, that the Record Date for such Special Distribution Date shall be five Business Days prior to the day on which the related payment was received from the Underlying Securities Trustee. (i) Notwithstanding Section 3.12 of the Standard Terms, if the Underlying Securities Issuer ceases to file periodic reports as required under the Exchange Act, the Depositor shall within a reasonable time instruct the Trustee to distribute the Underlying Securities in-kind to the Class A-1 Certificateholders or sell the Underlying Securities and distribute the proceeds of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts sale to the Sellers as Holders of the Sellers' Certificate certificateholders in accordance with each Seller's applicable Seller Percentage or as Section 5(c); provided, however, the Sellers may direct, in each case by wire transfer. (b) The Paying Agent Trustee shall make all distributions to each Series 2002-A Certificateholder not sell the Underlying Securities unless the proceeds of record on such sale would exceed the immediately preceding Record Date (other than as provided in Section 9.3 sum of the Master Trust Agreement respecting a final distribution). Such distributions amounts to be distributed pursuant to clauses 5(c)(i) and 5(c)(ii) above; and provided, further, the Depositor shall be made PRO RATA not instruct the Trustee to each Series 2002-A Certificateholder distribute or sell the Underlying Securities pursuant to this clause unless the Underlying Securities Issuer has either (based on x) stated in writing that it intends permanently to cease filing reports required under the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder Exchange Act or (y) failed to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Registerfile any required reports for one full calendar year.

Distributions. (a1) On each Distribution Date, the Paying AgentSecurities Administrator, based solely on the information set forth in accordance with the report delivered for such day pursuant to SECTION 5.1(a)Remittance Report, shall withdraw from amounts deposited in the Series 2002-A Certificate Distribution Account during that portion of the Related Collection Period such amount of funds as are necessary Available Funds equal to provide the Interest Remittance Amount for the payments set forth below that Distribution Date and shall make the following payments disbursements and transfers in the following order on of priority in each case, to the extent of the Interest Remittance Amount remaining for such Distribution Date: (i) FIRSTconcurrently, to the Securities Administrator, the Trust Oversight Manager and the Custodian, the Securities Administrator Fee, the Trust Oversight Manager Fee and the Custodian Fee, respectively, for such Distribution Date; (ii) first, concurrently to the Holders of each Class of Senior Certificates, applied in accordance with the allocation rules set forth in Section 4.01(f) below, the related Monthly Interest Distributable Amount, on a pro rata basis based on such Monthly Interest Distributable Amount and second, concurrently to each Class of Senior Certificates, applied in accordance with the allocation rules set forth in Section 4.01(f) below, the related Unpaid Interest Shortfall Amount, if any, for each such Class for such Distribution Date on a pro rata basis based on such Unpaid Interest Shortfall Amount. (iii) to the Holders of the Class M-1 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (iv) to the Holders of the Class M-2 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (v) to the Holders of the Class M-3 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (vi) to the Holders of the Class M-4 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (vii) to the Holders of the Class M-5 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (viii) to the Holders of the Class M-6 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; and (ix) to the Holders of the Class M-7 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (x) to the Holders of the Class M-8 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (xi) to the Holders of the Class M-9 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (xii) to the Holders of the Class M-10 Certificates, the Monthly Interest Distributable Amount for such Class of Certificates; and (xiii) to the Holders of the Class M-11 Certificates, the Monthly Interest Distributable Amount for such Class of Certificates. Any Interest Remittance Amount remaining undistributed after giving effect to subclause (i) through (xiii) above shall be used in determining the amount of Net Monthly Excess Cashflow, if any, for such Distribution Date. (2) On each Distribution Date, the Securities Administrator shall withdraw from the Distribution Account the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the following order of priority in each case, to the extent of the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount remaining for such Distribution Date: A. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Securities Administrator will withdraw from the Distribution Account that portion of Available Funds equal to the Group 1 Principal Distribution Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Group 1 Principal Distribution Amount remaining for such Distribution Date: 1. to the holders of the Group 1 Certificates, until the Class Principal Amount thereof has been reduced to zero; and 2. to the holders of the Group 2 Certificates, allocated as provided below, until the Class Principal Amounts thereof have been reduced to zero. B. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Securities Administrator will withdraw from the Distribution Account that portion of Available Funds equal to the Group 2 Principal Distribution Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Group 2 Principal Distribution Amount remaining for such Distribution Date: 1. to the holders of the Group 2 Certificates, allocated as provided below, until the Class Principal Amounts thereof have been reduced to zero; and 2. to the holders of the Group 1 Certificates, until the Class Principal Amount thereof has been reduced to zero. C. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Securities Administrator will withdraw from the Distribution Account that portion of Available Funds equal to the remaining Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount for such Distribution Date, after giving effect to clauses (A) and (B) above, and make the following disbursements and transfers in the order of priority described below: 1. to the holders of the Class M-1 Certificates, until the Class Principal Amount thereof has been reduced to zero; 2. to the holders of the Class M-2 Certificates, until the Class Principal Amount thereof has been reduced to zero; 3. to the holders of the Class M-3 Certificates, until the Class Principal Amount thereof has been reduced to zero; 4. to the holders of the Class M-4 Certificates, until the Class Principal Amount thereof has been reduced to zero; 5. to the holders of the Class M-5 Certificates, until the Class Principal Amount thereof has been reduced to zero; 6. to the holders of the Class M-6 Certificates, until the Class Principal Amount thereof has been reduced to zero; 7. to the holders of the Class M-7 Certificates, until the Class Principal Amount thereof has been reduced to zero; 8. to the holders of the Class M-8 Certificates, until the Class Principal Amount thereof has been reduced to zero; 9. to the holders of the Class M-9 Certificates, until the Class Principal Amount thereof has been reduced to zero; 10. to the holders of the Class M-10 Certificates, until the Class Principal Amount thereof has been reduced to zero; and 11. to the holders of the Class M-11 Certificates, until the Class Principal Amount thereof has been reduced to zero. D. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Securities Administrator will withdraw from the Distribution Account the Group 1 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the order of priority described below: 1. to the holders of the Group 1 Certificates, the Group 1 Senior Principal Distribution Amount until the Class Principal Amount thereof has been reduced to zero; and 2. to the holders of each class of Group 2 Certificates, allocated as provided below, an amount equal to the excess, if any, of (x) the amount calculated required to be distributed pursuant to SECTION 4.3(aclause E.1. below for such Distribution Date over (y) shall be the amount actually distributed pursuant to clause E.1. below from the Group 2 Principal Distribution Amount on such Distribution Date. E. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Securities Administrator will withdraw from the Distribution Account the Group 2 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the order of priority described below: 1. to the Trustee and Servicerholders of each class of the Group 2 Certificates, respectively;allocated as provided below, the Group 2 Senior Principal Distribution Amount, until the Class Principal Amounts thereof have been reduced to zero; and (ii) SECOND2. to the holders of each class of Group 1 Certificates, an amount equal to the Quarterly Interest due excess, if any, of (x) the amount required to be distributed pursuant to clause D.1. above for such Distribution Date over (y) the amount actually distributed pursuant to clause D.1. above from the Group 1 Principal Distribution Amount on such Distribution Date. F. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Securities Administrator will withdraw from the Distribution Account any remaining Group 1 Principal Distribution Amount and Group 2 Principal Distribution Amount, for such Distribution Date, after giving effect to distributions in clauses (D) and (E) above, and make the following disbursements and transfers in the order of priority described below: 1. to the holders of the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 2. to the holders of the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 3. to the holders of the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 4. to the holders of the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 5. to the holders of the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 6. to the holders of the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 7. to the holders of the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 8. to the holders of the Class M-8 Certificates, the Class M-8 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 9. to the holders of the Class M-9 Certificates, the Class M-9 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 10. to the holders of the Class M-10 Certificates, the Class M-10 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero. 11. to the holders of the Class M-11 Certificates, the Class M-11 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero. With respect to the Group 2 Certificates, distributions of principal will be made sequentially to the Class A-2, Class A-3, Class A-4 and Class A-5 Certificates, in that order, until the Class Principal Amounts thereof have been reduced to zero; provided, however, that for any Distribution Date on or after the date on which the aggregate Class Principal Amount of the Mezzanine Certificates is reduced to zero, any distributions of principal to the Group 2 Certificates shall be made pro rata based on their respective Class Principal Amounts. Any Principal Distribution Amount remaining undistributed after giving effect to clauses (A) through (F) above shall be used in determining the amount of Net Monthly Excess Cashflow, if any, for such Distribution Date. (3) On each Distribution Date, the Net Monthly Excess Cashflow shall be distributed as follows: (i) to the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates then entitled to distributions in respect to principal, in an amount equal to the principal portion of any Realized Losses experienced on the related Mortgage Loans during the preceding month, payable to such Holders as part of the applicable Principal Distribution Amount, and applied in the same order of priority as payments of principal would otherwise be applied on such Distribution Date and any Additional Amounts with respect to reduce the Class Principal Amount of such Certificates until the aggregate Class Principal Amount of such Classes of Certificates is reduced to zero; (ii) to the Series 2002-A Series shall Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Overcollateralization Increase Amount, payable to such Holders as part of the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount, as applicable, and applied in the same order of priority as payments of principal would otherwise be distributed PRO RATA applied on such Distribution Date to each Series 2002-A Certificateholderreduce the Class Principal Amount of such Certificates until the aggregate Class Principal Amount of such Classes of Certificates is reduced to zero; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Holders of the Class M-1 Certificates, any Unpaid Interest Shortfall Amount shall be distributed PRO RATA allocable to each Series 2002-A Certificateholdersuch Class of Certificates; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA Holders of the Class M-2 Certificates, any Unpaid Interest Shortfall Amount allocable to each Series 2002-A Certificateholdersuch Class of Certificates; (v) FIFTHto the Holders of the Class M-3 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (vi) to the Holders of the Class M-4 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (vii) to the Holders of the Class M-5 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (viii) to the Holders of the Class M-6 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (ix) to the Holders of the Class M-7 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (x) to the Holders of the Class M-8 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xi) to the Holders of the Class M-9 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xii) to the Holders of the Class M-10 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xiii) to the Holders of the Class M-11 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xiv) concurrently, to the Holders of Certificates each Class of Senior Certificates, pro rata, in an amount equal to such Class’ previously allocated and not reimbursed share of any Series or other Persons Net Prepayment Interest Shortfalls allocated to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of each such unpaid obligationsCertificates; (vixv) SIXTH, to the Subordinated Certificateholders PRO RATA based on Holders of the principal amount of each Subordinated Certificate held by such Person Class M-1 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfalls allocated to exceed the outstanding balance of such Subordinated Certificates; and; (viixvi) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may directClass M-2 Certificates, in each case by wire transfer.an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfalls allocated to such Certificates; (bxvii) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 Holders of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA Class M-3 Certificates, in an amount equal to each Series 2002-A Certificateholder such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfalls allocated to such Certificates; (based on xviii) to the ratio Holders of the portion Class M-4 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfalls allocated to such Certificates; (xix) to the Holders of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by Class M-5 Certificates, in an amount equal to such Certificateholder Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfalls allocated to such Certificates; (xx) to the Series 2002-A Certificate BalanceHolders of the Class M-6 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfalls allocated to such Certificates; (xxi) by wire transfer to each Series 2002-A Certificateholder as the Holders of the Class M-7 Certificates, in an amount equal to such Person's address appears on Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfalls allocated to such Certificates; (xxii) to the Certificate Register.Holders of the Class M-8 Certificates, in an amount equal to such Class’ previously allocated and not reim

Distributions. (a) On each Distribution Determination Date, the Paying Agent, in accordance with the report delivered for such day Servicer shall calculate all amounts required to be deposited or paid pursuant to SECTION 5.1(a)this Section and deliver a Servicer’s Certificate pursuant to Section 4.09. (b) On each Payment Date, the Servicer shall withdraw from amounts deposited instruct the Indenture Trustee in writing (based on the information contained in the Series 2002-A Servicer’s Certificate Account during delivered on the Related Collection Period such amount of funds as are necessary related Determination Date pursuant to provide for the payments set forth below and shall Section 4.09) to make the following deposits and distributions on such Payment Date from Available Amounts on deposit in the Collection Account, and, in the event of a shortfall in meeting the payments described in clauses (i) through (iv) below (an “Available Amounts Shortfall”), from amounts withdrawn from the Reserve Account, in the following order on such Distribution Dateand priority: (i) FIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectivelythe Servicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), and Nonrecoverable Advances; (ii) SECOND, an amount equal to the Quarterly Interest Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due on to each such Distribution Date party, for payment of any Trustee and any Additional Amounts with respect Reviewer Fees and other amounts required to be paid to such party pursuant to the Series 2002-A Series shall be distributed PRO RATA terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), in an aggregate amount not to each Series 2002-A Certificateholderexceed $250,000 in any calendar year; (iii) THIRDto the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class of Notes at their respective Class A Rate on the Outstanding Amount as of the previous Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the excess, if (but only if) a Series 2002-A Rapid Amortization Period has not commencedany, an of the amount equal of interest payable to the Series 2002-Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any such shortfall at the related Class A Quarterly Principal Amortization Amount shall be distributed PRO RATA Rate to each Series 2002-A Certificateholderthe extent permitted by law; (iv) FOURTHto the Principal Distribution Account, the First Priority Principal Distribution Amount, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholderany; (v) FIFTH, to the Holders of Certificates of any Series or other Persons Reserve Account, the amount, if any, necessary to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from cause the Trust Assets are payable, an amount up on deposit in the Reserve Account to equal the aggregate of such unpaid obligationsSpecified Reserve Account Balance; (vi) SIXTHto the Principal Distribution Account, the Regular Principal Distribution Amount; (vii) to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), to the Subordinated Certificateholders PRO RATA based on the principal amount extent any such amounts remain unpaid after application of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificatesclause (ii) above; and (viiviii) SEVENTHany Available Amounts remaining, all remaining amounts if any, to the Sellers as Holders of Certificate Distribution Account. On each Payment Date, the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as Servicer shall instruct the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions Indenture Trustee to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder distribute (based on the ratio information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09), any amounts deposited into the Interest Distribution Account as payment of interest on the Notes pursuant to the priority set forth in Section 8.02(d) of the portion Indenture and the Principal Distribution Account as payment of principal on the Notes pursuant to the priority set forth in Section 8.02(e) of the Series 2002-A Indenture. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder Percentage Interest is reduced to zero. (c) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the Series 2002-A Certificate Balance) by wire transfer issuer of any securities held hereunder in the Trust Accounts, and, in general, to exercise each and every other power or right with respect to each Series 2002such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote on any securities. (d) The Indenture Trustee is authorized to deposit uninvested funds in non-A Certificateholder interest bearing, unsecured demand deposit accounts at affiliated banks, purchase and sell investment securities through or from affiliated banks and broker-dealers, invest funds in registered investment companies that receive investment management and custodial services from the Indenture Trustee or its affiliates, subject to the limitations set forth herein. (e) The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right or option to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives the option to receive such Person's address appears on confirmation to the Certificate Registerextent permitted by law. The Indenture Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Indenture Trustee hereunder.

Distributions. (a) On each Distribution DateEach Limited Partner’s allocable portion of Capital Commitment Net Income received from his or her Capital Commitment Investments, distributions to such Limited Partner that constitute returns of capital, and other Capital Commitment Net Income of the Paying Agent, Partnership (including without limitation Capital Commitment Net Income attributable to Unallocated Capital Commitment Interests) during a fiscal year of the Partnership will be credited to payment of the Investor Notes to the extent required below as of the last day of such fiscal year (or on such earlier date as related distributions are made in accordance the sole discretion of the General Partner) with the report delivered for any cash amount distributable to such day Limited Partner pursuant to SECTION 5.1(a), shall withdraw from amounts deposited clauses (ii) and (vii) below to be distributed within 45 days after the end of each fiscal year of the Partnership (or in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order each case on such Distribution Date:earlier date as selected by the General Partner in its sole discretion) as follows (subject to Section 7.4(c) below): (i) FIRSTFirst, to the payment of interest then due on all Investor Notes (relating to Capital Commitment Investments or otherwise) of such Limited Partner (to the extent Capital Commitment Net Income and distributions or payments from Other Sources do not equal or exceed all interest payments due, the selection of those of such Limited Partner’s Investor Notes upon which interest is to be paid and the division of payments among such Investor Notes to be determined by the Lender or Guarantor); (ii) Second, to distribution to the Limited Partner of an amount equal to the Federal, State and local income taxes on income of the Partnership allocated to such Limited Partner for such year in respect of such Limited Partner’s Capital Commitment Partner Interest (the aggregate amount calculated of any such distribution shall be determined by the General Partner, subject to the limitation that the minimum aggregate amount of such distribution be the tax that would be payable if the taxable income of the Partnership related to all Partners’ Capital Commitment Partner Interests were all allocated to an individual subject to the then-prevailing maximum Federal, New York State and New York City tax rates (taking into account the extent to which such taxable income allocated by the Partnership was composed of long-term capital gains and the deductibility of State and local income taxes for Federal income tax purposes)); provided, that additional amounts shall be paid to the Limited Partner pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectively; this clause (ii) SECOND, an amount equal to the Quarterly Interest due on extent that such Distribution Date and any Additional Amounts with respect amount reduces the amount otherwise distributable to the Series 2002-A Series Limited Partner pursuant to a comparable provision in any other BCE Agreement and there are not sufficient amounts to fully satisfy such provision from the relevant partnership or other entity; provided further, that amounts paid pursuant to the provisions in such other BCE Agreements comparable to the immediately preceding proviso shall be distributed PRO RATA reduce those amounts otherwise distributable to each Series 2002-A Certificateholderthe Limited Partner pursuant to provisions in such other BCE Agreements that are comparable to this clause (ii); (iii) THIRDThird, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA payment in full of the principal amount of the Investor Note financing (A) any Capital Commitment Investment disposed of during or prior to each Series 2002-A Certificateholdersuch fiscal year or (B) any BCE Investments (other than Capital Commitment Investments) disposed of during or prior to such fiscal year, to the extent not repaid from Other Sources; (iv) FOURTHFourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002return to such Limited Partner of (A) all Capital Commitment-A Certificate Balance shall be distributed PRO RATA Related Capital Contributions made in respect of the Capital Commitment Interest to each Series 2002-A Certificateholderwhich any Capital Commitment Investment disposed of during or prior to such fiscal year relates or (B) all capital contributions made to any Blackstone Collateral Entity (other than the Partnership) in respect of interests therein relating to BCE Investments (other than Capital Commitment Investments) disposed of during or prior to such fiscal year (including all principal paid on the related Investor Notes), to the extent not repaid from amounts of Other Sources (other than amounts of CC Carried Interest); (v) FIFTHFifth, to the Holders payment of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses principal (including indemnification any previously deferred amounts) or then owing under all other obligations payable from the Trust Assets are payable, an amount up Investor Notes of such Limited Partner (including those unrelated to the aggregate Partnership), the selection of those of such unpaid obligationsLimited Partner’s Investor Notes to be repaid and the division of payments among such Investor Notes to be determined by the Lender or Guarantor; (vi) SIXTHSixth, up to 50% of any Capital Commitment Net Income remaining after application pursuant to clauses (i) through (v) above shall be applied pro rata to prepayment of principal of all remaining Investor Notes of such Limited Partner (including those unrelated to the Subordinated Certificateholders PRO RATA based on Partnership), the principal amount selection of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance those of such Subordinated CertificatesLimited Partner’s Investor Notes to be repaid, the division of payments among such Investor Notes and the percentage of remaining Capital Commitment Net Income to be applied thereto to be determined by the Lender or Guarantor; and (vii) SEVENTHSeventh, all remaining amounts to such Limited Partner to the Sellers extent of any amount of Capital Commitment Net Income remaining after making the distributions in clauses (i) through (vi) above, and such amount is not otherwise required to be applied to Investor Notes pursuant to the terms thereof. To the extent there is a partial disposition of a Capital Commitment Investment or any other BCE Investment, as Holders applicable, the payments in clauses (iii) and (iv) above shall be based on that portion of the Sellers' Certificate Capital Commitment Investment or other BCE Investment, as applicable, disposed of, and the principal amount and related interest payments of such Investor Note shall be adjusted to reflect such partial payment so that there are equal payments over the remaining term of the related Investor Note. For a Limited Partner who is no longer an employee or officer of Blackstone, distributions shall be made pursuant to clauses (i) through (iii) above, and then, unless the General Partner or its Affiliate has exercised its rights pursuant to Section 8.1 hereof, any remaining income or other distribution in accordance respect of such Limited Partner’s Capital Commitment Partner Interest shall be applied to the prepayment of the outstanding Investor Notes of such Limited Partner, until all such Limited Partner’s Investor Notes have been repaid in full, with any such income or other distribution remaining thereafter distributed to such Limited Partner. Distributions of Capital Commitment Net Income may be made at any other time at the discretion of the General Partner. At the General Partner’s discretion, any amounts distributed to a Limited Partner in respect of such Limited Partner’s Capital Commitment Partner Interest will be net of any interest and principal payable on his or her Investor Notes for the full period in respect of which the distribution is made. A distribution of Capital Commitment Net Income to the General Partner shall be made contemporaneously with each Seller's applicable Seller Percentage distribution of Capital Commitment Net Income to or as for the Sellers may direct, in each case by wire transferaccounts of the Limited Partners. (b) [Intentionally omitted.] (c) To the extent that the foregoing Partnership distributions and distributions and payments from Other Sources are insufficient to satisfy any principal and/or interest due on Investor Notes, and to the extent that the General Partner in its sole discretion elects to apply this paragraph (c) to any individual payments due, such unpaid interest will be added to the remaining principal amount of such Investor Notes and shall be payable on the next scheduled principal payment date (along with any deferred principal and any principal and interest due on such date); provided, that such deferral shall not apply to a Limited Partner that is no longer an employee or officer of Blackstone. All unpaid interest on such Investor Notes shall accrue interest at the interest rate then in effect for such Investor Notes. (d) [Intentionally omitted.] (e) The Paying Agent Capital Commitment Capital Account of each Partner shall make be reduced by the amount of any distribution to such Partner pursuant to Section 7.4(a). (f) At any time that a sale, exchange, transfer or other disposition of a portion of a Capital Commitment Investment is being considered by the Partnership or SP ▇▇ ▇▇ (a “Capital Commitment Disposable Investment”), at the election of the General Partner each Partner’s Capital Commitment Interest with respect to such Capital Commitment Investment shall be vertically divided into two separate Capital Commitment Interests, a Capital Commitment Interest attributable to the Capital Commitment Disposable Investment (a Partner’s “Capital Commitment Class B Interest”), and a Capital Commitment Interest attributable to such Capital Commitment Investment excluding the Capital Commitment Disposable Investment (a Partner’s “Capital Commitment Class A Interest”). Distributions (including those resulting from a direct or indirect sale, transfer, exchange or other disposition by the Partnership) relating to a Capital Commitment Disposable Investment shall be made only to holders of Capital Commitment Class B Interests with respect to such Capital Commitment Investment in accordance with their respective Capital Commitment Profit Sharing Percentages relating to such Capital Commitment Class B Interests, and distributions (including those resulting from the direct or indirect sale, transfer, exchange or other disposition by the Partnership) relating to a Capital Commitment Investment excluding such Capital Commitment Disposable Investment shall be made only to holders of Capital Commitment Class A Interests with respect to such Capital Commitment Investment in accordance with their respective Capital Commitment Profit Sharing Percentages relating to such Capital Commitment Class A Interests. (i) If the Partnership is obligated under the Giveback Provisions to contribute to SP ▇▇ ▇▇ all or a portion of a Giveback Amount with respect to the Capital Commitment SP ▇▇ ▇▇ Interest (the amount of any such obligation of the Partnership being herein called a “Capital Commitment Giveback Amount”), the General Partner shall call for such amounts as are necessary to satisfy such obligation of the Partnership as determined by the General Partner, in which case each Partner and Withdrawn Partner shall contribute to the Partnership, in cash, when and as called by the General Partner, such an amount of prior distributions by the Partnership with respect to the Capital Commitment SP ▇▇ ▇▇ Interest (the “Capital Commitment Recontribution Amount”) which equals such Partner’s pro rata share of prior distributions in connection with (a) the Capital Commitment SP ▇▇ ▇▇ Investment giving rise to the Capital Commitment Giveback Amount, or (b) if the amounts contributed pursuant to clause (a) above are insufficient to satisfy such Capital Commitment Giveback Amount, Capital Commitment SP ▇▇ ▇▇ Investments other than the one giving rise to such obligation. Each Partner shall promptly contribute to the Partnership upon notice thereof such Partner’s Capital Commitment Recontribution Amount. Prior to such time, the General Partner may, in the General Partner’s discretion (but shall be under no obligation to), provide notice that in the General Partner’s judgment, the potential obligations in respect of the Capital Commitment Giveback Amount will probably materialize (and an estimate of the aggregate amount of such obligations). (ii) (A) In the event any Partner (a “Capital Commitment Defaulting Party”) fails to recontribute all or any portion of such Capital Commitment Defaulting Party’s Capital Commitment Recontribution Amount for any reason, the General Partner shall (i) use its reasonable efforts to collect any amounts from any such GP-Related Defaulting Party and (ii) require all other Partners and Withdrawn Partners to contribute, on a pro rata basis (based on each Series 2002of their respective Capital Commitment Profit Sharing Percentages), such amounts as are necessary to fulfill the Capital Commitment Defaulting Party’s obligation to pay such Capital Commitment Defaulting Party’s Capital Commitment Recontribution Amount (a “Capital Commitment Deficiency Contribution”) if the General Partner determines in its good faith judgment that the Partnership will be unable to collect such amount in cash from such Capital Commitment Defaulting Party for payment of the Capital Commitment Giveback Amount at least 20 Business Days prior to the latest date that the Partnership is permitted to pay the Capital Commitment Giveback Amount; provided, that no Partner shall as a result of such Capital Commitment Deficiency Contribution be required to contribute an amount in excess of 150% of the amount of the Capital Commitment Recontribution Amount initially requested from such Partner in respect of such default. Thereafter, the General Partner shall determine in its good faith judgment that the Partnership should either (1) not attempt to collect such amount in light of the costs associated therewith, the likelihood of recovery and any other factors considered relevant in the good faith judgment of the General Partner or (2) pursue any and all remedies (at law or equity) available to the Partnership against the Capital Commitment Defaulting Party, the cost of which shall be a Partnership expense to the extent not ultimately reimbursed by the Capital Commitment Defaulting Party. It is agreed that the Partnership shall have the right (effective upon such Capital Commitment Defaulting Party becoming a Capital Commitment Defaulting Party) to set-A Certificateholder off as appropriate and apply against such Capital Commitment Defaulting Party’s Capital Commitment Recontribution Amount any amounts otherwise payable to the Capital Commitment Defaulting Party by the Partnership or any Affiliate thereof. Each Partner hereby grants to the General Partner a security interest, effective upon such Partner becoming a Capital Commitment Defaulting Party, in all accounts receivable and other rights to receive payment from the Partnership or any Affiliate of record on the Partnership and agrees that, upon the effectiveness of such security interest, the General Partner may sell, collect or otherwise realize upon such collateral. In furtherance of the foregoing, each Partner hereby appoints the General Partner as its true and lawful attorney-in-fact with full irrevocable power and authority, in the name of such Partner or in the name of the Partnership, to take any actions which may be necessary to accomplish the intent of the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution)sentence. Such distributions The General Partner shall be made PRO RATA entitled to each Series 2002-A Certificateholder (based collect interest on the ratio Capital Commitment Recontribution Amount of a Capital Commitment Defaulting Party from the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by date such Certificateholder Capital Commitment Recontribution Amount was required to be contributed to the Series 2002-A Certificate Balance) by wire transfer Partnership at a rate equal to each Series 2002-A Certificateholder as such Person's address appears on the Certificate RegisterDefault Interest Rate.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply solely to the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited extent of Available Funds in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Datefollows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal to the Quarterly Interest due Certificateholders, distributions accrued during the related Collection Period at the rate of 8.05% per annum on the stated amount of such Certificates and distributable on such Certificates on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderDate; (iii) THIRDthird, to the Certificateholders, if (but only if) available, any additional distribution owed and paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any payment on the Underlying Securities; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTHfourth, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payableCertificateholders, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal Final Scheduled Distribution Date only, a distribution of the stated amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (viiv) SEVENTHfifth, all remaining amounts to the Sellers as Holders extent there remain Available Funds in the Certificate Account, to any creditors of the Sellers' Certificate Trust in accordance with each Seller's applicable Seller Percentage or as satisfaction of liabilities thereto. Subject to Section 9(c) hereof, to the Sellers may directextent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, in each case by wire transferany shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. (b) The Paying Agent On the Optional Exchange Date, if applicable, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. or any of record on the immediately preceding Record Date (its Affiliates , other than the Depositor, or any other Person exercising an optional exchange pursuant to Section 7 hereof, as provided the case may be, Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (ai) On each Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments Pool Distribution Amount will be applied in the following amounts, to the extent the Pool Distribution Amount is sufficient therefor, in the manner and in the order on of priority as follows: first, to the Classes of Class A Certificates and to Financial Security, pro rata, based upon their respective Interest Accrual Amounts and the Premium Payment, as the case may be, in an aggregate amount up to the sum of the Class A Interest Accrual Amount and the Premium Payment with respect to such Distribution Date: (i) FIRST; provided that prior to the applicable Accretion Termination Date, an amount equal to the amount calculated that would otherwise be distributable in respect of interest to each Class of Accrual Certificates and the Accrual Component pursuant to SECTION 4.3(a) shall this provisions will instead be distributed in reduction of the Principal Balances of certain Classes of Class A Certificates and the Accrual Component, in each case in accordance with Section 4.01(b); second, to the Trustee Classes of Class A Certificates and Servicerto Financial Security, respectively; (ii) SECONDpro rata, based upon their respective Class A Unpaid Interest Shortfalls and Premium Unpaid Shortfall, as the case may be, in an aggregate amount up to the sum of the Aggregate Class A Unpaid Interest Shortfall and Premium Unpaid Shortfall; provided that prior to the applicable Accretion Termination Date, an amount equal to the Quarterly amount that would otherwise be distributable in respect of unpaid interest shortfalls to each Class of Accrual Certificates and the Accrual Component pursuant to this provision will instead be distributed in reduction of the Principal Balances of certain Classes A Certificates and the Accrual Component, in each case in accordance with Section 4.01(b); third, concurrently, to the Class A Certificates (other than the Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based on their respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal Principal Amount, (A) to the Classes of Class A Certificates (other than the Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO Optimal Principal Amount, such distribution to be allocated among such Classes in accordance with Section 4.01(b) or Section 4.01(c), as applicable, and (B) to the Class A-PO Certificates in an amount up to the Class A-PO Optimal Principal Amount; fourth, to the Class A-PO Certificates in an amount up to the Class A-PO Deferred Amount from amounts otherwise distributable (without regard to this Paragraph fourth) first to the Class B-6 Certificates pursuant to Paragraph twenty-second, below, second to the Class B-5 Certificates pursuant to Paragraph nineteenth, below, third to the Class B-4 Certificates pursuant to Paragraph sixteenth, below, fourth to the Class B-3 Certificates pursuant to Paragraph thirteenth, below, fifth to the Class B-2 Certificates pursuant to Paragraph tenth below, and sixth to the Class B-1 Certificates pursuant to Paragraph seventh below; fifth, to the Class B-1 Certificates in an amount up to the Interest due on Accrual Amount for the Class B-1 Certificates with respect to such Distribution Date; sixth, to the Class B-1 Certificates in an amount up to the Class B-1 Unpaid Interest Shortfall; seventh, to the Class B-1 Certificates in an amount up to the Class B-1 Optimal Principal Amount; provided, however, that the amount distributable to the Class B-1 Certificates pursuant to this Paragraph seventh will be reduced by the amount, if any, that would have been distributable to the Class B-1 Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in Paragraph fourth above; eighth, to the Class B-2 Certificates in an amount up to the Interest Accrual Amount for the Class B-2 Certificates with respect to such Distribution Date; ninth, to the Class B-2 Certificates in an amount up to the Class B-2 Unpaid Interest Shortfall; tenth, to the Class B-2 Certificates in an amount up to the Class B-2 Optimal Principal Amount; provided, however, that the amount distributable to the Class B-2 Certificates pursuant to this Paragraph tenth will be reduced by the amount, if any, that would have been distributable to the Class B-2 Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in Paragraph fourth above; eleventh, to the Class B-3 Certificates in an amount up to the Interest Accrual Amount for the Class B-3 Certificates with respect to such Distribution Date; twelfth, to the Class B-3 Certificates in an amount up to the Class B-3 Unpaid Interest Shortfall; thirteenth, to the Class B-3 Certificates in an amount up to the Class B-3 Optimal Principal Amount; provided, however, that the amount distributable to the Class B-3 Certificates pursuant to this Paragraph thirteenth will be reduced by the amount, if any, that would have been distributable to the Class B-3 Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in Paragraph fourth above; fourteenth, to the Class B-4 Certificates in an amount up to the Interest Accrual Amount for the Class B-4 Certificates with respect to such Distribution Date; fifteenth, to the Class B-4 Certificates in an amount up to the Class B-4 Unpaid Interest Shortfall; sixteenth, to the Class B-4 Certificates in an amount up to the Class B-4 Optimal Principal Amount; provided, however, that the amount distributable to the Class B-4 Certificates pursuant to this Paragraph sixteenth will be reduced by the amount, if any, that would have been distributable to the Class B-4 Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in Paragraph fourth above; seventeenth, to the Class B-5 Certificates in an amount up to the Interest Accrual Amount for the Class B-5 Certificates with respect to such Distribution Date; eighteenth, to the Class B-5 Certificates in an amount up to the Class B-5 Unpaid Interest Shortfall; nineteenth, to the Class B-5 Certificates in an amount up to the Class B-5 Optimal Principal Amount; provided, however, that the amount distributable to the Class B-5 Certificates pursuant to this Paragraph nineteenth will be reduced by the amount, if any, that would have been distributable to the Class B-5 Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in Paragraph fourth above; twentieth, to the Class B-6 Certificates in an amount up to the Interest Accrual Amount for the Class B-6 Certificates with respect to such Distribution Date; twenty-first, to the Class B-6 Certificates in an amount up to the Class B-6 Unpaid Interest Shortfall; twenty-second, to the Class B-6 Certificates in an amount up to the Class B-6 Optimal Principal Amount; provided, however, that the amount distributable to the Class B-6 Certificates pursuant to this Paragraph twenty-second will be reduced by the amount, if any, that would have been distributable to the Class B-6 Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in Paragraph fourth above; and twenty-third, to the Holder of the Class A-R Certificate, any amounts remaining in the Upper-Tier Certificate Account, and to the Holder of the Class A-LR Certificate, any amounts remaining in the Payment Account. Notwithstanding the foregoing, after the Principal Balance or notional amount of any Class (other than the Class A-8, Class A-R or Class A-LR Certificates) has been reduced to zero, or, in the case of the Class A-8 Certificates, after the latter to occur of (i) the Principal Balance of such Class has been reduced to zero or (ii) each Class A-8 IO Notional Amount has been reduced to zero, such Class will be entitled to no further distributions of principal or interest (including, without limitation, any Unpaid Interest Shortfalls). In addition, Financial Security will not be entitled to its Premium Payments and Premium Unpaid Shortfalls after the Principal Balance of the Class A-12 Certificates has been reduced to zero. Furthermore, Net Foreclosure Profits, if any, with respect to such Distribution Date and minus any Additional Amounts with respect portion thereof payable to the Series 2002-A Series a Servicer pursuant to Section 3.02(ix) hereof shall be distributed PRO RATA to each Series 2002the Holder of the Class A-LR Certificate. With respect to any Distribution Date, the amount of the Principal Adjustment, if any, attributable to any Class of Class B Certificates will be allocated to the Classes of Class A Certificateholder;Certificates (other than the Class A-21 and Class A-PO Certificates) and any Class of Class B Certificates with a lower numerical designation pro rata based on their Principal Balances. (iiiii) THIRDDistributions on the Uncertificated Lower-Tier Interests. On each Distribution Date, if (but only if) a Series 2002each Uncertificated Lower-A Rapid Amortization Period has not commencedTier Interest shall receive distributions in respect of principal in an amount equal to the amount of principal distributed to its respective Corresponding Upper-Tier Class, Classes, Component or Components as provided herein. On each Distribution Date, each Uncertificated Lower-Tier Interest shall receive distributions in respect of interest equal to the Interest Accrual Amounts and distributions in respect of Unpaid Interest Shortfalls, as the case may be, in respect of its Corresponding Upper-Tier Class, Classes, Component or Components in each case to the extent actually distributed thereon; provided that, in the case of the Class A-L5 Interest, the Class A-L8 Interest and Class A-L10 Interest, an amount equal to the Series 2002Interest Accrual Amounts and payments of Unpaid Interest Shortfalls added to the Principal Balances of the Accrual Certificates and the Accrual Component will be added to the Principal Balance of the Uncertificated Lower-A Quarterly Tier Interest to which such Class of Accrual Certificates or the Accrual Component is a Corresponding Upper-Tier Class, Classes, Component or Components. Such amounts distributed to the Uncertificated Lower-Tier Interests in respect of principal and interest with respect to any Distribution Date are referred to herein collectively as the "Lower-Tier Distribution Amount." As of any date, the principal balance of each Uncertificated Lower-Tier Interest equals the Principal Amortization Amount Balances of the respective Corresponding Upper-Tier Class, Classes, Component or Components. The initial principal balance of each Uncertificated Lower-Tier Interest equals the Original Principal Balances of the respective Corresponding Upper-Tier Class, Classes, Component or Components. The pass-through rate with respect to the Class A-L1 Interest, Class A-L2 Interest, Class A-L3 Interest, Class A-L4 Interest, Class A-L5 Interest, Class A-L6 Interest, Class A-L8 Interest, Class A-LUR Interest, Class B-L1 Interest, Class BL-2 Interest, Class BL-3 Interest, Class BL-4 Interest, Class BL-5 Interest and Class BL-6 Interest shall be distributed PRO RATA 6.500% per annum. The pass-through rate with respect to the Class A-L10 Interest, Class A-L14 Interest, and Class A-L16 Interest shall be 6.750% per annum. The pass-through rate with respect to the Class A-L12 Interest shall be 6.690% per annum The Class A-L20 and Class A-LPO Interests are principal-only interests and are not entitled to distributions of interest. Any Non-Supported Interest Shortfalls will be allocated to each Series 2002Uncertificated Lower-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002Tier Interest in the same relative proportions as interest is allocated to such Uncertificated Lower-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferTier Interest. (b) The Paying Agent shall make all Class A-21 Certificates are interest-only Certificates and are not entitled to distributions in respect of principal. On each Distribution Date occurring prior to each Series 2002the Cross-Over Date, the Class A Certificateholder Non-PO Principal Distribution Amount will be allocated among and distributed in reduction of record on the immediately preceding Record Date Principal Balances of the Class A Certificates (other than the Class A-PO Certificates) in accordance with the following priorities: I. On each Distribution Date occurring prior to the Accretion Termination Date for the Class A-8 Accrual Component, the Accrual Distribution Amount for the Class A-8 Accrual Component will be allocated sequentially as provided in Section 9.3 follows: first, to the Class A-4 Certificates, up to the Schedule III Reduction Amount for such Distribution Date; second, concurrently, 35% to the Class A-8 Accrual Component and 65% to the Class A-4 Certificates, without regard to the Schedule III Reduction Amount for such Distribution Date, until the Principal Balance of either such Component or Class has been reduced to zero; and third, to the Class A-8 Accrual Component, until the Principal Balance thereof has been reduced to zero; II. On each Distribution Date occurring prior to the Accretion Termination Date for the Class A-5 Certificates, the Accrual Distribution Amount for the Class A-5 Certificates will be allocated, after the allocation of the Master Trust Agreement respecting a final distribution)Accrual Distribution Amount for the Class A-8 Accrual Component, sequentially as follows: first, sequentially, up to the Schedule II Reduction Amount for such Distribution Date, as follows: (i) to the Class A-4 Certificates, up to the Schedule III Reduction Amount for such Distribution Date; (ii) concurrently, 35% to the Class A-8 Accrual Component and 65% to the Class A-4 Certificates, without regard to the Schedule III Reduction Amount for such Distribution Date, until the Principal Balance of either such Component or Class has been reduced to zero; (iii) to the Class A-8 Accrual Component, until the Principal Balance thereof has been reduced to zero; and (iv) to the Class A-4 Certificates, without regard to the Schedule III Reduction Amount for such Distribution Date, until the Principal Balance thereof has been reduced to zero; and second, to the Class A-5 Certificates, until the Principal Balance thereof has been reduced to zero; III. Such distributions shall On each Distribution Date occurring prior to the Accretion Termination Date for the Class A-11 Certificates, the Accrual Distribution Amount for the Class A-11 Certificates will be made PRO RATA allocated sequentially to the Class A-10 and Class A-11 Certificates, in that order, until the Principal Balance of each Series 2002Class has been reduced to zero; IV. On each Distribution Date occurring prior to the Accretion Termination Date for the Class A-19 Certificates, the Accrual Distribution Amount for the Class A-19 Certificates will be allocated sequentially to the Class A-18 and Class A-19 Certificates, in that order, until the Principal Balance of each such Class has been reduced to zero; V. The Class A Non-A Certificateholder PO Principal Amount will be allocated concurrently as follows: A. the sum of (based on i) the ratio Group I-1 Percentage of the portion of Group I Amount and (ii) the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder Group II Amount, sequentially, as follows: first, to the Series 2002Class A-9 Certificates, up to the Class A-9 Priority Amount for such Distribution Date; second, concurrently, to the Class A-A Certificate BalanceR and Class A-LR Certificates, pro rata, until the Principal Balance of each such Class has been reduced to zero; third, sequentially, to the Class A-1, Class A-2 and Class A-3 Certificates, in that order, up to the Schedule I PAC Principal Amount for such Distribution Date, until the Principal Balance of each such Class has been reduced to zero; fourth, sequentially, up to the Schedule I Reduction Amount for such Distribution Date, as follows: (i) by wire transfer sequentially, up to each Series 2002-A Certificateholder the Schedule II Reduction Amount for such Distribution Date, as follows: (a) to the Class A-4 Certificates, up to the Schedule III Reduction Amount for such Person's address appears on Distribution Date; (b) concurrently, 35% to the Certificate Register.Class A-8 Accrual Component and 65% to the Class A-4 Certificates, without regard to the Schedule III Reduction Amount for such Distribution Date, until the Principal Balance of either such Component or Class has been reduced to zero; (c) to the Class A-8 Accrual Component, until the Principal Balance thereof has been reduced to zero; and (d) to the Class A-4 Certificates, without regard to the Schedule III Reduction Amount for such Distribution Date, until the Principal Balance thereof has been reduced to zero; (ii) to the Class A-5 Certificates, until the Principal Balance thereof has been reduced to zero; and (iii) sequentially, without regard to the Schedule II Reduction Amount for such Distribution Date, as follows: (a) to the Class A-4 Certificates, up to the Schedule III Reduction Amount for such Distribution Date; (b) concurrently, 35% to the Class A-8 Accrual Component and 65% to the Class A-4 Certificate, without regard to the Schedule III Reduction Amount for such Distribution Date, until the Principal Balance of either such Component

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited funds in the Series 2002-A Certificate Account during Account, solely to the Related Collection Period such amount extent of funds as are necessary to provide for the payments set forth below and shall make the following payments Available Funds in the following order on such Distribution DateCertificate Account, as follows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal pro rata to the Quarterly Interest due holders of the Class A Certificates and Class B Certificates, distributions accrued during the related Collection Period at the rate of 6.50% per annum on the stated amount of the Class A Certificates to holders of the Class A Certificates on such Distribution Date and any Additional Amounts with respect 1.25% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderClass B Certificates on such Distribution Date, commencing on July 15, 2003 and ending on the Final Scheduled Distribution Date; (iii) THIRDthird, divided between the Classes in accordance with the proportionate interest of each Class in any delayed interest payments on the Underlying Securities (e.g., 6.50/7.75 to the Class A Certificateholders and 1.25/7.75 to the Class B Certificateholders) and each Class' portion distributed to the holders of each Class pro rata, if (but only if) available, any additional payments paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any interest payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up pro rata to the outstanding Series 2002-Class A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderCertificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (v) FIFTHfifth, to the Holders extent there remain Available Funds in the Certificate Account, to any creditors of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate in satisfaction of such unpaid obligations;liabilities thereto; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fu▇▇▇ ▇▇▇a▇▇ ▇▇ the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of each Subordinated its Affiliates will have any claim aga▇▇▇▇ ▇▇e ▇▇▇▇t pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate held by Account on such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferDistribution Date. (b) The Paying Agent On an Optional Exchange Date, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder Merrill Lynch & Co. or any of record on the immediately preceding Record Date (its Affiliates, other than the Deposito▇, ▇▇ ▇n▇ ▇▇▇er Person exercising an optional exchange pursuant to Section 7 hereof, as provided the case may be, Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a) The Servicer shall calculate all amounts required to be deposited pursuant to this Section and deliver a Servicer’s Certificate on or before the second Business Day prior to each Payment Date pursuant to Section 4.09. (b) On each Distribution Payment Date, except as specified in Section 5.04(b) of the Paying AgentIndenture, the Servicer shall instruct the Indenture Trustee in accordance with writing (based on the report information contained in the Servicer’s Certificate delivered for such day on or before the second Business Day prior to each Payment Date pursuant to SECTION 5.1(aSection 4.09) to make distributions from Available Amounts on deposit in the Collection Account, including amounts deposited pursuant to Section 5.06(b), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Dateand priority: (i) FIRST, an amount equal to the amount calculated pursuant Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to SECTION 4.3(a) shall be distributed one or more prior Collection Periods, and Advances not previously reimbursed to the Trustee and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Class A Noteholders, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class A Notes at their respective interest rates on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class A Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class A Noteholders on those prior Payment Dates over the amounts actually paid to the Class A Noteholders on those prior Payment Dates, plus interest on any such shortfall at their respective interest rates to the extent permitted by law; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Class A Notes, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based upon the amount of interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-each Class of Class A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderNotes; (iii) THIRDto the Noteholders, for distribution pursuant to Section 8.02(d) of the Indenture, the First Priority Principal Distribution Amount, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderany; (iv) FOURTHto the Class B Noteholders, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class B Notes at the Class B Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class B Noteholders on the preceding Payment Date; and (b) the excess, if (but only if) a Series 2002-A Rapid Amortization Period has commencedany, an of the amount up of interest payable to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA Class B Noteholders on prior Payment Dates over the amounts actually paid to each Series 2002-A Certificateholderthe Class B Noteholders on those prior Payment Dates, plus interest on any such shortfall at the Class B Rate to the extent permitted by law; (v) FIFTH, to the Holders Noteholders, for distribution pursuant to Section 8.02(d) of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payableIndenture, an amount up to the aggregate of such unpaid obligationsSecond Priority Principal Distribution Amount, if any; (vi) SIXTHto the Class C Noteholders, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class C Notes at the Class C Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class C Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class C Noteholders on prior Payment Dates over the amounts actually paid to the Class C Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class C Rate to the extent permitted by law; (vii) to the Noteholders, for distribution pursuant to Section 8.02(d) of the Indenture, the Third Priority Principal Distribution Amount, if any; (viii) to the Class D Noteholders, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class D Notes at the Class D Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class D Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class D Noteholders on prior Payment Dates over the amounts actually paid to the Class D Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class D Rate to the extent permitted by law; (ix) to the Noteholders, for distribution pursuant to Section 8.02(d) of the Indenture, the Regular Principal Distribution Amount; (x) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (xi) first, to the Subordinated Certificateholders PRO RATA based on Indenture Trustee and the principal amount of Owner Trustee, pro rata, and second, to the Asset Representations Reviewer, any reimbursements, expenses and indemnification amounts, in each Subordinated Certificate held case to the extent such reimbursements, expenses and indemnification amounts have not been previously paid by such Person in an amount not the Servicer and to exceed the outstanding balance of such Subordinated CertificatesSecurities Intermediary, any accrued and unpaid indemnification expenses owed to it; and (viixii) SEVENTH, all any remaining amounts Available Amounts indicated in the Servicer’s Report to be for deposit into the Certificate Distribution Account for subsequent distribution to the Sellers as Holders Certificateholder pursuant to Section 5.02 of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferTrust Agreement. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.

Distributions. (a) The rights of the Certificateholders to receive distributions from the proceeds of the Trust Fund, and all ownership interests of the Certificateholders in such distributions, shall be as set forth in this Agreement. (b) On each Distribution Date, Remittance Date the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw from the Certificate Account the sum of (A) that portion of the Available Funds received from the Servicer pursuant to Section 6.01(a)(i), (B) the amounts received pursuant to Section 6.01(a)(ii) and (iv) and (C) the amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary therein pursuant to provide for the payments set forth below Section 6.02(b)(i), and shall make the following payments distributions thereof in the following order on such Distribution Dateof priority: (i) FIRSTFirst, to the Class A Certificates in an amount equal up to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectivelyClass A Interest Distribution Amount; (ii) SECONDSecond, to the Class A Certificates in an amount equal up to the Quarterly Interest due on such sum of (a) the Class A Principal Distribution Date Amount and any Additional Amounts with respect to (b) the Series 2002-Class A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderCarry Forward Amount; (iii) THIRDThird, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A CertificateholderSpread Account, any remaining Available Funds unless and until the amount therein equals the Specified Spread Account Requirement; (iv) FOURTHFourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, to the Class B Certificates in an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderClass B Interest Distribution Amount minus the Class Carry Forward Interest Amount for the Class B Certificates; (v) FIFTHFifth, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payableClass B Certificates, in an amount up to the aggregate sum of such unpaid obligations(a) the Class B Principal Distribution Amount and (b) the Class B Carry Forward Amount; (vi) SIXTHSixth, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person Expense Account in an amount not up to exceed one-twelfth of the outstanding balance of such Subordinated Certificates; andAnnual Expense Escrow Amount plus any amount required to be paid to the Trustee pursuant to Section 6.03(a) resulting from insufficiencies in the Expense Account; (vii) SEVENTHSeventh, all to the Class B Certificates, the Class Carry Forward Interest Amount for the Class B Certificates; (viii) Eighth, to the Servicer in an amount up to the Reimbursable Amounts; (ix) Ninth, any remaining amounts to the Sellers Spread Account Depositor. Additionally, on the Special Remittance Date, the Trustee shall withdraw from the Certificate Account the amount, if any, deposited therein pursuant to Section 6.01(a)(v) and make distributions thereof as Holders follows: from amounts transferred from the Pre-Funding Account, distributions of principal to the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as Class A and Class B Certificates pro rata based upon the Sellers may direct, in each case by wire transferClass A and Class B Percentages. (bc) The Paying Agent shall make all All distributions made to each Series 2002-A Certificateholder the Certificateholders of a particular Class will be made on a pro rata basis among the Certificateholders of record of the applicable Class on the immediately next preceding Record Date (other than as provided in Section 9.3 of based on the Master Trust Agreement respecting a final distribution). Such distributions Percentage Interest represented by their respective Certificates on such date, and shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held check or, upon request by such Certificateholder to the Series 2002-A Certificate Balance) a Certificateholder, by wire transfer of immediately available funds to each Series 2002-A the account of such Certificateholder as at a bank or other entity having appropriate facilities therefor, and, in the case of wire transfers, at the expense of such Person's address appears on the Certificateholder unless such Certificateholder shall own of record Certificates which have initial Certificate RegisterPrincipal Balances aggregating at least $5,000,000.

Distributions. (a) On each Distribution Date prior to the Final Distribution Date, the Paying AgentTrustee shall, based upon information provided by the Master Servicer and, if applicable, the Special Servicer, withdraw from the Collection Account and apply the Available Distribution Amount for such Distribution Date, such application to be made for the following purposes and in the following order of priority, in each case to the extent of remaining available funds: first, to make distributions of interest to the Holders of the respective Classes of the Senior Certificates, up to an amount equal to, and pro rata as among such Classes of Certificateholders in accordance with, all Distributable Certificate Interest in respect of each such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; second, to make distributions of principal to the Holders of the respective Classes of the Senior Class A Certificates, in the following amounts and order of priority: (i) to the Holders of the Class A-1 Certificates, up to an amount (not to exceed the Class Principal Balance of the Class A-1 Certificates outstanding immediately prior to such Distribution Date) equal to the Adjusted Principal Distribution Amount for such Distribution Date; (ii) to the Holders of the Class A-2 Certificates, up to an amount (not to exceed the Class Principal Balance of the Class A-2 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of the Class A-1 Certificates pursuant to subclause (i) of this clause second); (iii) to the Holders of the Class A-3 Certificates, up to an amount (not to exceed the Class Principal Balance of the Class A-3 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Senior Class A Certificates pursuant to a prior subclause of this clause second); (iv) to the Holders of the Class A-4 Certificates, up to an amount (not to exceed the Class Principal Balance of the Class A-4 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Senior Class A Certificates pursuant to a prior subclause of this clause second); (v) to the Holders of the Class A-5 Certificates, up to an amount (not to exceed the Class Principal Balance of the Class A-5 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Senior Class A Certificates pursuant to a prior subclause of this clause second); and (vi) to the Holders of the Class A-6 Certificates, up to an amount (not to exceed the Class Principal Balance of the Class A-6 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Senior Class A Certificates pursuant to a prior subclause of this clause second); provided, however, that, notwithstanding the immediately preceding clauses (i) through (vi), on each Distribution Date coinciding with or following the Senior Class A Principal Distribution Cross-Over Date, but prior to the Final Distribution Date, the Trustee shall make distributions of principal to the Holders of the respective Classes of the Senior Class A Certificates, on a pro rata basis, in accordance with the report delivered respective Class Principal Balances of those Classes outstanding immediately prior to such Distribution Date, until the Class Principal Balance of each such Class has been reduced to zero, in an aggregate amount equal to the entire Adjusted Principal Distribution Amount for such day Distribution Date; third, to reimburse the Holders of the respective Classes of the Senior Class A Certificates, up to an amount equal to, and on a pro rata basis as among such Classes of Certificateholders in accordance with, the Loss Reimbursement Amount with respect to each such Class of Certificates for such Distribution Date; and fourth, to make distributions to the Holders of the respective Classes of the Subordinate Certificates as provided in Section 4.01(b). All distributions of interest, if any, made in respect of either Class of Interest-Only Certificates on any Distribution Date as provided above in this Section 4.01(a) shall be made, and deemed to have been made, in respect of the various REMIC III Components of the subject Class of Interest-Only Certificates, pro rata in accordance with the respective amounts of Distributable Component Interest in respect of such REMIC III Components for such Distribution Date and, to the extent not previously deemed paid pursuant to SECTION 5.1(athis paragraph, for all prior Distribution Dates, if any. (b) On each Distribution Date prior to the Final Distribution Date, after making the distributions in respect of the Senior Certificates provided for in Section 4.01(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during Trustee shall, based on information provided by the Related Collection Period Master Servicer and, if applicable, the Special Servicer, apply the Subordinate Available Distribution Amount for such amount of funds as are necessary to provide Distribution Date for the payments set forth below following purposes and shall make the following payments in the following order on such Distribution Dateof priority, in each case to the extent of remaining available funds: (i) FIRSTto make distributions of interest to the Holders of the Class A-J Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (ii) after the Class Principal Balances of the Senior Class A Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class A-J Certificates, up to an amount (not to exceed the Class Principal Balance of the Class A-J Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of the Senior Class A Certificates pursuant to Section 4.01(a) above); (iii) to reimburse the Holders of the Class A-J Certificates, up to an amount equal to the amount calculated pursuant Loss Reimbursement Amount with respect to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectivelysuch Class of Certificates for such Distribution Date; (iiiv) SECONDto make distributions of interest to the Holders of the Class B Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (v) after the Class Principal Balance of the Class A-J Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class B Certificates, up to an amount (not to exceed the Class Principal Balance of the Class B Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause of this Section 4.01(b)); (vi) to reimburse the Holders of the Class B Certificates, up to an amount equal to the Quarterly Loss Reimbursement Amount with respect to such Class of Certificates for such Distribution Date; (vii) to make distributions of interest to the Holders of the Class C Certificates, up to an amount equal to all Distributable Certificate Interest due in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (viii) after the Class Principal Balance of the Class B Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class C Certificates, up to an amount (not to exceed the Class Principal Balance of the Class C Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA Holders of any other Class of Principal Balance Certificates pursuant to each Series 2002-A CertificateholderSection 4.01(a) above or pursuant to any prior clause of this Section 4.01(b)); (iiiix) THIRDto reimburse the Holders of the Class C Certificates, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, up to an amount equal to the Series 2002-A Quarterly Principal Amortization Loss Reimbursement Amount shall be distributed PRO RATA with respect to each Series 2002-A Certificateholdersuch Class of Certificates for such Distribution Date; (ivx) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, make distributions of interest to the Holders of Certificates of any Series or other Persons the Class D Certificates, up to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the aggregate of such unpaid obligationsextent not previously paid, for all prior Distribution Dates, if any; (vixi) SIXTHafter the Class Principal Balance of the Class C Certificates has been reduced to zero, to make distributions of principal to the Subordinated Certificateholders PRO RATA based on Holders of the principal amount of each Subordinated Certificate held by such Person in Class D Certificates, up to an amount (not to exceed the Class Principal Balance of the Class D Certificates outstanding balance immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Subordinated Certificates; andDistribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause of this Section 4.01(b)); (viixii) SEVENTH, all remaining amounts to reimburse the Sellers as Holders of the Sellers' Certificate in accordance Class D Certificates, up to an amount equal to the Loss Reimbursement Amount with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer.respect to such Class of Certificates for such Distribution Date; (bxiii) The Paying Agent shall to make distributions of interest to the Holders of the Class E Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xiv) after the Class Principal Balance of the Class D Certificates has been reduced to zero, to make distributions of principal to each Series 2002-A Certificateholder the Holders of record on the Class E Certificates, up to an amount (not to exceed the Class Principal Balance of the Class E Certificates outstanding immediately preceding Record prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other than as provided in Class of Principal Balance Certificates pursuant to Section 9.3 4.01(a) above or pursuant to any prior clause of this Section 4.01(b)); (xv) to reimburse the Holders of the Master Trust Agreement respecting a final distribution). Such Class E Certificates, up to an amount equal to the Loss Reimbursement Amount with respect to such Class of Certificates for such Distribution Date; (xvi) to make distributions shall be made PRO RATA of interest to each Series 2002-A Certificateholder (based on the ratio Holders of the portion Class F Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xvii) after the Class Principal Balance of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder Class E Certificates has been reduced to zero, to make distributions of principal to the Series 2002-A Holders of the Class F Certificates, up to an amount (not to exceed the Class Principal Balance of the Class F Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause of this Section 4.01(b)); (xviii) to reimburse the Holders of the Class F Certificates, up to an amount equal to the Loss Reimbursement Amount with respect to such Class of Certificates for such Distribution Date; (xix) to make distributions of interest to the Holders of the Class G Certificates, up to an amount equal to all Distributable Certificate BalanceInterest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xx) by wire transfer after the Class Principal Balance of the Class F Certificates has been reduced to each Series 2002-A Certificateholder as zero, to make distributions of principal to the Holders of the Class G Certificates, up to an amount (not to exceed the Class Principal Balance of the Class G Certificates outstanding immediately prior to such Person's address appears Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause of this Section 4.01(b)); (xxi) to reimburse the Holders of the Class G Certificates, up to an amount equal to the Loss Reimbursement Amount with respect to such Class of Certificates for such Distribution Date; (xxii) to make distributions of interest to the Holders of the Class H Certificates, up to an amount equal to all Distributable Certificate Register.Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; (xxiii) after the Class Principal Balance of the Class G Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class H Certificates, up to an amount (not to exceed the Class Principal Balance of the Class H Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause of this Section 4.01(b)); (xxiv) to reimburse the Holders of the Class H Certificates, up to an amount equal to the Loss Reimbursement Amount with respect to such Class of Certificates for such Distribution Date; (xxv) to make distributions of interest to the Holders of the Class J Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any;

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply solely to the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited extent of Available Funds in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Datefollows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal pro rata to the Quarterly Interest due holders of the Class A Certificates and Class B Certificates, distributions accrued during the related Collection Period at the rate of 8.00% per annum on the stated amount of the Class A Certificates to holders of the Class A Certificates on such Distribution Date and any Additional Amounts with respect 0.207% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderClass B Certificates on such Distribution Date, commencing on February 15, 2002 and ending on the Final Scheduled Distribution Date; (iii) THIRDthird, divided between the Classes in accordance with the Allocation Ratio and each Class' portion distributed to the holders of each Class pro rata, if (but only if) available, any additional payments owed and paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up pro rata to the outstanding Series 2002-Class A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderCertificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (v) FIFTHfifth, to the Holders extent there remain Available Funds in the Certificate Account, to any creditors of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate in satisfaction of such unpaid obligations;liabilities thereto; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fund▇ ▇▇▇▇▇n ▇▇ ▇he Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of each Subordinated its Affiliates will have any claim agai▇▇▇ ▇▇▇ ▇▇▇▇▇ pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate held by Account on such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferDistribution Date. (b) The Paying Agent On an Optional Exchange Date, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder Merrill Lynch & Co. or any of record on the immediately preceding Record Date (its Affiliates, other than the Depositor, ▇▇ ▇▇y ▇▇▇▇r Person exercising an optional exchange pursuant to Section 7 hereof, as provided the case may be, Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply solely to the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited extent of Available Funds in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Datefollows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal pro rata to the Quarterly Interest due holders of the Class A Certificates and Class B Certificates, interest accrued during the related Collection Period at the rate of 7.00% per annum on the stated amount of the Class A Certificates and 0.95% per annum multiplied by the principal amount of the Underlying Securities (the "Class B Payments") to holders of the Class B Certificates on such Distribution Date Date, commencing on April 15, 1999 and any Additional Amounts with respect to ending on the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderFinal Scheduled Distribution Date; (iii) THIRDthird, pro rata in accordance with the Allocation Ratio to the holders of the Class A Certificateholders and Class B Certificateholders, if (but only if) available, any additional payments owed and paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-Class A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderCertificateholders, on the Final Scheduled Distribution Date only, a distribution of the principal amount of the Underlying Securities held by the Trust as of such date; (v) FIFTHfifth, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from Trustee, the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations;Ordinary Expenses; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto. Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to any Class of Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount of each Subordinated Certificate held by next Distribution Date on which sufficient funds are available on the Available Funds to pay such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfershortfall. (b) The Paying Agent On the Optional Exchange Date, if applicable, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. or any of record on the immediately preceding Record Date (other than as provided its Affiliates Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Date: (i) FIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Date the Trustee and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA distribute to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on as of the immediately next preceding Record Date (other than as provided in Section 9.3 of 9.01 respecting the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA ) either in immediately available funds (by wire transfer or otherwise) to each Series 2002-A the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Trustee at least 5 Business Days prior to the related Record Date, or otherwise by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register, such Certificateholder’s share (based on the ratio aggregate of the portion Percentage Interests represented by Certificates of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate applicable Class held by such Certificateholder Holder) of the amounts required to be distributed to such Holder pursuant to this Section 4.01. (b) Distributions to holders of each Class of Certificates will be made on each Distribution Date from the aggregate Available Funds for Loan Group I, Loan Group II and Loan Group III in the following order of priority: (i) Concurrently, (a) from Group I Available Funds, to the Series 2002Class I-A Certificates, pro rata, based on entitlement, the Accrued Certificate BalanceInterest for such Class and such Distribution Date plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Dates with interest thereon at the related Pass-Through Rate, (b) by wire transfer from Group II Available Funds, to each Series 2002Class II-A Certificateholder as Certificates, pro rata, based on entitlement, the Accrued Certificate Interest for such Person's address appears Class and such Distribution Date plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Dates with interest thereon at the related Pass-Through Rate, and (c) from Group III Available Funds, to Class III-A Certificates, pro rata, based on entitlement, the Accrued Certificate Interest for such Class and such Distribution Date plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Dates with interest thereon at the related Pass-Through Rate; (ii) concurrently, (a) from remaining Group I Available Funds, to the Class II-A Certificates and the Class III-A Certificates, pro rata, based on entitlement, the Accrued Certificate Interest for each such Class and such Distribution Date plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Dates with interest thereon at the related Pass-Through Rate, (b) from remaining Group II Available Funds, to Class I-A Certificates and the Class III-A Certificates, pro rata, based on entitlement, the Accrued Certificate Interest for each such Class and such Distribution Date plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Dates with interest thereon at the related Pass-Through Rate, and (c) from remaining Group III Available Funds, to Class I-A Certificates and the Class II-A Certificates, pro rata, based on entitlement, the Accrued Certificate Interest for each such Class and such Distribution Date plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Dates with interest thereon at the related Pass-Through Rate; (iii) sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates, in that order, the Accrued Certificate Interest for each such Class and such Distribution Date; (iv) (A) for each Distribution Date prior to the Stepdown Date or on which a Trigger Event is in effect, in the following order of priority: (1) in an amount up to the Principal Distribution Amount for such Distribution Date, concurrently, to the following Classes of Certificates, based on the related Principal Distribution Amount: (a) in an amount up to the Group I Principal Distribution Amount for such Distribution Date, in the following order of priority: (i) concurrently, to the Class I-A Certificates, pro rata, based on the Certificate Register.Principal Balances thereof, until their respective Certificate Principal Balances are reduced to zero; and (ii) concurrently, to the Class II-A Certificates and the Class III-A Certificates, pro rata, based on the Certificate Principal Balances thereof, until their respective Certificate Principal Balances are reduced to zero; and (b) in an amount up to the Group II Principal Distribution Amount for such Distribution Date, in the following order of priority (i) concurrently, to the Class II-A Certificates, pro rata, based on the Certificate Principal balances thereof, until their respective Certificate Principal Balances are reduced to zero; and (ii) concurrently, to the Class I-A Certificates and the Class III-A Certificates, pro rata, based on the Certificate Principal balances thereof, until their respective Certificate Principal Balances are reduced to zero; and (c) in an amount up to the Group III Principal Distribution Amount for such distribution date, in the following order of priority: (i) concurrently, to the Class III-A Certificates, pro rata, based on the Certificate Principal Balances thereof, until their respective Certificate Principal Balances are reduced to zero; and (ii) concurrently, to the Class I-A Certificates and the Class II-A Certificates, pro rata, based on the Certificate Principal Balances thereof, until their respective Certificate Principal Balances are reduced to zero; and

Distributions. (a) On Except as otherwise provided in Section 3(c), on each applicable Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw from amounts deposited apply Available Funds in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments follows in the following order on such Distribution Dateof priority: (i) FIRSTthe Trustee will pay the interest portion of Available Funds (subject to Section 5(c) and Section 5(d) below): (a) first, to the Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (b) second, to the holders of the Class A-1 Certificates and to the holders of the Class A-2 Certificates, interest accrued and unpaid on each such Class pro rata in proportion to their entitlements thereto. (ii) the Trustee will pay the principal portion of Available Funds: (a) first, to the Trustee, as reimbursement for any remaining Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (b) second, to the holders of the Class A-1 Certificates, the Certificate Principal Amount. (b) Distributions of interest on the Class A-1 Certificates and Class A-2 Certificates may be deferred as a result of the deferral of payment on the Underlying Securities. Distributions on the Underlying Securities may be deferred pursuant to the Underlying Securities Trust Agreement for up to ten consecutive semiannual interest periods (each, a "Deferral Period") provided that no Deferral Period may extend beyond the Final Scheduled Distribution Date. During any Deferral Period, interest on the Underlying Securities will continue to accrue at the applicable rate per annum compounded semi-annually. Interest on deferred and compounded interest on the Class A-1 Certificates and Class A-2 Certificates will be owing only to the extent that such interest is actually received by the Trustee on the Underlying Securities. (c) Notwithstanding the foregoing, if the Underlying Securities are redeemed, prepaid or liquidated in whole or in part for any reason (including a Special Event) other than due to the occurrence of an Event of Default or at their maturity, the Trustee shall apply Available Funds in the manner described in Section 5(h) in the following order of priority: (i) first, to the Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; (ii) second, to the holders of the Class A-1 Certificates, an amount equal to the outstanding principal amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee thereof plus accrued and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholderunpaid interest thereon; (iii) THIRDthird, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA holders of the Class A-2 Certificates, the present value of all amounts that would otherwise have been payable on the Class A-2 Certificates for the period from the date of such redemption or prepayment to each Series 2002-A Certificateholder;the Final Scheduled Distribution Date using a discount rate of 8.375% per annum, assuming no delinquencies, deferrals, redemptions or prepayments on the Underlying Securities; and (iv) FOURTHfourth, any remainder to the holders of the Class A-1 Certificates and the Class A-2 Certificates pro rata in proportion to the ratio of the Class A-1 Allocation to the Class A-2 Allocation. (d) Notwithstanding the foregoing, if (but only if) a Series 2002-A Rapid Amortization Period has commencedthe Underlying Securities are redeemed, an amount up prepaid or liquidated in whole or in part due to the outstanding Series 2002-A Certificate Balance occurrence of an Event of Default, the Trustee shall be distributed PRO RATA apply Available Funds to each Series 2002-A Certificateholder;the holders of the Class A-1 Certificates and the holders of the Class A-2 Certificates in accordance with the ratio of the Class A-1 Allocation to the Class A-2 Allocation. (ve) FIFTHUnless otherwise instructed by holders of Certificates representing a majority of the Voting Rights, thirty (30) days after giving notice pursuant to Section 8 hereof, the Trustee shall sell the Underlying Securities pursuant to Section 13 hereof and deposit the Liquidation Proceeds, if any, into the Certificate Account for distribution not later than two (2) Business Days after the receipt of immediately available funds in accordance with Section 5(d) hereof. (f) If the Trustee receives non-cash property in respect of the Underlying Securities as a result of a payment default on the Underlying Securities (including from the sale thereof), the Trustee will promptly give notice to the Holders of Depository, or for any Certificates of any Series which are not then held by DTC or other Persons to whom any other accrued depository, directly to the registered holders of the Certificates then outstanding and unpaid. Such notice shall state that the Trustee shall and the Trustee shall, not later than 30 days after the receipt of such property, allocate and distribute such property to the holders of Class A-1 Certificates and Class A-2 Certificates then outstanding and unpaid expenses (including indemnification amountsafter deducting the costs incurred in connection therewith) or in accordance with Section 5(d) hereof. Property other obligations payable from than cash will be liquidated by the Trust Assets are payableTrustee, an amount up and the proceeds thereof distributed in cash, only to the aggregate extent necessary to avoid distribution of fractional securities to Certificateholders. In-kind distribution of such unpaid obligations; (vi) SIXTH, property to the Subordinated Certificateholders PRO RATA based on will be deemed to reduce the principal amount of each Subordinated Certificate held by Certificates on a dollar-for-dollar basis. (g) Subject to Section 9(f) hereof, to the extent Available Funds are insufficient to make any required distributions due to any Class of Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date (or date referred to in Section 5(h) hereof) on which sufficient funds are available to pay such Person shortfall. (h) If a payment with respect to the Underlying Securities is made to the Trustee (i) after the payment date of the Underlying Securities on which such payment was due or (ii) after the Underlying Securities are redeemed, prepaid or liquidated in whole or in part for any reason (including a Special Event) other than due to the occurrence of an amount not Event of Default or at their maturity, then the Trustee will distribute any such amounts received on the next occurring Business Day (a "Special Distribution Date") as if the funds had constituted Available Funds on the Distribution Date immediately preceding such Special Distribution Date; provided, however, that the Record Date for such Special Distribution Date shall be five Business Days prior to exceed the outstanding balance day on which the related payment was received from the Underlying Securities Trustee. (i) Notwithstanding Section 3.12 of the Standard Terms, if the Underlying Securities Issuer ceases to file periodic reports as required under the Exchange Act, the Depositor shall within a reasonable time instruct the Trustee to distribute the Underlying Securities in-kind to the Class A-1 Certificateholders or sell the Underlying Securities and distribute the proceeds of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts sale to the Sellers as Holders of the Sellers' Certificate certificateholders in accordance with each Seller's applicable Seller Percentage or as Section 5(c); provided, however, the Sellers may direct, in each case by wire transfer. (b) The Paying Agent Trustee shall make all distributions to each Series 2002-A Certificateholder not sell the Underlying Securities unless the proceeds of record on such sale would exceed the immediately preceding Record Date (other than as provided in Section 9.3 sum of the Master Trust Agreement respecting a final distribution). Such distributions amounts to be distributed pursuant to clauses 5(c)(i) and 5(c)(ii) above; and provided, further, the Depositor shall be made PRO RATA not instruct the Trustee to each Series 2002-A Certificateholder distribute or sell the Underlying Securities pursuant to this clause unless the Underlying Securities Issuer has either (based on x) stated in writing that it intends permanently to cease filing reports required under the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder Exchange Act or (y) failed to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Registerfile any required reports for one full calendar year.

Distributions. (a) On During the Revolving Period, on the Distribution Date with respect to each Collection Period, the Trustee shall distribute the funds on deposit in the Series 1997-1 Trustee's Account (including amounts deposited pursuant to Section 4.07 and Section 8.01) on such Distribution Date, in the Paying Agentfollowing order of priority, in accordance with the report Distribution Date Statement delivered for such day pursuant to SECTION 5.1(a)Section 5.02(a): (i) to the Servicer (if the Servicer is other than Federal-Mogul) the accrued and unpaid Monthly Servicing Fee and any Service Transfer expenses incurred by a Successor Servicer which have not been paid by Federal-Mogul as the initial Servicer; (ii) to the Class A Certificateholders, shall withdraw from amounts deposited ratably in accordance with their respective Undivided Fractional Interests: (A) for payment of accrued and unpaid Program Fees, Administration Fees and Other Fees other than Breakage Costs; (B) for payment of the Class A Monthly Interest, any Class A Monthly Interest previously due but not paid and any Class A Additional Interest; and (C) for payment of accrued and unpaid Breakage Costs; provided, however, if remaining funds on deposit in the Series 20021997-1 Trustee's Account are not sufficient to fund all amounts due pursuant to clauses (a)(ii) (A), (B) and (C), the Class A Certificate Certificateholders shall apply such remaining funds pro rata to the amounts due pursuant to clauses (a)(ii)(A), (B) and (C); (iii) to the Class A Certificateholders: (A) for the payment of the Escrow Account Amount, if any, and the Coverage Amount, if any, and such amount shall be applied to reduce the Class A Invested Amount; (B) If the Class A Invested Amount is greater than the Class A Purchase Limit on such Distribution Date, remaining funds in the Series 1997-1 Trustee's Account shall be applied to reduce the Class A Invested Amount until the Class A Invested Amount equals the Class A Purchase Limit; and (C) If the Seller elects to make an Optional Repayment pursuant to Section 4.07, the Optional Repayment Amount deposited to the Series 1997-1 Trustee's Account shall be applied to reduce the Class A Invested Amount. (iv) so long as Federal-Mogul is the Servicer, any remaining available funds up to the accrued and unpaid Monthly Servicing Fee to Federal-Mogul; and (v) the remainder to the Class B Certificateholders. (b) On each Distribution Date during the Related Collection Period Amortization Period, the Trustee shall distribute the funds on deposit in the Series 1997-1 Trustee's Account on such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments Distribution Date, in the following order on such of priority, in accordance with the Distribution Date:Date Statement delivered pursuant to Section 5.02(a): (i) FIRSTto the Class A Certificateholders any enforcement expenses due to the Class A Certificateholders; (ii) to the Servicer (if the Servicer is other than Federal-Mogul) the accrued and unpaid Monthly Servicing Fee and Service Transfer expenses incurred by a Successor Servicer which have not been paid by the initial Servicer; (iii) to the Class A Certificateholders ratably in accordance with their respective Undivided Fractional Interests: (A) for payment of the Class A Monthly Interest, any Class A Monthly Interest previously due but not paid and any Class A Additional Interest; (B) for payment of accrued and unpaid Breakage Costs; provided, however, if remaining funds on deposit in the Series 1997-1 Trustee's Account are not sufficient to fund all amounts due pursuant to clauses (b)(iii) (A) and (B), the Class A Certificateholders shall apply such remaining funds pro rata to the amounts due pursuant to clauses to clauses (b)(iii)(A) and (B); (iv) to the Class A Certificateholders for the payment of the Coverage Amount, if any, and such amount shall be applied to reduce the Class A Invested Amount; (v) to the Class A Certificateholders, ratably in accordance with their respective Undivided Fractional Interests, the Class A Controlled Amortization Amount in reduction of the Class A Invested Amount and any other amounts due the Class A Certificateholders under the Transaction Documents; (vi) to the Class A Certificateholders for payment of accrued and unpaid Program Fees, Administration Fees and Other Fees (other than Breakage Costs); (vii) so long as Federal-Mogul is the Servicer, any remaining available funds up to the accrued and unpaid Monthly Servicing Fee to Federal-Mogul; and (viii) the remainder to the Class B Certificateholder. (c) On each Distribution Date during an Early Amortization Period and on the Distribution Dates referred to in Sections 9.01(b) and 9.02 (a) hereof the Trustee shall distribute the funds on deposit in the Series 1997-1 Trustee's Account on such Distribution Date in the following order of priority in accordance with the Distribution Date Statement delivered pursuant to Section 5.02(a): (i) to the Servicer (if the Servicer is other than Federal-Mogul) the accrued and unpaid Monthly Servicing Fee and any Service Transfer expenses incurred by a Successor Servicer which have not been paid by Federal-Mogul as the initial Servicer; (ii) to the Class A Certificateholders any enforcement expenses due to the Class A Certificateholders; (iii) to the Class A Certificateholders, ratably in accordance with their respective Undivided Fractional Interests (A) for payment of accrued and unpaid Purchaser Fees, Administration Fees and Other Fees other than Breakage Costs, (B) for payment of Class A Monthly Interest, any Class A Monthly Interest previously due but not paid and any Class A Additional Interest; and (C) for payment of accrued and unpaid Breakage Costs; If remaining funds on deposit in the Series 1997-1 Trustee's Account are not sufficient to fund all amounts due pursuant to clauses (c)(iii)(A), (B) and (C), the remaining funds shall be distributed to the Class A Certificateholders and the Class A Certificateholders shall apply such funds pro rata to the amounts due pursuant to clauses (c)(iii)(A), (B) and (C); (iv) to the reduction of the Class A Invested Amount until such Class A Invested Amount has been reduced to zero; and (v) the remainder, to the Class B Certificateholder until such Class B Invested Amount has been reduced to zero. Upon payment in full to all of the Series 1997-1 Certificateholders of the Invested Amount, all accrued and unpaid interest thereon and all other amounts due the Series 1997-1 Certificateholders under the Transaction Documents, payment in full to the Servicer of the Monthly Servicing Fee, and provided that no amounts are then due and unpaid to the Holders of any other outstanding Series, all amounts remaining on deposit in the Series 1997-1 Trustee's Account shall be distributed by the Trustee to the Holder of the Class B Certificate, and all amounts, if any, remaining in the Collection Account shall be distributed by the Trustee to the Holder of the Class B Certificate; provided, however, that if at any time after the payment that would have otherwise resulted in such payment in full, such payment is rescinded or must otherwise be returned for any reason, effective upon such rescission or return such payment in full shall automatically be deemed, as between the Series 1997-1 Certificateholders and the Class B Certificateholder, never to have occurred, and the Class B Certificateholder shall be required, to the extent it received any amounts under this Section 5.01, to remit to the Trustee an amount equal to the amount calculated pursuant rescinded or returned payment. (d) Except as provided in Section 12.02 of the Agreement with respect to SECTION 4.3(a) a final distribution, distributions to Series 1997-1 Certificateholders hereunder shall be distributed made by check mailed to each Series 1997-1 Certificateholder at such Certificateholder's address appearing in the Certificate Register without presentation or surrender of any Series 1997-1 Certificate or the making of any notation thereon; provided, however, that distributions will be made by wire transfer of immediately available funds to the account of the Certificateholder entitled thereto at a bank or other entity located in the United States of America having appropriate facilities therefor if such Certificateholder shall have so notified the Trustee and Servicer, respectively; (ii) SECOND, an amount equal in writing by the Record Date immediately prior to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to is the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an registered owner of Certificates in the initial aggregate principal amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders or in excess of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer$2,000,000. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.

Distributions. (a) The Servicer shall calculate all amounts required to be deposited pursuant to this Section and deliver a Servicer’s Certificate on or before the second Business Day prior to each Payment Date pursuant to Section 4.09. (b) On each Distribution Payment Date, except as specified in Section 5.04(b) of the Paying AgentIndenture, the Servicer shall instruct the Indenture Trustee in accordance with writing (based on the report information contained in the Servicer’s Certificate delivered for such day on or before the second Business Day prior to each Payment Date pursuant to SECTION 5.1(aSection 4.09) to make distributions from Available Amounts on deposit in the Collection Account, including amounts deposited pursuant to Section 5.06(b), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Dateand priority: (i) FIRST, an amount equal to the amount calculated pursuant Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to SECTION 4.3(a) shall be distributed one or more prior Collection Periods, and Advances not previously reimbursed to the Trustee and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Class A Noteholders, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class A Notes at their respective interest rates on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class A Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class A Noteholders on those prior Payment Dates over the amounts actually paid to the Class A Noteholders on those prior Payment Dates, plus interest on any such shortfall at their respective interest rates to the extent permitted by law; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Class A Notes, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based upon the amount of interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-each Class of Class A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderNotes; (iii) THIRDto the Noteholders, for distribution pursuant to Section 8.02(d) of the Indenture, the First Priority Principal Distribution Amount, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderany; (iv) FOURTHto the Class B Noteholders, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class B Notes at the Class B Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class B Noteholders on the preceding Payment Date; and (b) the excess, if (but only if) a Series 2002-A Rapid Amortization Period has commencedany, an of the amount up of interest payable to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA Class B Noteholders on prior Payment Dates over the amounts actually paid to each Series 2002-A Certificateholderthe Class B Noteholders on those prior Payment Dates, plus interest on any such shortfall at the Class B Rate to the extent permitted by law; (v) FIFTH, to the Holders Noteholders, for distribution pursuant to Section 8.02(d) of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payableIndenture, an amount up to the aggregate of such unpaid obligationsSecond Priority Principal Distribution Amount, if any; (vi) SIXTHto the Class C Noteholders, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class C Notes at the Class C Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class C Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class C Noteholders on prior Payment Dates over the amounts actually paid to the Class C Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class C Rate to the extent permitted by law; (vii) to the Noteholders, for distribution pursuant to Section 8.02(d) of the Indenture, the Third Priority Principal Distribution Amount, if any; (viii) to the Class D Noteholders, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class D Notes at the Class D Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class D Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class D Noteholders on prior Payment Dates over the amounts actually paid to the Class D Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class D Rate to the extent permitted by law; (ix) to the Noteholders, for distribution pursuant to Section 8.02(d) of the Indenture, the Regular Principal Distribution Amount; (x) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (xi) first, to the Subordinated Certificateholders PRO RATA based on Indenture Trustee and the principal amount of Owner Trustee and second, to the Asset Representations Reviewer, any reimbursements, expenses and indemnification amounts, in each Subordinated Certificate held case to the extent such reimbursements, expenses and indemnification amounts have not been previously paid by such Person in an amount not the Servicer and to exceed the outstanding balance of such Subordinated CertificatesSecurities Intermediary, any accrued and unpaid indemnification expenses owed to it; and (viixii) SEVENTH, all any remaining amounts Available Amounts indicated in the Servicer’s Report to be for deposit into the Certificate Distribution Account for subsequent distribution to the Sellers as Holders Certificateholder pursuant to Section 5.02 of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferTrust Agreement. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited funds in the Series 2002-A Certificate Account during Account, solely to the Related Collection Period such amount extent of funds as are necessary to provide for the payments set forth below and shall make the following payments Available Funds in the following order on such Distribution DateCertificate Account, as follows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal pro rata to the Quarterly Interest due holders of the Class A Certificates and Class B Certificates, distributions accrued during the related Collection Period at the rate of 7.1% per annum on the stated amount of the Class A Certificates to holders of the Class A Certificates on such Distribution Date and any Additional Amounts with respect 0.895% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderClass B Certificates on such Distribution Date, commencing on December 1, 2007 and ending on the Final Scheduled Distribution Date; (iii) THIRDthird, divided between the Classes in accordance with the proportionate interest of each Class in any delayed interest payments on the Underlying Securities (i.e., 7.1/7.995 to the Class A Certificateholders and 0.895/7.995 to the Class B Certificateholders) and each Class’ portion distributed to the holders of each Class pro rata, if (but only if) available, any additional payments paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any interest payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up pro rata to the outstanding Series 2002-Class A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderCertificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (v) FIFTHfifth, to the Holders extent there remain Available Funds in the Certificate Account, to any creditors of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate in satisfaction of such unpaid obligations;liabilities thereto; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Services, Inc. and if no Available Funds remain in the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. nor any of each Subordinated its Affiliates will have any claim against the Trust pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate held by Account on such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferDistribution Date. (b) The Paying Agent On an Optional Exchange Date, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. or any of record on the immediately preceding Record Date (its Affiliates, other than the Depositor, or any other Person exercising an optional exchange pursuant to Section 7 hereof, as provided the case may be, Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a) On each Distribution Date, the Paying AgentTrustee shall apply solely to the extent of Available Funds in the Certificate Account as follows: first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and approved by not less than 100% of the report delivered for such day pursuant Certificateholders; second, pro rata to SECTION 5.1(a)the holders of the Class A Certificates and Class B Certificates, shall withdraw from amounts deposited in the Series 2002-A Certificate Account distributions accrued during the Related related Collection Period such at the rate of 7.65% per annum on the stated amount of funds as are necessary the Class A Certificates to provide for holders of the payments set forth below and shall make the following payments in the following order on such Distribution Date: (i) FIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due Class A Certificates on such Distribution Date and 0.10% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Class B Certificates on such Distribution Date, commencing on July 15, 2002 and ending on the Final Scheduled Distribution Date; third, divided between the Classes in accordance with the proportionate interest of each Class in any Additional Amounts with respect delayed interest payments on the Underlying Securities (e.g., 7.65/7.75 to the Series 2002-Class A Series shall be Certificateholders and 0.10/7.75 to the Class B Certificateholders) and each Class' portion distributed PRO RATA to the holders of each Series 2002-A Certificateholder; (iii) THIRDClass pro rata, if (but only if) available, any additional payments paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commencedresult of a delay in the receipt by the Trustee of any interest payment on the Underlying Securities; fourth, an amount equal pro rata to the Series 2002-Class A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTHCertificateholders, if (but only if) on the Final Scheduled Distribution Date only, a Series 2002-A Rapid Amortization Period has commenced, an distribution of the aggregate principal amount up to of the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTHUnderlying Securities; fifth, to the Holders extent there remain Available Funds in the Certificate Account, to any creditors of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate in satisfaction of such unpaid obligations; (vi) SIXTHliabilities thereto; and sixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Funds remain ▇▇ ▇▇▇ C▇▇▇▇▇icate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of each Subordinated its Affiliates will have any claim agai▇▇▇ ▇▇▇ ▇▇▇▇▇ pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate held by Account on such Distribution Date. On an Optional Exchange Date, the Trustee shall distribute to Merrill Lynch & Co. or any of its Affiliates, other than the Depositor, ▇▇ ▇▇y ▇▇▇▇r Person in exercising an amount not optional exchange pursuant to exceed Section 7 hereof, as the outstanding balance of such Subordinated Certificates; and (vii) SEVENTHcase may be, all remaining amounts to the Sellers as Holders of the Sellers' Certificate Underlying Securities in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferSection 7 hereof. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply solely to the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited extent of Available Funds in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Datefollows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal to the Quarterly Interest due Certificateholders, distributions accrued during the related Collection Period at the rate of 8.00% per annum on the stated amount of such Certificates and distributable on such Certificates on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderDate; (iii) THIRDthird, to the Certificateholders, if (but only if) available, any additional distribution owed and paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderCertificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (v) FIFTHfifth, to the Holders extent there remain Available Funds in the Certificate Account, to any creditors of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate in satisfaction of such unpaid obligations;liabilities thereto; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fund▇ ▇▇▇▇▇n ▇▇ ▇he Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of each Subordinated its Affiliates will have any claim agai▇▇▇ ▇▇▇ ▇▇▇▇▇ pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate held by Account on such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferDistribution Date. (b) The Paying Agent On an Optional Exchange Date, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder Merrill Lynch & Co. or any of record on the immediately preceding Record Date (its Affiliates, other than the Depositor, ▇▇ ▇▇y ▇▇▇▇r Person exercising an optional exchange pursuant to Section 7 hereof, as provided the case may be, Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited funds in the Series 2002-A Certificate Account during Account, solely to the Related Collection Period such amount extent of funds as are necessary to provide for the payments set forth below and shall make the following payments Available Funds in the following order on such Distribution DateCertificate Account, as follows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal pro rata to the Quarterly Interest due Certificateholders, distributions accrued during the related Collection Period at the rate of 8.15% per annum on the stated amount of such Certificates and distributable on such Certificates on such Distribution Date commencing on July 15, 2003 and any Additional Amounts with respect to ending on the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderFinal Scheduled Distribution Date; (iii) THIRDthird, to the Certificateholders, if (but only if) available, any additional payments paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any interest payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up pro rata to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderCertificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (v) FIFTHfifth, to the Holders extent there remain Available Funds in the Certificate Account, to any creditors of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate in satisfaction of such unpaid obligations;liabilities thereto; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fund▇ ▇▇▇▇▇n ▇▇ ▇he Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of each Subordinated its Affiliates will have any claim again▇▇ ▇▇▇ T▇▇▇▇ pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate held by Account on such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferDistribution Date. (b) The Paying Agent On an Optional Exchange Date, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder Merrill Lynch & Co. or any of record on the immediately preceding Record Date (its Affiliates, other than the Depositor, ▇▇ ▇▇▇ ▇▇▇▇▇ Person exercising an optional exchange pursuant to Section 7 hereof, as provided the case may be, Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited funds in the Series 2002-A Certificate Account during Account, solely to the Related Collection Period such amount extent of funds as are necessary to provide for the payments set forth below and shall make the following payments Available Funds in the following order on such Distribution DateCertificate Account, as follows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal pro rata to the Quarterly Interest due holders of the Class A Certificates and Class B Certificates, distributions accrued during the related Collection Period at the rate of 7.00% per annum on the stated amount of the Class A Certificates to holders of the Class A Certificates on such Distribution Date and any Additional Amounts with respect 0.45% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderClass B Certificates on such Distribution Date, commencing on September 1, 2003 and ending on the Final Scheduled Distribution Date; (iii) THIRDthird, divided between the Classes in accordance with the proportionate interest of each Class in any delayed interest payments on the Underlying Securities (e.g., 7.00/7.45 to the Class A Certificateholders and 0.45/7.45 to the Class B Certificateholders) and each Class' portion distributed to the holders of each Class pro rata, if (but only if) available, any additional payments paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any interest payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up pro rata to the outstanding Series 2002-Class A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderCertificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (v) FIFTHfifth, to the Holders extent there remain Available Funds in the Certificate Account, to any creditors of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate in satisfaction of such unpaid obligations;liabilities thereto; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Funds r▇▇▇▇▇ ▇n ▇▇▇ Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of each Subordinated its Affiliates will have any claim aga▇▇▇▇ ▇▇e ▇▇▇▇t pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate held by Account on such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferDistribution Date. (b) The Paying Agent On an Optional Exchange Date, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder Merrill Lynch & Co. or any of record on the immediately preceding Record Date (its Affiliates, other than the Deposito▇, ▇▇ ▇n▇ ▇▇▇er Person exercising an optional exchange pursuant to Section 7 hereof, as provided the case may be, Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a1) On each Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw from amounts deposited in the Series 2002-A Certificate Distribution Account during that portion of the Related Collection Period such amount of funds as are necessary Available Distribution Amount equal to provide the Interest Remittance Amount for the payments set forth below that Distribution Date and shall make the following payments disbursements and transfers in the following order on of priority in each case, to the extent of the Interest Remittance Amount remaining for such Distribution Date: (i) FIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Counterparty, first the Trustee Strip Amount for such Distribution Date and Servicer, respectivelythen any unpaid Strip Amounts due from preceding Distribution Dates; (ii) SECONDfirst, an amount equal concurrently to the Quarterly Holders of each Class of Senior Certificates, applied in accordance with the allocation rules set forth in Section 4.01(g) below, the related Monthly Interest due Distributable Amount, on a pro rata basis based on such Monthly Interest Distributable Amount and second, concurrently to each Class of Senior Certificates, applied in accordance with the allocation rules set forth in Section 4.01(g) below, the related Unpaid Interest Shortfall Amount, if any, for each such Class for such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder;on a pro rata basis based on such Unpaid Interest Shortfall Amount. (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Holders of the Class M1 Certificates, the related Monthly Interest Distributable Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderfor such Class of Certificates; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderHolders of the Class M2 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (v) FIFTH, to the Holders of Certificates the Class M3 Certificates, the related Monthly Interest Distributable Amount for such Class of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligationsCertificates; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on Holders of the principal amount Class M4 Certificates, the related Monthly Interest Distributable Amount for such Class of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts concurrently to the Sellers as Holders of the Sellers' Certificate Class M5 Certificates and the Class B-IO Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates on a pro rata basis based on the related Monthly Interest Distributable Amounts. Any Interest Remittance Amount remaining undistributed after giving effect to subclause (i) through (vii) above shall be used in accordance with each Seller's applicable Seller Percentage or as determining the Sellers may directamount of Net Monthly Excess Cashflow, in each case by wire transferif any, for such Distribution Date. (2) On each Distribution Date, the Trustee shall withdraw from the Distribution Account the Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the following order of priority in each case, to the extent of the Principal Distribution Amount remaining for such Distribution Date: (A) On each Distribution Date (a) prior to the Stepdown Date or (b) The Paying Agent on which a Trigger Event is in effect, the Principal Distribution Amount shall make all distributions be distributed as follows: (i) first, to each Series 2002-the Holders of the Class A Certificateholder of record on the immediately preceding Record Date (other than Certificates, allocated as provided in Section 9.3 4.01(f) below, until their respective Certificate Principal Balances have each been reduced to zero; (ii) second, to the Holders of the Master Trust Agreement respecting Class M1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (iii) third, to the Holders of the Class M2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (iv) fourth, to the Holders of the Class M3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (v) fifth, to the Holders of the Class M4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (vi) sixth, to the Holders of the Class M5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (B) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a final distribution). Such distributions Trigger Event is not in effect, the Principal Distribution Amount shall be made PRO RATA distributed as follows: (i) first, to each Series 2002-A Certificateholder (based on the ratio Holders of the portion Class A Certificates, allocated as provided in Section 4.01(f) below, the Class A Principal Distribution Amount, until their respective Certificate Principal Balances have each been reduced to zero; (ii) second, to the Holders of the Series 2002-A Class M1 Certificates, the Class M1 Principal Distribution Amount, until the Certificate Principal Balance represented by each Series 2002-A Certificate held by such Certificateholder thereof has been reduced to zero; (iii) third, to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on Holders of the Class M2 Certificates, the Class M2 Principal Distribution Amount, until the Certificate Register.Principal Balance thereof has been reduced to zero; (iv) fourth, to the Holders of the Class M3 Certificates, the Class M3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; (v) fifth, to the Holders of the Class M4 Certificates, the Class M4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited funds in the Series 2002-A Certificate Account during Account, solely to the Related Collection Period such amount extent of funds as are necessary to provide for the payments set forth below and shall make the following payments Available Funds in the following order on such Distribution DateCertificate Account, as follows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal pro rata to the Quarterly Interest due holders of the Class A Certificates and Class B Certificates, distributions accrued during the related Collection Period at the rate of 7.00% per annum on the stated amount of the Class A Certificates to holders of the Class A Certificates on such Distribution Date and any Additional Amounts with respect 1.25% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderClass B Certificates on such Distribution Date, commencing on February 1, 2005 and ending on the Final Scheduled Distribution Date; (iii) THIRDthird, divided between the Classes in accordance with the proportionate interest of each Class in any delayed interest payments on the Underlying Securities (e.g., 7.00/8.25 to the Class A Certificateholders and 1.25/8.25 to the Class B Certificateholders) and each Class' portion distributed to the holders of each Class pro rata, if (but only if) available, any additional payments paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any interest payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up pro rata to the outstanding Series 2002-Class A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderCertificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (v) FIFTHfifth, to the Holders extent there remain Available Funds in the Certificate Account, to any creditors of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate in satisfaction of such unpaid obligations;liabilities thereto; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital ▇▇▇▇▇▇▇s, ▇▇▇. and if no Available Funds remain in the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount of each Subordinated next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. no▇ ▇▇▇ ▇f ▇▇▇ Affiliates will have any claim against the Trust pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate held by Account on such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferDistribution Date. (b) The Paying Agent On an Optional Exchange Date, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (Merrill Lynch & Co. or ▇▇▇ ▇▇ ▇▇▇ ▇ffiliates, other than the Depositor, or any other Person exercising an optional exchange pursuant to Section 7 hereof, as provided the case may be, Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a) On each Distribution Payment Date, the Paying AgentCollateral Administrator shall distribute from the Collection Account, in accordance with the report delivered applicable Monthly Report prepared by the Collateral Administrator and approved by the Administrative Agent pursuant to Section 12.04, the portion of the Amount Available consisting of Interest Collections for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments Payment Date in the following order on such Distribution Dateof priority: (i) FIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) payment of Taxes and governmental fees owing by or in respect of the Borrower, if any, which expenses shall be distributed to not exceed $50,000 for the Trustee and Servicer, respectivelytrailing three-month period; (ii) SECOND, an amount equal to the Quarterly Collateral Administrator, the Collateral Custodian and the Securities Intermediary, any accrued and unpaid Collateral Administrator Fees and Expenses and Collateral Custodian Fees and Expenses for the related Interest due on such Distribution Date and Period, which expenses shall not exceed the sum of (1) 0.025% of the Dollar Equivalent of the aggregate principal balance of the Collateral Assets plus (2) $100,000 for any Additional Amounts with respect to the Series 2002rolling 12-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholdermonth period; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002payment of (1) any Other Administrative Expenses then due, which expenses shall not exceed $50,000 for any rolling 12-A Quarterly Principal Amortization Amount shall be distributed PRO RATA month period and (2) to each Series 2002-A Certificateholderthe Servicer, any accrued and unpaid Servicing Fee for the related Interest Period, unless the Servicer has waived such Servicing Fee by notice to the Collateral Administrator; (iv) FOURTHto the Arranger and the Administrative Agent, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, in an amount up equal to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholderany accrued and unpaid Agent Fees; (v) FIFTHpro rata to each Lender, in an amount equal to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses interest on the Loans made by such Lender and any accrued and unpaid Commitment Fee (including indemnification amounts) or other obligations payable from such Commitment Fee to be allocated based on the Trust Assets are payable, an amount up to the aggregate Unused Amount of such unpaid obligationseach Lender); (vi) SIXTHto the Lenders pro rata in accordance with each Lender’s Outstanding Amount, in the amount necessary to cure any Borrowing Base Deficiency; (vii) to any Affected Persons, any Increased Costs then due and owing; (viii) pro rata to each Lender, in an amount equal to (x) any accrued and unpaid Make-Whole Fee and (y) if the Commitments have been terminated in whole pursuant to Section 2.04, the Total Outstandings; (ix) to the extent not previously paid by or on behalf of the Borrower, to each Indemnitee, any Indemnified Amounts then due and owing to each such Indemnitee; (x) to the extent not previously paid pursuant to Section 2.13(a)(ii) above, to the Subordinated Certificateholders PRO RATA based on Collateral Administrator, the principal amount Collateral Custodian and the Securities Intermediary, any Collateral Administrator Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Administrator, the Collateral Custodian and the Securities Intermediary; (xi) (i) first, to the payment of each Subordinated Certificate held any Taxes or governmental fees owing by such Person or in an amount respect of the Borrower to the extent not paid pursuant to exceed Section 2.13(a)(i) above, and then (ii) second, to pay any other amounts due under this Agreement and the outstanding balance of such Subordinated Certificatesother Loan Documents and not previously paid pursuant to this Section 2.13(a); and (viixii) SEVENTH(x) if a Default has occurred and is continuing, all to remain in the Interest Collection Account as Interest Collections or (y) otherwise, the remaining amounts Amount Available constituting Interest Collections to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferBorrower. (b) The Paying On each Payment Date, the Collateral Administrator shall distribute from the Collection Account, in accordance with the applicable Monthly Report prepared by the Collateral Administrator and approved by the Administrative Agent shall make all distributions pursuant to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of 12.04, the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by Amount Available consisting of Principal Collections for such Certificateholder Payment Date in the following order of priority: (i) (x) if such Payment Date is an Interim Payment Date, if in the Servicer’s good faith estimation an amount at least equal to the Series 2002-A Certificate Balanceamount required to make the payments set forth in Section 2.13(a)(i) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears through (vi) on the Certificate Register.next Payment Date is not then on deposit in the Interest Collection Account or shall not be on deposit in the Interest Collection Account on the next Payment Date, the amount of such deficiency shall be retained in the Principal Collection Account and (y) if such Payment Date is not an Interim Payment Date, to the extent not previously paid pursuant to Section 2.13(a)(i) through (vi), to the payment of such amounts, in the amount and order of priority set forth in Section 2.13(a);

Distributions. (a) On the Business Day prior to each Distribution Date, the Certificate Administrator shall provide written notice to the Trustee indicating the amount of Accrued Certificate Interest on each Class of the Certificates, and the Principal Distribution Amount and the allocation thereof to each Class of Certificates, for such Distribution Date. On each Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw from amounts deposited in the Series 2002-A Certificate Account during all funds then on deposit, and the Related Collection Period Trustee or the Paying Agent appointed by the Trustee shall distribute to the Holders of each respective Class of Certificates, from such amount of funds as are necessary to provide for the payments set forth below and shall make Available Distribution Amount, the following payments amounts, in the following order on such of priority, in each case to the extent of the Available Distribution DateAmount: (i) FIRSTfirst, concurrently to the Class [A-1] Certificateholders, Class [A-2] Certificateholders, Class [S] Certificateholders and Class R Certificateholders on a pro rata basis based on the Accrued Certificate Interest payable thereon, Accrued Certificate Interest on such Class of Certificates as applicable for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid for any previous Distribution Date; (ii) second, an amount equal to the Principal Distribution Amount shall be distributed in reduction of the Certificate Principal Balances of the Classes set forth below as follows: (A) first, to the Class R Certificates, until the Certificate Principal Balance thereof is reduced to zero; (B) second, to the Class [A-1] Certificates, until the Certificate Principal Balance thereof is reduced to zero; and (C) third, to the Class [A-2] Certificates, until the Certificate Principal Balance thereof is reduced to zero; (iii) third, to the Class [A-3] Certificateholders, Accrued Certificate Interest on such Classes of Certificates as applicable for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date (to the extent such unpaid Accrued Certificate Interest does not constitute an Accretion Amount); (iv) fourth, an amount equal to the Principal Distribution Amount remaining after the distribution described in clause (ii) above shall be distributed in reduction of the Certificate Principal Balance of the Class [A-3] Certificates, until the Certificate Principal Balance thereof is reduced to zero; the extent that Accrued Certificate Interest is not then payable in accordance with Section 4.01(b); and provided further, that the amount available for interest distributions on the Certificates on any Distribution Date as described above shall not exceed the aggregate amount distributed on the Underlying Agency Securities on the preceding Underlying Security Distribution Date in respect of interest, reduced by the Servicing Fee; and provided further, that no such unpaid Accrued Certificate Interest on the Certificates will be carried forward to the extent that the corresponding amount of any shortfall in interest distributions on any of the Underlying Agency Securities on the preceding Underlying Security Distribution Date is not carried forward with respect to such Underlying Agency Securities; (b) On each Distribution Date prior to the Accretion Termination Date, an amount equal to the amount calculated of Accrued Certificate Interest on the Class [A-3] Certificates for such Distribution Date that would otherwise be distributed on such Certificates on such Distribution Date pursuant to SECTION 4.3(aSection 4.01(a)(iii) shall be distributed added to the Certificate Principal Balance thereof (such amount, the "Accretion Amount"). On and after the Accretion Termination Date, the entire amount of Accrued Certificate Interest on the Class [A-3] Certificates for such Distribution Date shall be payable to such Certificates to the extent not required to retire fully the Class [A-1], Class [A-2] and Class R Certificates on the Accretion Termination Date. Any Accrued Certificate Interest on the Class [A-3] Certificates which is required to be paid to the holders of the Class [A-1], Class [A-2] or Class R Certificates on the Accretion Termination Date as provided in the preceding sentence will be added to the Certificate Principal Balance of the Class [A-3] Certificates in the manner described in the first sentence of this Section 4.01(b). (c) Payments on each Distribution Date will be made to the Certificateholders of record on the related Record Date. Distributions to any Certificateholder on any Distribution Date shall be made by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee or the Paying Agent in writing at least five Business Days prior to the Record Date and if the aggregate amount of distribution to be made to such Holder is at least $10,000, or in such other manner as shall be agreed to by the Trustee and Servicersuch Certificateholder, respectively;or otherwise by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. Final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final distribution. (d) Except as otherwise provided in Section 9.01, whenever the Trustee, as of five Business Days prior to any Record Date, expects that the final distribution with respect to the Certificates will be made on the related Distribution Date, the Trustee shall, no later than such related Record Date mail to each Holder of the Certificates on such date a notice to the effect that: (i) the Trustee expects that the final distribution with respect to the Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee therein specified; and (ii) SECOND, an amount equal to the Quarterly Interest due no interest shall accrue on such Certificates from and after such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferDate. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw from amounts deposited in the Series 2002-A Certificate Account during all Available Funds equal to (x) the Related Collection Period amounts received by the Trustee on and prior to such amount Distribution Date as distributions on the Underlying Securities, reduced by (y) the sum of funds as are necessary any expenses reimbursable to provide for the payments set forth below Depositor and shall make any taxes imposed upon the following payments REMIC. On each Distribution Date, the Trustee will distribute the Available Funds in the following order on such Distribution Dateof priority: (i) FIRST, an amount equal to the Holders of each Class of Certificates, pro rata, interest accrued on the respective Certificate Principal Balances thereof during the preceding Interest Accrual Period at their respective Pass-Through Rates (less any Net Prepayment Interest Shortfalls allocated to such Classes as provided below), together with any accrued and unpaid interest thereon from prior Distribution Dates; provided, however, that prior to the Class A-6 Accretion Termination Date, the amount calculated pursuant to SECTION 4.3(a) of interest accrued on the Certificate Principal Balances of the Class A-6 Certificates during the preceding Interest Accrual Period shall not be distributed as interest thereon but instead shall be distributed in reduction of the Certificate Principal Balances of the Class A-7 Certificates as set forth in clause (iv) below; and further provided that prior to the Trustee Class A-4 Accretion Termination Date, the amount of interest accrued on the Certificate Principal Balances of the Class A-4 Certificates during the preceding Interest Accrual Period shall not be distributed as interest thereon but instead will be distributed in reduction of the Certificate Principal Balances of the Class A-3 and ServicerClass A-9 Certificates, respectivelyin that order, as set forth in clause (v) below; (ii) SECONDas principal, an amount equal to the Quarterly Interest due on such Holders of the Class T Certificate, the Class T Pro Rata Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderAmount; (iii) THIRDas principal, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Holders of the Class A-5 Certificates, the Class A-5 Priority Distribution Amount, until the Certificate Principal Amortization Amount shall be distributed PRO RATA Balances thereof are reduced to each Series 2002-A Certificateholderzero; (iv) FOURTHas principal, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Holders of the Class A-7 Certificates, the Class A-6 Accrual Distribution Amount, until the Certificate Balance shall be distributed PRO RATA Principal Balances of the Class A-7 Certificates have been reduced to each Series 2002-A Certificateholderzero, and then to the Holders of the Class A-6 Certificates; (v) FIFTHas principal, sequentially, to the Holders of the Class A-3 and Class A-9 Certificates, in that order, the Class A-4 Accrual Distribution Amount, until the respective Certificate Principal Balances of the Class A-3 and Class A-9 Certificates of any Series or other Persons have been reduced to whom any other accrued zero, and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up then to the aggregate Holders of such unpaid obligationsthe Class A-4 Certificates; (vi) SIXTHas principal, to the Subordinated Certificateholders PRO RATA based on Holder of the principal amount of each Subordinated Class A-R Certificate, until the Certificate held by such Person in an amount not Principal Balance thereof has been reduced to exceed the outstanding balance of such Subordinated Certificates; andzero; (vii) SEVENTHas principal, all remaining amounts to (A) the Sellers as Holders of the Sellers' Certificate Class A-8, Class A-7 and Class A-6 Certificates according to the priorities set forth in accordance with each Seller's applicable Seller Percentage or as clause (x) below and (B) the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 Holders of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder Class A-1 and Class A-2 Certificates according to the Series 2002-A Certificate Balancepriorities set forth in clause (y) by wire transfer to each Series 2002-A Certificateholder below, as such Person's address appears on the Certificate Register.follows:

Distributions. (a) On each Distribution Determination Date, the Paying Agent, in accordance with the report delivered for such day Servicer shall calculate all amounts required to be deposited or paid pursuant to SECTION 5.1(a)this Section and deliver a Servicer’s Certificate pursuant to Section 4.09. (b) On each Payment Date, the Servicer shall withdraw from amounts deposited instruct the Indenture Trustee in writing (based on the information contained in the Series 2002-A Servicer’s Certificate Account during delivered on the Related Collection Period such amount of funds as are necessary related Determination Date pursuant to provide for the payments set forth below and shall Section 4.09) to make the following deposits and distributions on such Payment Date from Available Amounts on deposit in the Collection Account, and, in the event of a shortfall in meeting the payments described in clauses (i) through (iv) below (an “Available Amounts Shortfall”), from amounts withdrawn from the Reserve Account, in the following order on such Distribution Dateand priority: (i) FIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectivelythe Servicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), and Nonrecoverable Advances; (ii) SECOND, an amount equal to the Quarterly Interest Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due on to each such Distribution Date party, for payment of any Trustee and any Additional Amounts with respect Reviewer Fees and other amounts required to be paid to such party pursuant to the Series 2002-A Series shall be distributed PRO RATA terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), in an aggregate amount not to each Series 2002-A Certificateholderexceed $250,000 in any calendar year; (iii) THIRDto the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class of Notes at their respective Class A Rate on the Outstanding Amount as of the previous Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the excess, if (but only if) a Series 2002-A Rapid Amortization Period has not commencedany, an of the amount equal of interest payable to the Series 2002-Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any such shortfall at the related Class A Quarterly Principal Amortization Amount shall be distributed PRO RATA Rate to each Series 2002-A Certificateholderthe extent permitted by law; (iv) FOURTHto the Principal Distribution Account, the First Priority Principal Distribution Amount, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholderany; (v) FIFTH, to the Holders of Certificates of any Series or other Persons Reserve Account, the amount, if any, necessary to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from cause the Trust Assets are payable, an amount up on deposit in the Reserve Account to equal the aggregate of such unpaid obligationsSpecified Reserve Account Balance; (vi) SIXTHto the Principal Distribution Account, the Regular Principal Distribution Amount; (vii) to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), to the Subordinated Certificateholders PRO RATA based on the principal amount extent any such amounts remain unpaid after application of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificatesclause (ii) above; and (viiviii) SEVENTHany Available Amounts remaining, all remaining amounts if any, to the Sellers as Holders of Certificate Distribution Account. On each Payment Date, the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as Servicer shall instruct the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions Indenture Trustee to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder distribute (based on the ratio information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09), any amounts deposited into the Interest Distribution Account as payment of interest on the Notes pursuant to the priority set forth in Section 8.02(d) of the portion Indenture and the Principal Distribution Account as payment of principal on the Notes pursuant to the priority set forth in Section 8.02(e) of the Series 2002-A Indenture. Notwithstanding that the Notes have been paid in full, the Securities Intermediary shall continue to maintain the Collection Account hereunder until the Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder Percentage Interest is reduced to zero. (c) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the Series 2002-A Certificate Balance) by wire transfer issuer of any securities held hereunder in the Trust Accounts, and, in general, to exercise each and every other power or right with respect to each Series 2002such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote on any securities. (d) The Indenture Trustee is authorized to deposit uninvested funds in non-A Certificateholder interest bearing, unsecured demand deposit accounts at affiliated banks, purchase and sell investment securities through or from affiliated banks and broker-dealers, invest funds in registered investment companies that receive investment management and custodial services from the Indenture Trustee or its Affiliates, subject to the limitations set forth herein. (e) The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right or option to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives the option to receive such Person's address appears on confirmation to the Certificate Registerextent permitted by law. The Indenture Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Indenture Trustee hereunder.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited funds in the Series 2002-A Certificate Account during Account, solely to the Related Collection Period such amount extent of funds as are necessary to provide for the payments set forth below and shall make the following payments Available Funds in the following order on such Distribution DateCertificate Account, as follows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal pro rata to the Quarterly Interest due holders of the Class A Certificates and Class B Certificates, distributions accrued during the related Collection Period at the rate of 6.00% per annum on the stated amount of the Class A Certificates to holders of the Class A Certificates on such Distribution Date and any Additional Amounts with respect 0.125% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderClass B Certificates on such Distribution Date, commencing on August 15, 2003 and ending on the Final Scheduled Distribution Date; (iii) THIRDthird, divided between the Classes in accordance with the proportionate interest of each Class in any delayed interest payments on the Underlying Securities (e.g., 6.00/6.125 to the Class A Certificateholders and 0.125/6.125 to the Class B Certificateholders) and each Class' portion distributed to the holders of each Class pro rata, if (but only if) available, any additional payments paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any interest payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up pro rata to the outstanding Series 2002-Class A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderCertificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (v) FIFTHfifth, to the Holders extent there remain Available Funds in the Certificate Account, to any creditors of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate in satisfaction of such unpaid obligations;liabilities thereto; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Funds r▇▇▇▇▇ ▇n ▇▇▇ Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of each Subordinated its Affiliates will have any claim aga▇▇▇▇ ▇▇e ▇▇▇▇t pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate held by Account on such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferDistribution Date. (b) The Paying Agent On an Optional Exchange Date, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder Merrill Lynch & Co. or any of record on the immediately preceding Record Date (its Affiliates, other than the Deposito▇, ▇▇ ▇n▇ ▇▇▇er Person exercising an optional exchange pursuant to Section 7 hereof, as provided the case may be, Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a) On each Distribution Payment Date, the Certificate Paying AgentAgent shall distribute to the Certificateholders, all funds on deposit in accordance with the report delivered Certificate Distribution Account and available for distribution on such day Payment Date. (i) On each Payment Date, amounts on deposit in the Certificate Distribution Account in respect of the Interest Remittance Amount following distributions pursuant to SECTION 5.1(a), Section 3.05(b)(ii) of the Indenture shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments be distributed in the following order on such Distribution Dateof priority, in each case to the extent of the then remaining Interest Remittance Amount: (iA) FIRSTfirst, an amount equal to the Owner Trustee, in respect of any amount calculated owing to the Owner Trustee hereunder and in respect of any Expenses of the Trust remaining unpaid pursuant to SECTION 4.3(aSection 2.11 of this Agreement; and (B) second, to the Certificateholders, on a pro rata basis, based on the Accrued Certificate Interest thereon, the Accrued Certificate Interest on each Class of Certificates for such Payment Date, plus any such Accrued Certificate Interest remaining unpaid from any previous Payment Date provided, that if the Interest Remittance Amount is insufficient to pay the Certificateholders in full any Accrued Certificate Interest thereon, the amount of such shortfall shall be allocated first, to the Class X Certificates, second, to the Class C-3 Certificates, third, to the Class C-2 Certificates and fourth, to the Class C-1 Certificates. (ii) On each Payment Date, amounts on deposit in the Certificate Distribution Account in respect of the Principal Remittance Amount following distributions pursuant to Section 3.05(c)(i) of the Indenture shall be distributed in the following order of priority, in each case to the extent of the then remaining Principal Remittance Amount: (A) first, to the Owner Trustee, in respect of any amount owing to the Owner Trustee hereunder and in respect of any Expenses of the Trust remaining unpaid pursuant to Section 2.11 and Section 5.01(a)(1)(A) of this Agreement; and (B) second, to the Class C Certificateholders, to the Class C Certificates, on a pro rata basis, based on the then-current Certificate Principal Balances, the remainder of the Principal Remittance Amount, in reduction of the Certificate Principal Balances thereof, until reduced to zero. (iii) In the events that the Certificate Paying Agent receives amounts in connection with Section 5.04 of the Indenture, such amounts shall be distributed to the Trustee and Servicer, respectively;Certificates as follows: (iiA) SECOND, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTHfirst, to the Holders of Certificates Owner Trustee, in respect of any Series or other Persons amount owing to whom the Owner Trustee hereunder and in respect of any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from Expenses of the Trust Assets are payable, an amount up remaining unpaid pursuant to the aggregate Section 2.11 of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificatesthis Agreement; and (viiB) SEVENTHsecond, all remaining amounts to the Sellers as Holders Certificateholders on a pro rata basis, first, in respect of any Accrued Certificate Interest thereon and second, in reduction of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may directPrincipal Balances thereof, in each case by wire transferuntil such balances have been reduced to zero. (b) In the event that any withholding tax is imposed on the distributions (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5. 01. The Certificate Paying Agent is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall make all distributions not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to each Series 2002a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Certificate Paying Agent and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-A Certificateholder of record on U.S. Certificateholder), the immediately preceding Record Date Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (other than as provided in Section 9.3 b). (c) Distributions to Certificateholders shall be subordinated to the creditors of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on Trust, including the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate RegisterBondholders.

Distributions. (a1) On each Distribution Date, the Paying AgentSecurities Administrator, based solely on the information set forth in accordance with the report delivered for such day pursuant to SECTION 5.1(a)Remittance Report, shall withdraw from amounts deposited in the Series 2002-A Certificate Distribution Account during that portion of the Related Collection Period such amount of funds as are necessary Pool 1 Available Funds equal to provide the Pool 1 Interest Remittance Amount for the payments set forth below that Distribution Date and shall make the following payments disbursements and transfers in the following order on of priority in each case, to the extent of the Interest Remittance Amount remaining for such Distribution Date: (i) FIRSTto the Master Servicer, the Master Servicer Fee (the portion allocable to Pool 1), for such Distribution Date; (ii) on the Distribution Date in August 2014 and each Distribution Date thereafter for deposit in the Pool 1 Final Maturity Reserve Account, the Pool 1 Final Maturity Reserve Amount; (iii) first, concurrently to the Holders of each Class of Class AF Certificates, the related Monthly Interest Distributable Amount, on a pro rata basis based on such Monthly Interest Distributable Amount and second, concurrently to each Class of Class AF Certificates, the related Unpaid Interest Shortfall Amount, if any, for each such Class for such Distribution Date on a pro rata basis based on such Unpaid Interest Shortfall Amount. (iv) to the Holders of the Class MF-1 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (v) to the Holders of the Class MF-2 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (vi) to the Holders of the Class MF-3 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (vii) to the Holders of the Class MF-4 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (viii) to the Holders of the Class MF-5 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; and (ix) to the Holders of the Class MF-6 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates. Any Interest Remittance Amount remaining undistributed after giving effect to subclause (i) through (ix) above shall be used in determining the amount of Pool 1 Net Monthly Excess Cashflow, if any, for such Distribution Date. (2) On each Distribution Date, the Securities Administrator shall withdraw from the Distribution Account the Group 1 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the following order of priority in each case, to the extent of the Group 1 Principal Distribution Amount remaining for such Distribution Date: A. On each Distribution Date (a) prior to the Pool 1 Stepdown Date or (b) on which a Pool 1 Trigger Event is in effect, the Securities Administrator will withdraw from the Distribution Account that portion of Available Funds equal to the Group 1 Principal Distribution Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Group 1 Principal Distribution Amount remaining for such Distribution Date: 1. to the holders of the Class AF Certificates, allocated as provided below, until the Class Principal Amounts thereof have been reduced to zero; 2. to the holders of the Class MF-1 Certificates, until the Class Principal Amount thereof has been reduced to zero; 3. to the holders of the Class MF-2 Certificates, until the Class Principal Amount thereof has been reduced to zero; 4. to the holders of the Class MF-3 Certificates, until the Class Principal Amount thereof has been reduced to zero; 5. to the holders of the Class MF-4 Certificates, until the Class Principal Amount thereof has been reduced to zero; 6. to the holders of the Class MF-5 Certificates, until the Class Principal Amount thereof has been reduced to zero; 7. to the holders of the Class MF-6 Certificates, until the Class Principal Amount thereof has been reduced to zero. B. On each Distribution Date (a) on or after the Pool 1 Stepdown Date and (b) on which a Pool 1 Trigger Event is not in effect, the Securities Administrator will withdraw from the Distribution Account the Group 1 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the order of priority described below: 1. to the holders of the Class AF Certificates, allocated as provided below, the Group 2 Senior Principal Distribution Amount until the Class Principal Amount thereof has been reduced to zero; and 2. to the holders of the Class MF-1 Certificates, the Class MF-1 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 3. to the holders of the Class MF-2 Certificates, the Class MF-2 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 4. to the holders of the Class MF-3 Certificates, the Class MF-3 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 5. to the holders of the Class MF-4 Certificates, the Class MF-4 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 6. to the holders of the Class MF-5 Certificates, the Class MF-5 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 7. to the holders of the Class MF-6 Certificates, the Class MF-6 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero. With respect to the Group 1 Certificates, distributions of principal will be made first to the Class AF-6 Certificates in an amount up to the Class AF-6 Lockout Distribution Amount and second, sequentially to the Class AF-1, Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Certificates, in that order, until the Class Principal Amounts thereof have been reduced to zero; provided, however, that for any Distribution Date on or after the date on which the aggregate Class Principal Amount of the Pool 1 Mezzanine Certificates is reduced to zero, any distributions of principal to the Group 1 Certificates shall be made pro rata based on their respective Class Principal Amounts. Any Principal Distribution Amount remaining undistributed after giving effect to clauses (A) and (B) above shall be used in determining the amount of Pool 1 Net Monthly Excess Cashflow, if any, for such Distribution Date. (3) On each Distribution Date, the Pool 1 Net Monthly Excess Cashflow shall be distributed as follows: (i) to the Holders of the Pool 1 Certificates then entitled to distributions in respect to principal, in an amount equal to the amount calculated pursuant principal portion of any Realized Losses experienced on the related Mortgage Loans during the preceding month, payable to SECTION 4.3(a) shall such Holders as part of the applicable Principal Distribution Amount, and applied in the same order of priority as payments of principal would otherwise be distributed applied on such Distribution Date to reduce the Trustee and Servicer, respectivelyClass Principal Amount of such Certificates until the aggregate Class Principal Amount of such Classes of Certificates is reduced to zero; (ii) SECONDto the Holders of the Pool 1 Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Pool 1 Overcollateralization Increase Amount, payable to such Holders as part of the Quarterly Interest due applicable Principal Distribution Amount, and applied in the same order of priority as payments of principal would otherwise be applied on such Distribution Date and any Additional Amounts with respect to reduce the Series 2002-A Series shall be distributed PRO RATA Class Principal Amount of such Certificates until the aggregate Class Principal Amount of such Classes of Certificates is reduced to each Series 2002-A Certificateholderzero; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Holders of the Class MF-1 Certificates, any Unpaid Interest Shortfall Amount shall be distributed PRO RATA allocable to each Series 2002-A Certificateholdersuch Class of Certificates; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA Holders of the Class MF-2 Certificates, any Unpaid Interest Shortfall Amount allocable to each Series 2002-A Certificateholdersuch Class of Certificates; (v) FIFTHto the Holders of the Class MF-3 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (vi) to the Holders of the Class MF-4 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (vii) to the Holders of the Class MF-5 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (viii) to the Holders of the Class MF-6 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (ix) sequentially, to the Holders of the Class MF-1, Class MF-2, Class MF-3, Class MF-4, Class MF-5 and Class MF-6 Certificates, in that order, any related Allocated Realized Loss Amount allocable to such class not previously reimbursed; (x) to the Holders of the Class C Certificates, the lesser of (i) the Class C Distribution Amount to the extent attributable to the Pool 1 Mortgage Loans (computed without regard to this subparagraph (x)) and (ii) the Net WAC Rate Carryover Amount (net of amounts on deposit in the Pool 1 Net WAC Reserve Fund available to pay related Net WAC Rate Carryover Amounts on such Distribution Date) for each Class of Pool 1 Certificates provided that, pursuant to Section 3.25 hereof, on any Distribution Date as to which there is any Net WAC Rate Carryover Amount for any Pool 1 Certificates, the Securities Administrator will transfer, from amounts that would otherwise be distributable to the Class C Certificates pursuant to this clause, the amount of any Series Net WAC Rate Carryover Amount for the Pool 1 Certificates into the Pool 1 Net WAC Reserve Fund, for immediate transfer pursuant to this clause to the related Pool 1 Certificates for payment of any Net WAC Rate Carryover Amount for the Pool 1 Certificates; (xi) concurrently, to the Holders of each Class AF Certificates, pro rata, in an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfall Amounts allocated to each such Certificates; (xii) to the Holders of the Class MF-1 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfall Amounts allocated to such Certificates; (xiii) to the Holders of the Class MF-2 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfall Amounts allocated to such Certificates; (xiv) to the Holders of the Class MF-3 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfall Amounts allocated to such Certificates; (xv) to the Holders of the Class MF-4 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfall Amounts allocated to such Certificates; (xvi) to the Holders of the Class MF-5 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfall Amounts allocated to such Certificates; (xvii) to the Holders of the Class MF-6 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfall Amounts allocated to such Certificates; (xviii) concurrently, to the Holders of each Class of Class AF Certificates, pro rata, in an amount equal to such Class’ previously allocated and not reimbursed share of any Relief Act Interest Shortfalls allocated to each such Certificates; (xix) to the Holders of the Class MF-1 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Relief Act Interest Shortfalls allocated to such Certificates; (xx) to the Holders of the Class MF-2 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Relief Act Interest Shortfalls allocated to such Certificates; (xxi) to the Holders of the Class MF-3 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Relief Act Interest Shortfalls allocated to such Certificates; (xxii) to the Holders of the Class MF-4 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Relief Act Interest Shortfalls allocated to such Certificates; (xxiii) to the Holders of the Class MF-5 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Relief Act Interest Shortfalls allocated to such Certificates; (xxiv) to the Holders of the Class MF-6 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Relief Act Interest Shortfalls allocated to such Certificates; (xxv) to the Trustee, the Custodian and the Securities Administrator, any remaining unpaid fees, expenses and indemnity reimbursements payable hereunder or other Persons under the related Custodial Agreement with respect to whom Group 1 without regard to the annual limitation; (xxvi) to the Pool 2 Net Monthly Excess Cashflow, the amounts if any other accrued required to pay any Realized Losses with respect to the Pool 2 Certificates, any Pool 2 Overcollateralization Increase Amounts and unpaid expenses any related Allocated Realized Loss Amounts not previously reimbursed after giving effect to the distribution of the Pool 2 Net Monthly Excess Cashflow; (including indemnification amountsxxvii) to the Holders of the Class C Certificates, the Class C Distribution Amount to the extent attributable to the Pool 1 Mortgage Loans net of the amount, if any, distributed to the Class C Certificates pursuant to subparagraph (x) on such Distribution Date; and (xxviii) to the Holders of the Residual Certificates to the extent attributable to REMIC II or other obligations payable the Master REMIC and otherwise to the Uncertificated Interests. (1) On each Distribution Date, the Securities Administrator, based solely on the information set forth in the Remittance Report, shall withdraw from the Trust Assets are payable, an amount up Distribution Account that portion of the Pool 2 Available Funds equal to the aggregate Pool 2 Interest Remittance Amount for that Distribution Date and make the following disbursements and transfers in the following order of priority in each case, to the extent of the Interest Remittance Amount remaining for such unpaid obligationsDistribution Date: (i) to the Master Servicer, the Master Servicer Fee (the portion allocable to Pool 2), for such Distribution Date; (ii) on the Distribution Date in August 2014 and each Distribution Date thereafter for deposit in the Pool 2 Final Maturity Reserve Account, the Pool 2 Final Maturity Reserve Amount; (iii) first, concurrently to the Holders of each Class of Class AV Certificates, applied in accordance with the allocation rules set forth in Section 4.01(g) below, the related Monthly Interest Distributable Amount, on a pro rata basis based on such Monthly Interest Distributable Amount and second, concurrently to each Class of Class AV Certificates, applied in accordance with the allocation rules set forth in Section 4.01(g) below, the related Unpaid Interest Shortfall Amount, if any, for each such Class for such Distribution Date on a pro rata basis based on such Unpaid Interest Shortfall Amount. (iv) to the Holders of the Class MV-1 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (v) to the Holders of the Class MV-2 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on Holders of the principal amount Class MV-3 Certificates, the related Monthly Interest Distributable Amount for such Class of each Subordinated Certificate held by Certificates; (vii) to the Holders of the Class MV-4 Certificates, the related Monthly Interest Distributable Amount for such Person in an amount not Class of Certificates; (viii) to exceed the outstanding balance Holders of the Class MV-5 Certificates, the related Monthly Interest Distributable Amount for such Subordinated Class of Certificates; (ix) to the Holders of the Class MV-6 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; and (viix) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as Class MV-7 Certificates, the Sellers may direct, in each case by wire transfer.related Monthly Interest Distributable Amount for such Class of Certificates; (bxi) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 Holders of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA Class MV-8 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (xii) to each Series 2002-A Certificateholder (based on the ratio Holders of the portion of Class MV-9 Certificates, the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.related

Distributions. 2.1 The holder of the Class E Unit shall have no rights or entitlements to any portion of Distributable Cash other than the entitlement to receive as a distribution from the Partnership an amount equal to: (a) On each Distribution Datethe actual amounts received by EPI as a result of the redemption of the preferred shares of Enbridge Employee Services Canada Inc. (“EESCI”) issued to EPI on August 31, 2015 (“EESCI Preferred Shares”); or (b) in the Paying Agentevent the EESCI Preferred Shares are redeemed by EESCI or redemption thereof is requested by EPI but, in either case, such redemption is not completed in accordance with the report delivered for such day rights, privileges, restrictions and conditions governing the EESCI Preferred Shares, the actual amounts received by EPI pursuant to SECTION 5.1(a)the guarantee of the obligations of EESCI granted by Enbridge in favour of EPI on August 31, shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Date: (i) FIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts 2015 with respect to the Series 2002-A Series shall EESCI Preferred Shares (as such guarantee may from time to time be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRDamended, if (supplemented, restated or replaced), but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA extent that payments under or pursuant to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up such guarantee relate to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, stipulated redemption amount payable in respect of the EESCI Preferred Shares and not to the Holders of Certificates of any Series or other Persons to whom any other accrued accumulated and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may directdividends thereon, in each case net of all taxes payable by wire transferEPI as a result of the redemption of the EESCI Preferred Shares or the receipt of such amounts as the case may be (the “Class E Distribution”). The Class E Distribution shall be paid or, at any time, set aside for payment in priority to any distributions of Distributable Cash in respect of the Distribution Period which are to be paid to holders of any other Units or Special Interest Rights. (b) The Paying Agent shall make all 2.2 If, on any Distribution Payment Date, the Class E Distribution declared is not paid in full, any such distribution that remains unpaid will be paid, in priority to any distributions of Distributable Cash which are to each Series 2002-be paid to holders of Class A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 Units of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA Partnership or to each Series 2002-A Certificateholder (based on the ratio holders of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder any other Units expressed to rank junior to the Series 2002-A Certificate Balance) Class E Unit in respect of distribution entitlements, on such subsequent date or dates determined by wire transfer to each Series 2002-A Certificateholder as the General Partner on which the Partnership has sufficient Distributable Cash available for the payment of such Person's address appears on the Certificate Registerdistribution.

Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Distribution Payment Date, the Paying AgentIndenture Trustee (based on information contained in, in accordance with and as directed by, the report Servicer’s Certificate delivered for such day on or before the related Determination Date pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and Section 3.8) shall make the following payments deposits and distributions, to the extent of Available Funds, Advances made on such Payment Date pursuant to Section 4.3(c) and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order on such Distribution Dateof priority: (i1) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer (or any predecessor Servicer, respectivelyif applicable) for reimbursement of all outstanding Advances; (ii2) SECONDsecond, an amount equal to the Quarterly Interest due on such Distribution Date Servicer, the Servicing Fee and any Additional Amounts all unpaid Servicing Fees with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholderprior periods; (iii3) THIRDthird, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-Class A Quarterly Principal Amortization Amount shall Noteholders, the Class A Accrued Note Interest for the related Interest Period; provided that if there are not sufficient funds available to pay the entire amount of the Class A Accrued Note Interest, the amounts available will be distributed PRO RATA applied to each Series 2002-A Certificateholderthe payment of such interest on the Notes on a pro rata basis; (iv4) FOURTHfourth, if to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2 of the Indenture, the Principal Distribution Amount for such Payment Date; (but only if5) a Series 2002-A Rapid Amortization Period has commencedfifth, an to the Reserve Account, any additional amounts required to increase the amount in the Reserve Account up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderSpecified Reserve Account Balance; (v6) FIFTHsixth, to the Holders of Certificates of any Series or other Persons to whom any other accrued Owner Trustee and unpaid the Indenture Trustee, fees and expenses (including indemnification amounts) or other obligations payable from permitted under the Trust Assets are payableAgreement and the Indenture, an amount up to the aggregate of such unpaid obligations; (vi) SIXTHas applicable, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount which have not to exceed the outstanding balance of such Subordinated Certificatesbeen previously paid; and (vii7) SEVENTHseventh, all remaining amounts to or at the Sellers as Holders direction of the Sellers' Certificate Certificateholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in accordance with each Seller's applicable Seller Percentage or as an acceleration of the Sellers may directNotes, the Indenture Trustee shall apply all amounts on deposit in each case by wire transferthe Collection Account pursuant to Section 5.4(b) of the Indenture. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on After the immediately preceding Record Date (other than as provided payment in Section 9.3 full of the Master Trust Agreement respecting a final distributionNotes and all other amounts payable under Section 4.4(a). Such distributions , all Collections shall be made PRO RATA paid to each Series 2002-A Certificateholder (based on or in accordance with the ratio of instructions provided from time to time by the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate RegisterCertificateholder.

Distributions. The aggregate amount of principal of and interest distributable on the Certificates during any calendar month shall be equal to the sum of (ai) On the Upper Tier Distribution Amount for such calendar month and (ii) the Group 6 and Group 8 Distribution Amounts for such calendar month. Distributions of the Group 1, Group 2, Group 4, Group 5, Group 6, Group 7 and Group 8 Principal Distribution Amounts shall be made in the amounts and, if applicable, in the order as among the Group 1, Group 2, Group 4, Group 5, Group 6, Group 7 and Group 8 Classes, respectively, and Components, as applicable, as provided in the Prospectus Supplement. All distributions of such Group 1, Group 2, Group 4, Group 5, Group 6, Group 7 and Group 8 Principal Distribution Amounts which are made with respect to a particular Class of Certificates shall be made pro rata among all Certificates of such Class in proportion to their respective Certificate Balances, with no preference or priority of any kind. Except as provided below with respect to each Accrued Class, all distributions made with respect to any Certificate on any Distribution Date shall be applied first to the interest distributable thereon on such Distribution Date and then to the principal thereof. All computations of interest accrued on any Certificate shall be made as if each year consisted of twelve months of 30 days each. Distributions on the Certificates (other than the Residual Certificates) on any Distribution Date shall be made to Holders of record thereof on the previous Record Date. No distributions will be made on the Residual Certificates on any Distribution Date, except that (i) any distribution of the proceeds of the final remaining assets of the Lower Tier REMIC shall be made only upon presentation and surrender of the Class 49-RL Certificate and any distribution of the proceeds of the final remaining assets of the Upper Tier REMIC Trust shall be made only upon presentation and surrender of such Class 49-R Certificate, in each case at the Corporate Trust Office or such other office or address as may be specified in the notice of such final distribution from ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ ▇▇▇ hereby initially appoints U.S. Bank at its Corporate Trust Office as Paying Agent for the purpose of making distributions on the Residual Certificates as provided herein. Except as provided below in the case of the Accrual Classes, interest on each Class of interest-bearing Certificates for the related Interest Accrual Period at the applicable Interest Rate shall be distributed on each Distribution Date, the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such . The total amount of funds as are necessary interest distributed or added to provide for the payments set forth below and Certificate Balance in respect of any Certificate on any Distribution Date shall make be equal to one month’s interest at the following payments in applicable Interest Rate on the following order on Certificate Balance thereof immediately prior to such Distribution Date: (i) FIRST. Interest accrued with respect to each Accrual Class during any Interest Accrual Period shall not be distributed thereon. Interest so accrued and not distributed thereon shall be added to the Class Balance thereof on the related Distribution Date. During each calendar month, distributions in reduction of the Class Balances of the Certificates shall be made in an amount equal to the amount calculated pursuant to SECTION 4.3(a) sum of the Group 1, Group 2, Group 4, Group 5, Group 6, Group 7and Group 8 Principal Distribution Amounts and shall be distributed to in the Trustee amounts and Servicer, respectively; (ii) SECOND, an amount equal to in the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRDpriorities, if (but only if) a Series 2002-A Rapid Amortization Period has not commencedany, an amount equal to specified in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferProspectus Supplement. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.

Distributions. (a) On each Distribution Date, the Paying Agent, in accordance with Trustee shall apply the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited funds in the Series 2002-A Certificate Account during Account, solely to the Related Collection Period such amount extent of funds as are necessary to provide for the payments set forth below and shall make the following payments Available Funds in the following order on such Distribution DateCertificate Account, as follows: (i) FIRSTfirst, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and Servicer, respectivelyapproved by not less than 100% of the Certificateholders; (ii) SECONDsecond, an amount equal pro rata to the Quarterly Interest due holders of the Class A Certificates and Class B Certificates, distributions accrued during the related Collection Period at the rate of 6.25% per annum on the stated amount of the Class A Certificates to holders of the Class A Certificates on such Distribution Date and any Additional Amounts with respect 0.095% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A CertificateholderClass B Certificates on such Distribution Date, commencing on August 15, 2004 and ending on the Final Scheduled Distribution Date; (iii) THIRDthird, divided between the Classes in accordance with the proportionate interest of each Class in any delayed interest payments on the Underlying Securities (e.g., 6.25/6.345 to the Class A Certificateholders and 0.095/6.345 to the Class B Certificateholders) and each Class' portion distributed to the holders of each Class pro rata, if (but only if) available, any additional payments paid by the Underlying Securities Issuer as a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to result of a delay in the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholderreceipt by the Trustee of any interest payment on the Underlying Securities; (iv) FOURTHfourth, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up pro rata to the outstanding Series 2002-Class A Certificate Balance shall be distributed PRO RATA to each Series 2002-A CertificateholderCertificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (v) FIFTHfifth, to the Holders extent there remain Available Funds in the Certificate Account, to any creditors of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate in satisfaction of such unpaid obligations;liabilities thereto; and (vi) SIXTHsixth, to the Subordinated Certificateholders PRO RATA based extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Funds rem▇▇▇ ▇▇ t▇▇ ▇▇rtificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the principal amount next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of each Subordinated its Affiliates will have any claim again▇▇ ▇▇▇ T▇▇▇▇ pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate held by Account on such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferDistribution Date. (b) The Paying Agent On an Optional Exchange Date, the Trustee shall make all distributions distribute to each Series 2002-A Certificateholder Merrill Lynch & Co. or any of record on the immediately preceding Record Date (its Affiliates, other than the Depositor, ▇▇ ▇▇▇ ▇▇▇▇▇ Person exercising an optional exchange pursuant to Section 7 hereof, as provided the case may be, Underlying Securities in accordance with Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register7 hereof.

Distributions. (a) On each Distribution Date, the Trustee (or the Paying Agent, Agent on behalf of the Trustee) shall allocate and distribute the Available Distribution Amount to the extent on deposit in accordance with the report delivered Certificate Account for such day pursuant date to SECTION 5.1(a)the interests issued in respect of REMIC I, shall withdraw from amounts deposited REMIC II and REMIC III as specified in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such this Section. (1) On each Distribution Date: (i) FIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on such REMIC I Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA by REMIC I to each Series 2002-A Certificateholder;REMIC II on account of the REMIC I Regular Interests in the amounts and with the priorities set forth in the definition thereof. (iv2) FOURTHOn each Distribution Date, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance REMIC II Distribution Amount shall be distributed PRO RATA by REMIC II to each Series 2002-A Certificateholder;REMIC III on account of the REMIC II Regular Interests in the amounts and with the priorities set forth in the definition thereof. (v3) FIFTHOn each Distribution Date, the REMIC III Distribution Amount shall be deemed to have been distributed by REMIC III to the Holders Certificateholders on account of Certificates the REMIC III Regular Interests represented thereby in the amounts and with the priorities set forth in the definition thereof. (4) On each Distribution Date, the amount, if any, deemed received by the Class SB Certificate in respect of any Series or other Persons the REMIC III Regular Interest IO and under the SB-AMB Swap Agreement shall be deemed to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable have been paid on behalf of the Class SB Certificate by the Trustee pursuant to Section 4.09 in respect of the Net Swap Payment owed to the Swap Counterparty. On each Distribution Date, the amount, if any, received by the Trustee from the Trust Assets are payableSwap Counterparty in respect of the Swap Agreement shall be deemed to have been received by the Trustee on behalf of the Class SB Certificates. On each Distribution Date, an amount up amounts paid to the aggregate Class A, Class M and Class B Certificates pursuant to Section 4.02(c)(v) in respect of such unpaid obligations;Basis Risk Shortfall shall be deemed to have been paid by the Class SB Certificateholder pursuant to the SB-AMB Swap Agreement. (vi5) SIXTHNotwithstanding the distributions described in this Section 4.02(b), to distribution of funds from the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate Account shall be made only in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferSection 4.02(c). (bc) The On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall make all distributions distribute to each Series 2002-A Certificateholder of record on the immediately next preceding Record Date (other than as provided in Section 9.3 9.01 of the Master Trust Agreement Standard Terms respecting a the final distribution). Such distributions ) either in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Master Servicer or the Paying Agent, as the case may be, or, if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register such Certificateholder's share (which share with respect to each Class of Certificates, shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio aggregate of the portion Percentage Interests represented by Certificates of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate applicable Class held by such Certificateholder Holder of the following amounts), in the following order of priority, in each case to the Series 2002extent of the Available Distribution Amount on deposit in the Certificate Account and the Swap Account pursuant to Section 4.09(c): (i) The Interest Distribution Amount, sequentially: (A) first, to the Class A Certificates, on a pro rata basis, Accrued Certificate Interest due thereon for such Distribution Date plus any Accrued Certificate Interest due thereon remaining unpaid from any prior Distribution Date, together with interest thereon at the related Pass-Through Rate in effect for such Distribution Date; (B) second, to the Class M-1 Certificates, Accrued Certificate Interest due thereon for such Distribution Date plus any Accrued Certificate Interest due thereon remaining unpaid from any prior Distribution Date, together with interest thereon at the related Pass-Through Rate in effect for such Distribution Date; (C) third, to the Class M-2 Certificates Accrued Certificate Interest due thereon for such Distribution Date plus any Accrued Certificate Interest due thereon remaining unpaid from any prior Distribution Date, together with interest thereon at the related Pass-Through Rate in effect for such Distribution Date; (D) fourth, to the Class M-3 Certificates Accrued Certificate Interest due thereon for such Distribution Date plus any related Accrued Certificate Interest due thereon remaining unpaid from any prior Distribution Date, together with interest thereon at the related Pass-Through Rate in effect for such Distribution Date; (E) fifth, to the Class M-4 Certificates, Accrued Certificate Interest due thereon for such Distribution Date plus any Accrued Certificate Interest due thereon remaining unpaid from any prior Distribution Date, together with interest thereon at the related Pass-Through Rate in effect for such Distribution Date; (F) sixth, to the Class M-5 Certificates Accrued Certificate Interest due thereon for such Distribution Date plus any Accrued Certificate Interest due thereon remaining unpaid from any prior Distribution Date, together with interest thereon at the related Pass-Through Rate in effect for such Distribution Date; (G) seventh, to the Class M-6 Certificates Accrued Certificate Interest due thereon for such Distribution Date plus any related Accrued Certificate Interest due thereon remaining unpaid from any prior Distribution Date, together with interest thereon at the related Pass-Through Rate in effect for such Distribution Date; (H) eighth, to the Class M-7 Certificates, Accrued Certificate Interest due thereon for such Distribution Date plus any Accrued Certificate Interest due thereon remaining unpaid from any prior Distribution Date, together with interest thereon at the related Pass-Through Rate in effect for such Distribution Date; (I) ninth, to the Class M-8 Certificates Accrued Certificate Interest due thereon for such Distribution Date plus any Accrued Certificate Interest due thereon remaining unpaid from any prior Distribution Date, together with interest thereon at the related Pass-Through Rate in effect for such Distribution Date; (J) tenth, to the Class M-9 Certificates Accrued Certificate Interest due thereon for such Distribution Date plus any Accrued Certificate Interest due thereon remaining unpaid from any prior Distribution Date, together with interest thereon at the related Pass-Through Rate in effect for such Distribution Date; and (K) eleventh, to the Class B Certificates Accrued Certificate Interest due thereon for such Distribution Date plus any Accrued Certificate Interest due thereon remaining unpaid from any prior Distribution Date, together with interest thereon at the related Pass-Through Rate in effect for such Distribution Date; (ii) to the Class A Certificateholders, Class M Certificateholders and Class B Certificateholders from the amount, if any, of Available Distribution Amount remaining after the foregoing distributions, the Principal Distribution Amount, which amount shall be allocated in the manner and priority set forth in Section 4.02(d), until the aggregate Certificate BalancePrincipal Balance of each Class of Class A, Class M and Class B Certificates has been reduced to zero; (iii) to the Class A Certificateholders, Class M Certificateholders and Class B Certificateholders from the amount, if any, of Excess Cash Flow remaining after the foregoing distributions, the amount of any related Prepayment Interest Shortfalls with respect to the Mortgage Loans for that Distribution Date, to the extent not covered by wire transfer Compensating Interest on such Distribution Date, which amount shall be allocated to each Series 2002-the Class A Certificateholder as such Person's address appears Certificateholders, Class M Certificateholders and Class B Certificateholders on a pro rata basis, based on the amount of Prepayment Interest Shortfalls allocated thereto for such Distribution Date; (iv) to the Class A Certificateholders, Class M Certificateholders and Class B Certificateholders from the amount, if any, of Excess Cash Flow remaining after the foregoing distributions, the amount of any Prepayment Interest Shortfalls allocated thereto remaining unpaid from prior Distribution Dates together with interest thereon at the related Pass-Through Rate in effect for such Distribution Date, which amount shall be allocated to the Class A Certificateholders, Class M Certificateholders and Class B Certificateholders on a pro rata basis, based on the amount of Prepayment Interest Shortfalls remaining unpaid; (v) to the Class A, Class M and Class B Certificates from the amount, if any, of Excess Cash Flow remaining after the foregoing distributions the amount of any Basis Risk Shortfall on such Certificates, which amount shall be allocated first, to the Class A Certificates on a pro rata basis, based on their respective Basis Risk Shortfall for such Distribution Date, and then, sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B Certificateholders, in that order; (vi) to pay the holders of the Class A, Class M and Class B Certificates, on a pro rata basis, based on Relief Act Shortfalls allocated thereto for such Distribution Date, the amount of any Relief Act Shortfalls allocated thereto with respect to the Mortgage Loans for such Distribution Date, (vii) first, to the Class A Certificateholders, the principal portion of any Realized Losses previously allocated to those Certificates and remaining unreimbursed, on a pro rata basis based on their respective principal portion of any Realized Losses previously allocated to those Certificates and remaining unreimbursed, and then, sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B Certificateholders, in that order, the principal portion of any Realized Losses previously allocated to such Class and remaining unreimbursed; (viii) to the Swap Account for payment to the Swap Counterparty, any Swap Termination Payments due to a Swap Counterparty Trigger Event; (ix) to the Class SB Certificates, (A) from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the sum of (I) Accrued Certificate RegisterInterest thereon, (II) the amount of any Overcollateralization Reduction Amount for such Distribution Date and (III) for any Distribution Date after the Certificate Principal Balance of each Class A Certificate, Class M Certificate and Class B Certificate has been reduced to zero, the Overcollateralization Amount, (B) from prepayment charges on deposit in the Certificate Account, any prepayment charges received on the Mortgage Loans during the related Prepayment Period, and (C) from the Net Swap Payments owed by the Swap Counterparty, if any, the amount of such Net Swap Payments remaining after the foregoing distributions; and (x) to the Class R-III Certificateholders, the balance, if any, of the Available Distribution Amount. All payments of amounts in respect of Basis Risk Shortfall made pursuant to Section 4.02(c)(v) shall, for federal income tax purposes, be deemed to have been distributed from REMIC III to the holder of the Class SB Certificates and then paid outside of any REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates the holders of the Certificates agree to treat such payments in the manner described in the preceding sentence for purposes of filing their income tax returns. (d) The Principal Distribution Amount payable to the Class A Certificateholders, Class M Certificateholders and Class B Certificateholders shall be distributed as follows: (i) first, the Class A Principal Distribution Amount shall be distributed to the Class A Certificates on a pro rata basis in accordance with their respective Certificate Principal Balances, until the Certificate Principal Balances thereof have been reduced to zero; (ii) second, the Class M-1 Principal Distribution Amount shall be distributed to the Class M-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (iii) third, the Class M-2 Principal Distribution Amount shall be distributed to the Class M-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (iv) fourth, the Class M-3 Principal Distribution Amount shall be distributed to the Class M-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (v) fifth, the Class M-4 Principal Distribution Amount shall be distributed to the Class M-4 Certificates until the Certificate Principal Balance thereof has been reduced to zero;

Distributions. (a) On Except as otherwise provided in Sections 3(c), 5(c), 5(d) and 5(i) on each applicable Distribution DateDate (or such later date as specified in Section 9(f)), the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw from amounts deposited apply Available Funds in the Series 2002-A Certificate Account during the Related Collection Period such amount of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order on such Distribution Datefollows: (i) FIRSTThe Trustee will pay the interest portion of Available Funds: (1) first, to the Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (2) second, to the holders of the Class A-1 Certificates and to the holders of the Class A-2 Certificates, interest accrued and unpaid on each such Class, pro rata in proportion to their entitlements thereto. (ii) the Trustee will pay the principal portion of Available Funds: (1) first, to the Trustee, as reimbursement for any remaining Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; (2) second, to the holders of the Class A-1 Certificates, the Certificate Principal Balance of the Class A-1 Certificates; and (3) third, any additional amounts to the holders of the Class A-1 Certificates. Any portion of the Available Funds (i) that does not constitute principal of, or interest on, the Underlying Securities, (ii) that is not received in connection with a redemption, prepayment or liquidation of the Underlying Securities and (iii) for which allocation by the Trustee is not otherwise contemplated by this Series Supplement, shall be remitted by the Trustee to the Depositor. (b) [Reserved]. (c) Notwithstanding the foregoing, if the Underlying Securities are redeemed, prepaid or liquidated in whole or in part for any reason other than due to the occurrence of an Underlying Securities Event of Default, the discontinuance of the Underlying Securities Issuer to file periodic reports as required by the Exchange Act or at their maturity, the Trustee shall apply Available Funds in the manner described in Section 5(h) in the following order of priority: (i) first, to the Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; (ii) second, to the holders of the Class A-1 Certificates, an amount equal to the principal amount calculated of Underlying Securities so redeemed, prepaid or liquidated plus accrued and unpaid interest on the amount of Class A-1 Certificates so redeemed; (iii) third, to the holders of the Class A-2 Certificates, the present value of all amounts that would otherwise have been payable on the Class A-2 Certificates for the period from the date of such redemption or prepayment to the Final Scheduled Distribution Date using a discount rate of 6.70% per annum, assuming no delinquencies, deferrals, redemptions or prepayments on the Underlying Securities; and (iv) fourth, any remainder to the holders of the Class A-1 Certificates and the Class A-2 Certificates pro rata in proportion to the ratio of the Class A-1 Allocation to the Class A-2 Allocation. (d) Notwithstanding the foregoing, if the Underlying Securities are redeemed, prepaid or liquidated in whole or in part due to the occurrence of an Underlying Securities Event of Default, the Trustee shall apply Available Funds to the holders of the Class A-1 Certificates and the holders of the Class A-2 Certificates in accordance with the ratio of the Class A-1 Allocation to the Class A-2 Allocation. (e) Unless otherwise instructed by holders of Certificates representing a majority of the Voting Rights, thirty (30) days after giving notice pursuant to SECTION 4.3(aSection 8 hereof, the Trustee shall sell the Underlying Securities pursuant to Section 13 hereof and deposit the Liquidation Proceeds, if any, into the Certificate Account for distribution not later than two (2) Business Days after the receipt of immediately available funds in accordance with Section 5(d) hereof provided, however, that if any Warrant Holder designates any day on or prior to the proposed sale date as a Call Date and Optional Exchange Date pursuant to Section 7, the portion of Underlying Securities related to such Optional Exchange shall not be sold but shall be distributed to the Trustee Warrant Holder pursuant to Section 7 and Servicer, respectively;the Warrant Agent Agreement. (iif) SECONDIf the Trustee receives non-cash property in respect of the Underlying Securities as a result of a payment default on the Underlying Securities (including from the sale thereof), the Trustee will promptly give notice to the Depository, or for any Certificates which are not then held by DTC or any other depository, directly to the registered holders of the Certificates then outstanding and unpaid and to the Warrant Agent. Such notice shall state that the Trustee shall and the Trustee shall, not later than 30 days after the receipt of such property, allocate and distribute such property to the holders of Class A-1 Certificates and Class A-2 Certificates then outstanding and unpaid (after deducting the costs incurred in connection therewith) in accordance with Section 5(d) hereof. Property other than cash will be liquidated by the Trustee, and the proceeds thereof distributed in cash, only to the extent necessary to avoid distribution of fractional securities to Certificateholders. In-kind distribution of such property to Certificateholders, based on the market value of such property as of the date of distribution to Certificateholders, will be deemed to reduce the Certificate Principal Balance of the Class A-1 Certificates on a dollar-for-dollar basis. The outstanding notional amount of the Class A-2 Certificates shall be reduced, pro rata among all Class A-2 Certificateholders, by an amount equal to the Quarterly Interest due amount by which the Certificate Principal Balance of the Class A-1 Certificates is reduced. (g) Subject to Section 9(f) hereof, to the extent Available Funds are insufficient to make any scheduled interest or principal payments on such any class of Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date and any Additional Amounts (or date referred to in Section 5(h) hereof) on which sufficient funds are available to pay such shortfall. (h) If a payment with respect to the Series 2002-A Series Underlying Securities is made to the Trustee in connection with redemption, prepayment or liquidation, in whole or in part, of the Underlying Securities for any reason other than due to the occurrence of an Event of Default, the discontinuance of the Underlying Securities Issuer to file periodic reports as required by the Exchange Act or at their maturity, the Trustee will distribute any such amounts received in accordance with Section 5(c) on the next occurring Business Day (a "Special Distribution Date") as if the funds had constituted Available Funds on the Distribution Date immediately preceding such Special Distribution Date; provided, however, that the Record Date for such Special Distribution Date shall be distributed PRO RATA one Business Day prior to each Series 2002-A Certificateholder;the day on which the related payment was received with respect to the Underlying Securities. (iiii) THIRDNotwithstanding Section 3.12 of the Standard Terms, if the Underlying Securities Issuer discontinues filing periodic reports as required under the Exchange Act, the Depositor shall within a reasonable time instruct the Trustee to (but only ifi) notify the Warrant Agent that the Underlying Securities are proposed to be sold and that any Call Warrants and related Optional Exchange rights must be exercised no later than the date specified in the notice (which shall be not less than ten Business Days after the date of such notice) and (ii) to the extent that the Warrant Holders fail to exercise their Call Warrants and related Optional Exchange rights on or prior to such date, to sell the Underlying Securities and distribute the proceeds of such sale to the Certificateholders in accordance with the following order of priority: first, to the Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and second, any remainder to the holders of the Class A-1 Certificates and the Class A-2 Certificates pro rata in proportion to the ratio of the Class A-1 Allocation to the Class A-2 Allocation; provided, however, the Depositor shall not instruct the Trustee to sell the Underlying Securities (or provide a Series 2002-A Rapid Amortization Period notice of such instruction to the Warrant Agent) pursuant to this clause unless the Underlying Securities Issuer has either (x) stated in writing that it intends permanently to cease filing reports required under the Exchange Act or (y) failed to file any required reports for one full calendar year. (j) It is the intention of the parties hereto that the notional amount of the Class A-2 Certificates always equal the principal amount of the Underlying Securities; provided, however, that in the event the principal amount of the Underlying Securities is adjusted following the occurrence of a Tax Event (as defined in the Indenture) to the New Redemption Amount (as defined in the Indenture), the Class A-2 notional amount shall not commencedbe adjusted. On any date on which Underlying Securities are redeemed, prepaid or liquidated for any reason, the aggregate outstanding notional amount of the Class A-2 Certificates shall be reduced by an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not the Underlying Securities so redeemed, prepaid or liquidated, the reduction to exceed the outstanding balance of such Subordinated be allocated pro rata among all Class A-2 Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.

Distributions. (a) On each Distribution Date, through and including the Paying AgentFinal Distribution Date, the Trustee shall, based on, among other things, information provided by the Master Servicer and, if applicable, the Special Servicer, withdraw from the Collection Account and apply the Available Distribution Amount for such Distribution Date, such application to be made for the following purposes and in the following order of priority, in each case to the extent of remaining available funds: first, concurrently, (i) from that portion, if any, of the Available Distribution Amount for such Distribution Date attributable to Loan Group No. 1, to make distributions of interest to the Holders of the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates, and to the Class A-2FL Floating Rate Account with respect to the Class A-2FL REMIC III Regular Interest, in an amount equal to, and pro rata as among such Classes of Certificates and such Group FL REMIC III Regular Interest, in accordance with, all Distributable Certificate Interest in respect of such Class of Certificates and each such Group FL REMIC III Regular Interest for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any, (ii) from that portion, if any, of the Available Distribution Amount for such Distribution Date that is attributable to Loan Group No. 2, to make distributions of interest to the Holders of the Class A-1A Certificates, in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any, and (iii) from the entire Available Distribution Amount for such Distribution Date, distributions of interest to the Holders of the Class X Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class X Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; provided, however, that if the Available Distribution Amount for the subject Distribution Date or the applicable portion thereof attributable to either Loan Group is insufficient to pay in full the total amount of Distributable Certificate Interest, as provided above, payable in respect of any Class of Senior Certificates or Group FL REMIC III Regular Interest referred to above in this clause first on such Distribution Date, then the entire Available Distribution Amount shall be applied to make distributions of interest with respect to the respective Classes of Senior Certificates referred to above in this clause first and the Class A-2FL REMIC III Regular Interest, up to an amount equal to, and pro rata as among such Classes of Certificates and such Group FL REMIC III Regular Interest in accordance with, all Distributable Certificate Interest in respect of each such Class of Certificates and such Group FL REMIC III Regular Interest for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; second, to make distributions of principal to the Holders of the respective Classes of the Senior Class A Certificates (exclusive of the Class A-2FL Certificates) and to the Class A-2FL Floating Rate Account, in the following amounts and order of priority: (i) to the Holders of the Class A-1A Certificates, up to an amount (not to exceed the Class Principal Balance of the Class A-1A Certificates outstanding immediately prior to such Distribution Date) equal to that portion of the entire Adjusted Principal Distribution Amount for such Distribution Date attributable to Loan Group No. 2; (ii) to the Holders of the Class A-AB Certificates, up to an amount equal to the lesser of (A) the excess, if any, of the Class Principal Balance of the Class A-AB Certificates outstanding immediately prior to such Distribution Date, over the Class A-AB Planned Principal Balance for such Distribution Date, and (B) the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of the Class A-1A Certificates pursuant to subclause (i) of this clause second); (iii) to the Holders of the Class A-1 Certificates, up to an amount (not to exceed the Class Principal Balance of the Class A-1 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Senior Class A Certificates pursuant to a prior subclause of this clause second); (iv) to the Holders of the Class A-2 Certificates and to the Class A-2FL Floating Rate Account with respect to the Class A-2FL REMIC III Regular Interest, on a pro rata basis by Class Principal Balance, up to an amount (not to exceed the aggregate of the Class Principal Balances of the Class A-2 Certificates and the Class A-2FL REMIC III Regular Interest outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Senior Class A Certificates pursuant to a prior subclause of this clause second); (v) to the Holders of the Class A-3 Certificates, up to an amount (not to exceed the Class Principal Balance of the Class A-3 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Senior Class A Certificates and/or to the Class A-2FL Floating Rate Account with respect to the Class A-2FL REMIC III Regular Interest pursuant to a prior subclause of this clause second); (vi) to the Holders of the Class A-AB Certificates, up to an amount (not to exceed the Class Principal Balance of the Class A-AB Certificates outstanding immediately prior to such Distribution Date, net of any distributions of principal made with respect to the Class A-AB Certificates on such Distribution Date pursuant to subclause (ii) of this clause second) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of the Class A-AB Certificates, to the Holders of any other Class of Senior Class A Certificates and/or to the Class A-2FL Floating Rate Account with respect to the Class A-2FL REMIC III Regular Interest pursuant to a prior subclause of this clause second); (vii) to the Holders of the Class A-4 Certificates, up to an amount (not to exceed the Class Principal Balance of the Class A-4 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Senior Class A Certificates and/or to the Class A-2FL Floating Rate Account with respect to the Class A-2FL REMIC III Regular Interest pursuant to a prior subclause of this clause second); and (viii) to the Holders of the Class A-1A Certificates, up to an amount (not to exceed the Class Principal Balance of the Class A-1A Certificates outstanding immediately prior to such Distribution Date, net of any distributions of principal made with respect to the Class A-1A Certificates on such Distribution Date pursuant to subclause (i) of this clause second) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of the Class A-1A Certificates, to the Holders of any other Class of Senior Class A Certificates and/or to the Class A-2FL Floating Rate Account with respect to the Class A-2FL REMIC III Regular Interest pursuant to a prior subclause of this clause second); provided, however, that, notwithstanding the immediately preceding clauses (i) through (viii) of this clause second, on each Distribution Date coinciding with or following the Senior Class A Principal Distribution Cross-Over Date, and in any event on the Final Distribution Date, the Trustee shall, pursuant to this clause second, subject to remaining available funds, make distributions of principal to the Holders of the respective Classes of the Senior Class A Certificates (exclusive of the Class A-2FL Certificates) and to the Class A-2FL Floating Rate Account with respect to the Class A-2FL REMIC III Regular Interest, on a pro rata basis, in accordance with the report delivered respective Class Principal Balances of those Classes of Certificates and such Group FL REMIC III Regular Interest outstanding immediately prior to such Distribution Date, until the Class Principal Balance of each such Class of Certificates and such Group FL REMIC III Regular Interest has been reduced to zero (such distributions of principal to be made without regard to the Adjusted Principal Distribution Amount for such day pursuant Distribution Date); third, to SECTION 5.1(a)reimburse the Holders of the respective Classes of the Senior Class A Certificates (exclusive of the Class A-2FL Certificates) and the Class A-2FL Grantor Trust with respect to the Class A-2FL REMIC III Regular Interest, shall withdraw from amounts deposited up to an amount equal to, and on a pro rata basis as among such Classes of Certificates and such Group FL REMIC III Regular Interest in accordance with, the Series 2002Loss Reimbursement Amount with respect to each such Class of Certificates and such Group FL REMIC III Regular Interest for such Distribution Date; fourth, to make distributions of interest to the Holders of the Class A-M Certificates and to the Class A-MFL Floating Rate Account with respect to the Class A-MFL REMIC III Regular Interest, up to an amount equal to, and on a pro rata basis as among such Class of Certificates and such Group FL REMIC III Regular Interest in accordance with, all Distributable Certificate Interest in respect of such Class of Certificates and such Group FL REMIC III Regular Interest for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; fifth, after the Class Principal Balances of the respective Classes of the Senior Class A Certificate Certificates (exclusive of the Class A-2FL Certificates) and the Class A-2FL REMIC III Regular Interest have been reduced to zero, to make distributions of principal to the Holders of the Class A-M Certificates and to the Class A-MFL Floating Rate Account during with respect to the Related Collection Period Class A-MFL REMIC III Regular Interest, on a pro rata basis by Class Principal Balance, up to an amount (not to exceed the aggregate of the Class Principal Balances of the Class A-M Certificates and the Class A-MFL REMIC III Regular Interest outstanding immediately prior to such amount Distribution Date) equal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of funds as are necessary to provide for the payments set forth below and shall make the following payments in the following order any portion thereof distributed on such Distribution Date to the Holders of the respective Classes of the Senior Class A Certificates (exclusive of the Class A-2FL Certificates) and/or to the Class A-2FL Floating Rate Account with respect to the Class A-2FL REMIC III Regular Interest pursuant to clause second of this Section 4.01(a)); provided, however, that, on the Final Distribution Date: , the Trustee shall, pursuant to this clause fifth, subject to remaining available funds, make distributions of principal to the Holders of the Class A-M Certificates and to the Class A-MFL Floating Rate Account with respect to the Class A-MFL REMIC III Regular Interest on a pro rata basis in accordance with the Class Principal Balance of each of the Class A-M Certificates and the Class A-MFL REMIC III Regular Interest outstanding immediately prior to such Distribution Date, until the Class Principal Balance of such Class of Certificates and such Group FL REMIC III Regular Interest is reduced to zero; sixth, to reimburse the Holders of the Class A-M Certificates and Grantor Trust A-MFL with respect to the Class A-MFL REMIC III Regular Interest, up to an amount equal to, and on a pro rata basis as among such Class of Certificates and such Group FL REMIC III Regular Interest in accordance with, the Loss Reimbursement Amount with respect to such Class of Certificates and such Group FL REMIC III Regular Interest for such Distribution Date; seventh, to make distributions of interest to the Holders of the Class A-J Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any; eighth, after the Class Principal Balances of the Class A-M Certificates and the Class A-MFL REMIC III Regular Interest have been reduced to zero, to make distributions of principal to the Holders of the Class A-J Certificates, up to an amount (inot to exceed the Class Principal Balances of the Class A-J Certificates outstanding immediately prior to such Distribution Date) FIRSTequal to the entire Adjusted Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of the respective Classes of the Senior Class A Certificates (exclusive of the Class A-2FL Certificates) and/or to the Class A-2FL Floating Rate Account with respect to the Class A-2FL REMIC III Regular Interest pursuant to clause second of this Section 4.01(a) and/or to the Holders of the Class A-M Certificates and to the Class A-MFL Floating Rate Account with respect to the Class A-MFL REMIC III Regular Interest pursuant to clause fifth of this Section 4.01(a)); provided, however, that, on the Final Distribution Date, the Trustee shall, pursuant to this clause eighth, subject to remaining available funds, make distributions of principal to the Holders of the Class A-J Certificates until the Class Principal Balance of such Class of Certificates is reduced to zero; ninth, to reimburse the Holders of the Class A-J Certificates, up to an amount equal to the amount calculated pursuant Loss Reimbursement Amount with respect to SECTION 4.3(a) shall be distributed such Class of Certificates for such Distribution Date; and tenth, to make distributions to the Trustee and ServicerHolders of the remaining Classes of the Regular Interest Certificates as provided in Section 4.01(b). All distributions of interest, respectively; (ii) SECONDif any, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts made with respect to the Series 2002-A Series Class X Certificates on any Distribution Date, pursuant to this Section 4.01(a), shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRDmade, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount and shall be distributed PRO RATA deemed to each Series 2002-A Certificateholder; (iv) FOURTHhave been made, if (but only if) a Series 2002-A Rapid Amortization Period has commencedin respect of the various Class X REMIC III Components, an amount up to pro rata in accordance with the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTHrespective amounts of Distributable Component Interest in respect of such Class X REMIC III Components for such Distribution Date and, to the Holders of Certificates of any Series or other Persons extent not previously deemed paid pursuant to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payablethis paragraph, an amount up to the aggregate of such unpaid obligations; (vi) SIXTHfor all prior Distribution Dates, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transferif any. (b) The Paying Agent shall On each Distribution Date, through and including the Final Distribution Date, after making the distributions with respect to the Senior Certificates (exclusive of the Class A-2FL Certificates), the Class A-M Certificates, the Class A-J Certificates and the Group FL REMIC III Regular Interests provided for in Section 4.01(a), the Trustee shall, based on, among other things, information provided by the Master Servicer and, if applicable, the Special Servicer, apply the remaining portion, if any, of the Available Distribution Amount for such Distribution Date to make all the distributions described in the next paragraph to the Holders of the various Classes of the Class B Through T Certificates, such distributions to each Series 2002-A Certificateholder be made sequentially among such Classes of record on Certificateholders in the immediately preceding Record Date (other than as provided in Section 9.3 alphabetic order of the Master Trust Agreement respecting a final distributionClass designations of their respective Certificates (beginning with the Class B Certificates and ending with the Class T Certificates). Such distributions shall be made PRO RATA , in each case to each Series 2002-A Certificateholder (based on the ratio extent of the portion Remaining Available Distribution Amount with respect to the subject Class of Certificates for such Distribution Date. On each Distribution Date, through and including the Final Distribution Date, the Holders of each Class of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder Class B Through T Certificates will be entitled to receive, subject to the Series 2002-A Certificate Balance) by wire transfer Remaining Available Distribution Amount with respect to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.s

Distributions. (a1) On each Distribution Date, the Paying AgentSecurities Administrator, based solely on the information set forth in accordance with the report delivered for such day pursuant to SECTION 5.1(a)Remittance Report, shall withdraw from amounts deposited in the Series 2002-A Certificate Distribution Account during that portion of the Related Collection Period such amount of funds as are necessary Available Funds equal to provide the Interest Remittance Amount for the payments set forth below that Distribution Date and shall make the following payments disbursements and transfers in the following order of priority in each case, to the extent of the Interest Remittance Amount remaining for such Distribution Date; provided, however, the distributions made pursuant to Section 4.01(a)(1)(i)(a) hereof shall be made on the related Swap Payment Date to the extent such distributions are able to be made on such Distribution Date: (a) first, to the Supplemental Interest Trust, any Net Swap Payment and Swap Termination Payments (unless the Swap Provider is the Defaulting Party or the Sole Affected Party (as defined in the ISDA Master Agreement)) owed to the Swap Provider and (b) second, concurrently, to the Securities Administrator, the Trust Oversight Manager and the Custodian, the Securities Administrator Fee, the Trust Oversight Manager Fee and the Custodian Fee, respectively, for such Distribution Date; (ii) first, concurrently to the Holders of each Class of Senior Certificates, applied in accordance with the allocation rules set forth in Section 4.01(f) below, the related Monthly Interest Distributable Amount, on a pro rata basis based on such Monthly Interest Distributable Amount and second, concurrently to each Class of Senior Certificates, applied in accordance with the allocation rules set forth in Section 4.01(f) below, the related Unpaid Interest Shortfall Amount, if any, for each such Class for such Distribution Date on a pro rata basis based on such Unpaid Interest Shortfall Amount. (iii) to the Holders of the Class M-1 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (iv) to the Holders of the Class M-2 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (v) to the Holders of the Class M-3 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (vi) to the Holders of the Class M-4 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (vii) to the Holders of the Class M-5 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (viii) to the Holders of the Class M-6 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; and (ix) to the Holders of the Class M-7 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (x) to the Holders of the Class M-8 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (xi) to the Holders of the Class M-9 Certificates, the related Monthly Interest Distributable Amount for such Class of Certificates; (xii) to the Holders of the Class M-10 Certificates, the Monthly Interest Distributable Amount for such Class of Certificates; and (xiii) to the Holders of the Class M-11 Certificates, the Monthly Interest Distributable Amount for such Class of Certificates. Any Interest Remittance Amount remaining undistributed after giving effect to subclause (i) FIRSTthrough (xiii) above shall be used in determining the amount of Net Monthly Excess Cashflow, if any, for such Distribution Date. (2) On each Distribution Date, the Securities Administrator shall withdraw from the Distribution Account the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the following order of priority in each case, to the extent of the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount remaining for such Distribution Date: A. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Securities Administrator will withdraw from the Distribution Account that portion of Available Funds equal to the Group 1 Principal Distribution Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Group 1 Principal Distribution Amount remaining for such Distribution Date: 1. to the holders of the Group 1 Certificates, allocated as provided below, until the Class Principal Amounts thereof have been reduced to zero; and 2. to the holders of the Group 2 Certificates, allocated as provided below, until the Class Principal Amounts thereof have been reduced to zero. B. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Securities Administrator will withdraw from the Distribution Account that portion of Available Funds equal to the Group 2 Principal Distribution Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Group 2 Principal Distribution Amount remaining for such Distribution Date: 1. to the holders of the Group 2 Certificates, allocated as provided below, until the Class Principal Amounts thereof have been reduced to zero; and 2. to the holders of the Group 1 Certificates, allocated as provided below, until the Class Principal Amounts thereof have been reduced to zero. C. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Securities Administrator will withdraw from the Distribution Account that portion of Available Funds equal to the remaining Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount for such Distribution Date, after giving effect to clauses (A) and (B) above, and make the following disbursements and transfers in the order of priority described below: 1. to the holders of the Class M-1 Certificates, until the Class Principal Amount thereof has been reduced to zero; 2. to the holders of the Class M-2 Certificates, until the Class Principal Amount thereof has been reduced to zero; 3. to the holders of the Class M-3 Certificates, until the Class Principal Amount thereof has been reduced to zero; 4. to the holders of the Class M-4 Certificates, until the Class Principal Amount thereof has been reduced to zero; 5. to the holders of the Class M-5 Certificates, until the Class Principal Amount thereof has been reduced to zero; 6. to the holders of the Class M-6 Certificates, until the Class Principal Amount thereof has been reduced to zero; 7. to the holders of the Class M-7 Certificates, until the Class Principal Amount thereof has been reduced to zero; 8. to the holders of the Class M-8 Certificates, until the Class Principal Amount thereof has been reduced to zero; 9. to the holders of the Class M-9 Certificates, until the Class Principal Amount thereof has been reduced to zero; 10. to the holders of the Class M-10 Certificates, until the Class Principal Amount thereof has been reduced to zero; and 11. to the holders of the Class M-11 Certificates, until the Class Principal Amount thereof has been reduced to zero. D. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Securities Administrator will withdraw from the Distribution Account Group 1 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the order described below: 1. to the holders of the Group 1 Certificates, allocated as provided below, the Group 1 Senior Principal Distribution Amount until the Class Principal Amounts thereof have been reduced to zero; and 2. to the holders of each class of Group 2 Certificates, allocated as provided below, an amount equal to the excess, if any, of (x) the amount calculated required to be distributed pursuant to SECTION 4.3(aclause E.1. below for such Distribution Date over (y) shall be the amount actually distributed pursuant to clause E.1. below from the Group 2 Principal Distribution Amount on such Distribution Date. E. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Securities Administrator will withdraw from the Distribution Account Group 2 Principal Distribution Amount for such Distribution Date and make the following disbursements and transfers in the order described below: 1. to the Trustee and Servicerholders of each class of the Group 2 Certificates, respectively;allocated as provided below, the Group 2 Senior Principal Distribution Amount, until the Class Principal Amounts thereof have been reduced to zero; and (ii) SECOND2. to the holders of each class of Group 1 Certificates, allocated as provided below, an amount equal to the Quarterly Interest due excess, if any, of (x) the amount required to be distributed pursuant to clause D.1. above for such Distribution Date over (y) the amount actually distributed pursuant to clause D.1. above from the Group 1 Principal Distribution Amount on such Distribution Date. F. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Securities Administrator will withdraw from the Distribution Account any remaining Group 1 Principal Distribution Amount and Group 2 Principal Distribution Amount after giving effect to distributions in clauses (D) and (E) above, and make the following disbursements and transfers in the order of priority described below: 1. to the holders of the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 2. to the holders of the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 3. to the holders of the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 4. to the holders of the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 5. to the holders of the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 6. to the holders of the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 7. to the holders of the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 8. to the holders of the Class M-8 Certificates, the Class M-8 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 9. to the holders of the Class M-9 Certificates, the Class M-9 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero; 10. to the holders of the Class M-10 Certificates, the Class M-10 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero. 11. to the holders of the Class M-11 Certificates, the Class M-11 Principal Distribution Amount for such Distribution Date until the Class Principal Amount thereof has been reduced to zero. With respect to the Group 1 Certificates, so long as no Sequential Trigger Event is in effect, distributions of principal will be made concurrently to the Class A-1A and Class A-1B Certificates, pro rata based on their respective Class Principal Amounts, until the Class Principal Amounts thereof have been reduced to zero. With respect to the Group 1 Certificates, if a Sequential Trigger Event is in effect, distributions of principal will be made sequentially to the Class A-1A and Class A-1B Certificates, in that order, until their respective Class Principal Amounts have been reduced to zero. With respect to the Group 2 Certificates, distributions of principal will be made sequentially to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Class Principal Amounts thereof have been reduced to zero; provided, however, that for any Distribution Date on or after the date on which the aggregate Class Principal Amount of the Mezzanine Certificates is reduced to zero, any distributions of principal to the Group 2 Certificates shall be made pro rata based on their respective Class Principal Amounts. Any Principal Distribution Amount remaining undistributed after giving effect to clauses (A) through (F) above shall be used in determining the amount of Net Monthly Excess Cashflow, if any, for such Distribution Date. (3) On each Distribution Date, the Net Monthly Excess Cashflow shall be distributed as follows: (i) to the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates then entitled to distributions in respect to principal, in an amount equal to the principal portion of any Realized Losses experienced on the Mortgage Loans during the preceding month, payable to such Holders as part of the applicable Principal Distribution Amount; (ii) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Overcollateralization Increase Amount, payable to such Holders as part of the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount, as applicable, and applied in the same order of priority as payments of principal would otherwise be applied on such Distribution Date and any Additional Amounts with respect to reduce the Series 2002-A Series shall be distributed PRO RATA Class Principal Amount of such Certificates until the aggregate Class Principal Amount of such Classes of Certificates is reduced to each Series 2002-A Certificateholderzero; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Holders of the Class M-1 Certificates, any Unpaid Interest Shortfall Amount shall be distributed PRO RATA allocable to each Series 2002-A Certificateholdersuch Class of Certificates; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA Holders of the Class M-2 Certificates, any Unpaid Interest Shortfall Amount allocable to each Series 2002-A Certificateholdersuch Class of Certificates; (v) FIFTHto the Holders of the Class M-3 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (vi) to the Holders of the Class M-4 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (vii) to the Holders of the Class M-5 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (viii) to the Holders of the Class M-6 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (ix) to the Holders of the Class M-7 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (x) to the Holders of the Class M-8 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xi) to the Holders of the Class M-9 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xii) to the Holders of the Class M-10 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xiii) to the Holders of the Class M-11 Certificates, any Unpaid Interest Shortfall Amount allocable to such Class of Certificates; (xiv) concurrently, to the Holders of Certificates each Class of Senior Certificates, pro rata, in an amount equal to such Class’ previously allocated and not reimbursed share of any Series or other Persons Net Prepayment Interest Shortfalls allocated to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of each such unpaid obligationsCertificates; (vixv) SIXTH, to the Subordinated Certificateholders PRO RATA based on Holders of the principal amount of each Subordinated Certificate held by such Person Class M-1 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfalls allocated to exceed the outstanding balance of such Subordinated Certificates; and; (viixvi) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may directClass M-2 Certificates, in each case by wire transfer.an amount equal to such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfalls allocated to such Certificates; (bxvii) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 Holders of the Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA Class M-3 Certificates, in an amount equal to each Series 2002-A Certificateholder such Class’ previously allocated and not reimbursed share of any Net Prepayment Interest Shortfalls allocated to such Certificates; (based on xviii) to the ratio Holders of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by Class M-4 Certificates, in an amount equal to such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.Class’ previously allocated

Distributions. (a) On each Distribution DateHolders of Series C Partnership Preferred Units shall not be entitled to any distributions on the Series C Partnership Preferred Units, whether payable in cash, property or stock, except as provided in this Exhibit ------- J. - (b) Subject to the preferential rights of the holders of any Partnership Preferred Units that rank senior in the payment of distributions to the Series C Partnership Preferred Units and subject to paragraph (c) of this Section 3, the Paying Agentholders of Series C Partnership Preferred Units shall be entitled to receive, in accordance with when, as and if declared by the report delivered for such day pursuant to SECTION 5.1(a)Managing General Partner, shall withdraw from amounts deposited in the Series 2002-A Certificate Account during the Related Collection Period such amount but only out of funds as are necessary to provide legally available for the payments set forth below and shall make payment of distributions, cumulative preferential distributions payable in cash to holders of record on the following payments respective date, not exceeding 50 days preceding such distribution payment date, fixed for the purpose by the Managing General Partner in the following order on such Distribution Date: (i) FIRST, advance of payment of each particular distribution in an amount equal to the greater of (A) the Base Distribution per unit per annum and (B) an amount calculated per unit equal to the Liquidation Preference of a Series C Partnership Preferred Unit (exclusive of accrued but unpaid distributions) divided by the Conversion Price (the "Series C Common Equivalent Factor") times the dollar amount of cash distributions declared with respect to each Partnership Common Unit that does not result in an adjustment to the Conversion Price pursuant to SECTION 4.3(asubparagraph (d)(iii) of Section 6 (such product, the "Series C Common Equivalent Amount") for the same annual period; provided, however, that if as a result of the quarterly distributions -------- ------- paid in accordance with the following sentence, the holders of Series C Partnership Preferred Units shall have received for any calendar year more distributions than such units shall be distributed entitled under subparagraphs (A) and (B) above (as adjusted pursuant to the Trustee third and Servicereighth sentences of this Section 3), respectively; the distributions payable in respect of Series C Partnership Preferred Units in subsequent calendar years shall be reduced to the extent of such overpayment. Subject to the proviso of the preceding sentence of this Section 3(b), the distribution paid in respect of each quarterly period in each calendar year shall be determined as follows (iiin each case, excluding any additional payment made pursuant to the following sentence) SECOND: (1) for the first quarter, the greater of 25% of the Base Distribution per unit and the Series C Common Equivalent Amount for the same quarter; (2) for the second quarter, an amount equal such that the aggregate amount to be received per Series C Partnership Preferred Unit in respect of the Quarterly Interest due on first two quarters of such calendar year shall be the greater of 50% of the Base Distribution Date per unit and any Additional Amounts with respect to the Series 2002-A C Common Equivalent Amount for the same two quarters; (3) for the third quarter, in amount such that the aggregate amount to be received per Series C Partnership Preferred Unit in respect of the first three quarters of such calendar year shall be distributed PRO RATA to each the greater of 75% of the Base Distribution per unit and the Series 2002-A Certificateholder; C Common Equivalent Amount for the same three quarters; and (iii4) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commencedfor the fourth quarter, an amount equal such that the aggregate amount to the be received per Series 2002-A Quarterly Principal Amortization Amount C Partnership Preferred Unit in respect of such calendar year shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an the amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses (including indemnification amounts) or other obligations payable from the Trust Assets are payable, an amount up to the aggregate of such unpaid obligations; (vi) SIXTH, to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificates; and (vii) SEVENTH, all remaining amounts to the Sellers as Holders of the Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in the preceding sentence of this Section 9.3 of the Master Trust Agreement respecting a final distribution3(b). Such distributions shall be made PRO RATA to each Series 2002-A Certificateholder (based on Notwithstanding the ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Register.foregoing, for any quarter in which a Fixed Charge Coverage Violation

Distributions. (a) On each Distribution Date, Date the Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), Trustee shall withdraw from amounts deposited in the Series 2002-A Certificate Distribution Account during the Related Collection Period Available Funds for such amount of funds as are necessary to provide for the payments set forth below Distribution Date and shall make the following payments distributions thereof as described below in the following order on such Distribution Dateof priority, and to the extent of Available Funds: (i) FIRSTto the holders of the Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates, pro rata, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectivelyInterest Distribution Amount for such Distribution Date; (ii) SECONDto the holders of the Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates, sequentially in that order, an amount equal to the Quarterly Interest due on Class A Principal Distribution Amount for such Distribution Date and any Additional Amounts with respect Date, until the Class A Certificate Principal Balance thereof has been reduced to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholderzero; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, to the Certificate Insurer an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA sum of (1) the accrued and unpaid Premium Amount, (2) an amount sufficient to each Series 2002-A Certificateholderreimburse the Certificate Insurer to the extent of any unreimbursed Insured Amounts paid, with interest thereon at the rate specified in the Insurance Agreement, and (3) I and I Payments; (iv) FOURTHto the Servicer and/or the Seller certain Reimbursable Amounts (other than Monthly Advances and Servicing Advances) not previously reimbursed; (v) to the Servicer, if the amount of Nonrecoverable Advances not previously reimbursed; (but only ifvi) a Series 2002-A Rapid Amortization Period has commencedto the Spread Account, the remaining Monthly Excess Spread Amount until the Base Spread Account Requirement is reached; (vii) to the Basis Risk Reserve Fund, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA Required Basis Risk Reserve Fund Deposit (after giving effect to each Series 2002-A Certificateholderdeposits made therein from the Corridor Contract); (vviii) FIFTH, to the Holders holders of Certificates of any Series or other Persons to whom any other accrued and unpaid expenses the Class C Certificates, (including indemnification amountsa) or other obligations payable from the Trust Assets are payable, an amount up equal to the aggregate Interest Distribution Amount for such Distribution Date and (b) any remaining amounts in reduction of such unpaid obligations; (vi) SIXTHthe Class C Certificate Principal Balance, until the Class C Certificate Principal Balance has been reduced to the Subordinated Certificateholders PRO RATA based on the principal amount of each Subordinated Certificate held by such Person in an amount not to exceed the outstanding balance of such Subordinated Certificateszero; and (viiix) SEVENTH, all remaining amounts to the Sellers as Holders holders of the Sellers' Certificate Class R Certificates (in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.3 respect of the Master Trust Agreement respecting Class R-3 Interest), any remaining amounts. Any amount withdrawn from the Spread Account that is paid to the Class A Certificates, or used to reimburse the Certificate Insurer on account of a final distribution). Such distributions delinquency or realized loss on a Mortgage Loan shall be made PRO RATA treated as paid to each Series 2002-A Certificateholder (based on REMIC 3 pursuant to a credit enhancement contract. Amounts released from the ratio of Spread Account or the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder Basis Risk Reserve Fund to the Series 2002-A Certificate Balance) Class C Certificateholders shall not be treated as paid by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the Certificate Registerany REMIC created hereunder.