Common use of Distributions Clause in Contracts

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution AmountAmount remaining: (i) to the Senior Certificates (other than the Principal Only Class A-P Certificates) ), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balances of such Senior Certificates); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute distribute, to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) Date, based solely on the Master Servicer on behalf information in the Servicer's Certificate, the Trustee shall distribute or be deemed to distribute, as applicable, out of the Trustee Certificate Account, the Upper-Tier Certificate Sub-Account or the Middle-Tier Certificate Sub-Account, as applicable (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicerextent funds are available therein), in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding related Record Date (other than as provided in Section 9.01 10.01 respecting the final distribution), either ) (1a) 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 (2) if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed to such Certificateholder entitled to receive a distribution on such Distribution Date at the address of such Holder appearing in the Certificate Register, or (b) upon written request by the Holder of a Regular Certificate or Class 15-IO, Class 30-IO or Class A-PO Certificate, by wire transfer or by such other means of payment as such Certificateholder and the Trustee shall agree upon, such Certificateholder's share (Percentage Interest in the amount to which share (A) the related Class of Certificates is entitled in accordance with the priorities set forth below in Section 5.02; provided, however, that distributions of principal to the Special Retail Certificates shall be made as described in Section 5.09. Notwithstanding the foregoing, the distribution to the Holders of the Class SES Certificates shall be reduced by the amount of the Class SES Compensating Interest for such Distribution Date. None of the Holders of any Class of Certificates, the Depositor, the Servicer or the Trustee shall in any way be responsible or liable to Holders of any Class of Certificates in respect of amounts properly previously distributed on any such Class. Amounts distributed with respect to each any Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) Ancillary Income distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V SES Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) shall be applied first to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); anddistribution of interest thereon and then to principal thereon.

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution AmountAmount remaining: (i) to the Senior Certificates (other than the Principal Only Class A-P Certificates) ), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balance of such Senior Certificates); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute distribute, to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, below and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date Date, (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute distribute, (I) to the Master ServicerServicer or a Subservicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below, and (II) to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereofHolder) of the following amounts, in the following order of priority (subject to the provisions of Section Sections 4.02(b) and (d) below), in each case to the extent of the related Available Distribution Amount: (i) (W) from the Available Distribution Amount related to the Senior Certificates (other than Group I Loans, to the Principal Only Group I Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, the Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) ), on a pro rata basis based on such amounts due on each such Class on such Distribution Date (the "Group I Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the related Available Distribution AmountAmount remaining: (i) (X) from the Available Distribution Amount related to Loan Group I, to the holders of the Group I Senior Certificates (other than than, on or prior to the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Accretion Termination Date, the Accrual Certificates with respect to such the extent of the Accrual Distribution DateAmount), Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute first to the Master Trustee, payment for any servicing transfer expenses reimbursable to the Trustee pursuant to Section 7.02(a), and that have not been paid or reimbursed to the Trustee by the Servicer, second to the Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below, and third to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 Trustee or the Paying Agent, as the case may be, or (2) or, if such Certificateholder has not so notified the Master Servicer Trustee 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount:Amount (net of the amounts payable above): (i) to the Senior Certificates (other than the Principal Only Class PO Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"), in each case in respect of interest on such Class; and (ii) (X) to the Class A-P PO Certificates, the Class A-P PO Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution AmountAmount remaining: (i) to the Senior Certificates (other than the Principal Only Certificates) Class A-P Certificates and prior to the related Accretion Termination Date, the related Accrual Certificates to the extent of the related Accrual Distribution Amount), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (XW) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balances of such Senior Certificates); and;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c), and (e) below), in each case to the extent of the Available Distribution AmountAmount remaining: (i) to the Senior Certificates (other than the Principal Only Class A-P Certificates) ), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balances of such Senior Certificates); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), (c) and (e) below in each case to the extent of the Available Distribution Amount:, and further subject to the provisions of Section 4.02(a)(ii)(Y) below with respect to Prepayment Charges, to the extent of Prepayment Charges on deposit in the Class P Reserve Account): (i) to the Senior Certificates (other than the Principal Only Class A-P Certificates and the Class P Certificates) ), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date Date, except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balance of such Senior Certificates); and;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution AmountAmount remaining: (i) to the Senior Certificates (other than the Principal Only Certificates) Class A-P Certificates and prior to the Accretion Termination Date, the Accrual Certificates to the extent of the Accrual Distribution Amount), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (XW) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balances of such Senior Certificates); and;

Distributions. (a) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee) shall allocate and distribute the Available Distribution Amount, if any, for such date to the interests issued in respect of REMIC I and REMIC II as specified in this Section. (1) On each Distribution Date, the REMIC I Distribution Amount shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests and to Holders of the Class R-I Certificates in the amounts and with the priorities set forth in the definition thereof. (2) Notwithstanding the distributions described in this Section 4.02(b), distribution of funds from the Certificate Account shall be made only in accordance with Section 4.02(c). (c) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's ’s share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts), in the following order of priority (subject to the provisions of Section 4.02(b) below)priority, in each case to the extent of the Available Distribution Amount:Amount on deposit in the Certificate Account (except, with respect to clauses (iii), (vii) and (x) below, to the extent of the remaining Available Distribution Amount plus the remaining Hedge Payment or, with respect to clause (x)(B) below, to the extent of prepayment charges on deposit in the Certificate Account): (i) to the Senior Certificates (other than Class A Certificateholders, the Principal Only Certificates) on a pro rata basis based on Accrued Certificate REMIC Interest Amount payable on such the Class A Certificates with respect to such Distribution Date, Accrued Certificate Interest on 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 Classes of Certificates Distribution Date; (or Subclassesii) to the Class M Certificateholders and Class B Certificateholders, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the REMIC Interest Amount payable on the Class M Certificates and Class B Certificates with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon related amounts accrued pursuant to this clause (ii) but remaining unpaid from any previous prior Distribution Date except Date, sequentially, to the Class M-1 Certificateholders, Class M-2 Certificateholders, Class M-3 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, Class M-10 Certificateholders, Class B-1 Certificateholders, Class B-2 Certificateholders, Class B-3 Certificateholders and Class B-4 Certificateholders, in that order, being paid from and in reduction of the Available Distribution Amount for such Distribution Date; (iii) to the Class A Certificateholders, Class M Certificateholders and Class B Certificateholders, the related Accrued Certificate Interest in excess of the REMIC Interest Amount, if any, pro rata, based upon the amount of the related Accrued Certificate Interest in excess of the REMIC Interest Amount due thereon, being paid from and in reduction of the Hedge Payment for such Distribution Date; (iv) the Principal Distribution Amount shall be distributed as provided follows, to be applied to reduce the Certificate Principal Balance of the applicable Certificates in each case to the last paragraph extent of this Section 4.02(a) (the "Senior Interest remaining Principal Distribution Amount"): (A) first, the Class A Principal Distribution Amount, sequentially, to the Class A-[1] Certificateholders, Class A-[2] Certificateholders, Class A-[3] Certificateholders and Class A-[4] Certificateholders, in that order, until the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero; (B) second, to the Class M-1 Certificateholders, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (C) third, to the Class M-2 Certificateholders, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) fourth, to the Class M-3 Certificateholders, the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero; (E) fifth, 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; (F) sixth, 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; (G) seventh, 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; (H) eighth, 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; (I) ninth, 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; (J) tenth, 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; (K) eleventh, to the Class M-10 Certificateholders, the Class M-10 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-10 Certificates has been reduced to zero; (L) twelfth, to the Class B-1 Certificateholders, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance of the Class B-1 Certificates has been reduced to zero; (M) thirteenth, to the Class B-2 Certificateholders, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance of the Class B-2 Certificates has been reduced to zero; (N) fourteenth, to the Class B-3 Certificateholders, the Class B-3 Principal Distribution Amount, until the Certificate Principal Balance of the Class B-3 Certificates has been reduced to zero; and (iiO) fifteenth, to the Class B-4 Certificateholders, the Class B-4 Principal Distribution Amount, until the Certificate Principal Balance of the Class B-4 Certificates has been reduced to zero; (Xv) 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, Class M Certificateholders and Class B Certificateholders, the amount of any unpaid Basis Risk Shortfalls allocated thereto, sequentially, to the Class A Certificateholders, on a pro rata basis based on the amount of unpaid Basis Risk Shortfalls allocated thereto, and then, to the Class ▇-P ▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class B-1, Class B-2, Class B-3 and Class B-4 Certificateholders, in that order, the amount of any unpaid Basis Risk Shortfalls allocated thereto, in each case being paid from and in reduction of the Hedge Payment remaining after the distributions in clause (iii) above, and (B) from the Available Distribution Amount remaining after making the distributions in clause (vi) above, first, to the Class A Certificateholders, the amount of any Basis Risk Shortfalls allocated thereto and remaining unpaid after the distributions described in clause (vii)(A) above, on a pro rata basis based on the amount of unpaid Basis Risk Shortfalls allocated thereto 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, Class M-10, Class B-1, Class B-2, Class B-3 and Class B-4 Certificateholders, in that order, the amount of any Basis Risk Shortfalls allocated thereto and remaining unpaid after the distributions described in clause (vii)(A) above; (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) to the Class A Certificateholders, the principal portion of any Realized Losses previously allocated thereto 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, Class M-10, Class B-1, Class B-2, Class B-3 and Class B-4 Certificateholders, in that order, the principal portion of any Realized Losses previously allocated thereto and remaining unreimbursed; (x) 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 Interest thereon, (II) the amount of any Overcollateralization Reduction Amount for such Distribution Date, (III) the amount of any Hedge Shortfall Amount for such Distribution Date, (IV) the amount of any Hedge Shortfall Carry-Forward Amount for such Distribution Date and (V) 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 Hedge Payment, if any, the amount of such Hedge Payment remaining after the foregoing distributions; and (xi) to the Class AR-P II Certificateholders, the balance, if any, of the Excess Cash Flow. (d) Notwithstanding the foregoing clause (c), upon the reduction of the Certificate Principal Distribution Amount 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 defined 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 indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners 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 4.02(b)(i9.01, if the Master Servicer anticipates that a final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Master Servicer shall, no later than the Determination Date in the month of such final distribution, notify the Trustee and the Trustee shall, no later than two (2) hereinBusiness Days after such Determination Date, mail on such date 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 held in the Certificate Account for the benefit of such Certificateholders as provided in Section 9.01(d); and.

Distributions. (a) On each Distribution Date Date, the Group I Available Distribution Amount, in the following order of priority, shall be deemed to have been distributed by REMIC I to REMIC III on account of the REMIC I Regular Interests or shall be withdrawn from the Custodial Account and distributed to the holders of the Class R-I Certificates, as the case may be: (xi) to the Holders of REMIC I Regular Interests as provided in Section 1.03; and (ii) any remaining portion, to the Holders of the Class R-I Certificates. (b) On each Distribution Date, the Group II Available Distribution Amount, in the following order of priority, shall be deemed to have been distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests or shall be withdrawn from the Custodial Account and distributed to the holders of the Class R-II Certificates, as the case may be: (i) to the Holders of REMIC II Regular Interests as provided in Section 1.03; and (ii) any remaining portion, to the Holders of the Class R-II Certificates. (c) On each Distribution Date, the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, Trustee shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereofHolder) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below)priority, in each case to the extent of the related Available Distribution AmountAmount that is attributable to such Class for such Distribution Date: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution DateClass A Certificateholders, Accrued Certificate Interest on thereon for such Classes of Certificates Distribution Date minus, (or Subclasses, if any, A) with respect to the Class A-V I Certificates) , any Group I Prepayment Interest Shortfalls for such Distribution DateDate and (B) with respect to the Class A-II Certificates, any Group II Prepayment Interest Shortfalls plus any in each case Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); andDate; (ii) (XA) to the Class A-P I Certificateholders, the Principal Distribution Amount with respect to Loan Group I for such Distribution Date, in the following order or priority; (1) first, to the Class A-I-6 Certificates, the Class A-P Principal I-6 Lockout Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; (as defined in Section 4.02(b)(i2) herein)second, to the Class A-I-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (3) third, to the Class A-I-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (4) fourth, to the Class A-I-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (5) fifth, to the Class A-I-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (6) sixth, to the Class A-I-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (7) seventh, to the Class A-I-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero.

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates, and prior to the related Accretion Termination Date, the related Accrual Certificates, to the extent of the related Accrual Distribution Amount) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute distribute, to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, below and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates and prior to the related Accretion Termination Date, the Accrual Certificates, to the extent of the related Accrual Distribution Amount) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only CertificatesCertificates and, on or prior to the Accretion Termination Date, the Accrual Certificates to the extent described in the definition of the Accrual Distribution Amount) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On Except as otherwise provided in Sections 3(c), 5(c), 5(d) and 5(i), on each applicable Distribution Date (x) the Master Servicer on behalf of or such later date as specified in Section 9(f)), the Trustee or shall apply Available Funds in the Certificate Account as follows: (yi) The Trustee will pay the Paying Agent appointed by interest portion of Available Funds: (1) first, to the Trustee, shall distribute 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 (2) second, to the Master Servicerholders of the Class A-1 Certificates, in accrued interest at the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) belowapplicable Class A-1 Rate, and to each Certificateholder the holders of record on the next preceding Record Date Class A-2 Certificates, accrued interest at the Class A-2 Rate, pro rata in proportion to their entitlements thereto. (other than as provided in Section 9.01 respecting ii) the final distribution), either Trustee will pay the principal portion of Available Funds: (1) in immediately available funds (by wire transfer or otherwise) first, 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 AgentTrustee, as reimbursement for any remaining Extraordinary Trust Expenses incurred by the case may be, or Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (2) if such Certificateholder has second, to the holders of the Class A-1 Certificates, an amount equal to the Certificate Principal Balance of the Class A-1 Certificates (the Class A-2 Certificates are not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed entitled to such Certificateholder at the address distributions of such Holder appearing principal). (iii) any Available Funds remaining in the Certificate RegisterAccount after the payments set forth in clauses 5(a)(i) and 5(a)(ii) above shall be paid to the Trustee as reasonable compensation for services rendered to the Depositor, such Certificateholder's share up to $1,000. (which share (Aiv) with respect the Trustee will pay any Available Funds remaining in the Certificate Account after the distributions in clauses 5(a)(i) through 5(a)(iii) above to each Class of Certificates (other than any Subclass the holders of the Class A-V A-1 Certificates and Class A-2 Certificates pro rata in proportion to the interest rate on each such class of 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 tender offer, 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 based on remitted by the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal Trustee to the amount Depositor. (b) [Reserved]. (c) Notwithstanding the foregoing, if anythe 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, an SEC Reporting Failure, or the Final Scheduled Distribution Date, the Trustee shall apply Available Funds in the manner described in Section 5(h) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amountpriority: (i) first, to the Senior 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 of Underlying Securities so redeemed, prepaid or liquidated plus accrued and unpaid interest on the amount of Class A-1 Certificates redeemed in connection with such principal payment; (other than iii) third, to the Principal Only holders of the Class A-2 Certificates, an amount not to exceed 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 equal to the then applicable Class A-1 Rate, assuming no delinquencies, deferrals, redemptions or prepayments on the Underlying Securities; (iv) on a fourth, to the Trustee, as reasonable compensation for services rendered to the Depositor, any remainder up to $1,000; and (v) fifth, any remainder to the holders of the Class A-1 Certificates and the Class A-2 Certificates pro rata basis based on Accrued Certificate Interest payable on such 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 Event of Default, the Trustee shall distribute Available Funds to the holders of the Class A-1 Certificates and the holders of the Class A-2 Certificates in accordance with respect the ratio of the Class A-1 Allocation to such Distribution Date, Accrued Certificate Interest on such Classes the Class A-2 Allocation. (e) Unless otherwise instructed by holders of Certificates representing a majority of the Voting Rights, thirty (or Subclasses30) 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, 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 Warrant Holder pursuant to Section 7 and the Warrant Agent Agreement. (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 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 amounts of the Class A-2 Certificates shall be reduced, pro rata among all Class A-2 Certificateholders, by an amount equal to the 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 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 shortfall. (h) If a payment with respect to the Class A-V CertificatesUnderlying Securities is made to the Trustee (i) after the payment date of the Underlying Securities on which such payment was due or (ii) 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, an SEC Reporting Failure or at their maturity, the Trustee will distribute any such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided amounts received in accordance with the last paragraph provisions of this Section 4.02(a5 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 one Business Day prior to the day on which the related payment was received with respect to the Underlying Securities. (i) Notwithstanding Section 3.12 of the "Senior Interest Distribution Amount"); and Standard Terms, upon the occurrence of an SEC Reporting Failure, the Depositor shall instruct the Trustee within a reasonable time to (i) 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) (Xto 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-P CertificatesA-2 Allocation, as determined by the Calculation Agent. (j) On any date on which Underlying Securities are redeemed, prepaid or liquidated for any reason, the aggregate outstanding notional amount of the Class A-P Principal Distribution Amount A-2 Certificates shall be reduced by an amount equal to the principal amount of the Underlying Securities so redeemed, prepaid or liquidated, the reduction for the Class A-2 Certificates to be allocated pro rata among all Class A-2 Certificates. (i) Within five Business Days (or such longer period as defined shall be acceptable to the Trustee) of receipt of notice of an SEC Reporting Failure, any Class A-1 Certificateholder or Class A-2 Certificateholder may direct the Trustee to distribute all or a portion of such Certificateholder's pro rata share of the Underlying Securities to it, in Section 4.02(b)(i) herein); andlieu of any proceeds received upon liquidation of the Underlying Securities. The respective pro rata shares of the Class A-1 and Class A-2 Certificateholders in the Underlying Securities shall be determined by allocating the portion of the principal amount remaining after reimbursement of the Trustee for any Extraordinary Trust Expenses approved by 100% of the Certificateholders to the Class A-1 Certificateholders and the Class A-2 Certificateholders in accordance with the ratio of the Class A-1 Allocation to the Class A-2

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Certificate Insurer the Insurance Premium, to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, to the Certificate Insurer, in the case of a distribution pursuant to Section 4.02(a)(xvi) below, the amount required to be distributed to the Certificate Insurer pursuant to Section 4.02(a)(xvi) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution AmountAmount (net of the Insurance Premium) and any Insured Payment pursuant to Section 12.02 of this Series Supplement: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date the Paying Agent appointed by the Trustee shall distribute to (xi) the Master Servicer on behalf of the Trustee or (yii) the Paying Agent appointed by the Trustee, shall distribute distribute, to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) belowbelow and subject further to the provisions of Section 4.05 in respect of any Diverted Amounts), in each case to the extent of the related Available Distribution Amount: (i) (X) from the Available Distribution Amount related to the Senior Group I Loans, to the Group I Certificates (other than the Principal Only Class I-A-P Certificates) ), on a pro rata basis based on the Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class I-A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Group I Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution AmountAmount remaining: (i) to the Senior Certificates (other than the Principal Only Certificates) Class A-P), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balances of such Senior Certificates); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, to the Certificate Insurer, in the case of a distribution pursuant to Section 4.02(a)(xvi) below, the amount required to be distributed to the Certificate Insurer pursuant to Section 4.02(a)(xvi) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution AmountAmount and, together with, as to any Insured Certificate, any Reserve Fund Withdrawal pursuant to Section 4.10 of this Series Supplement and any Insured Payment pursuant to Section 12.02 of this Series Supplement: (i) to the Senior Certificates (other than the Principal Only Certificates) , and, on or prior to the Accretion Termination Date, the Accrual Certificates to the extent described in the definition of the Accrual Distribution Amount), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date Date, the amount received by REMIC I pursuant to the preceding sentence and Section 10.04(a) shall be deemed distributed from REMIC I to REMIC II as the holder of the REMIC I Regular interests in the amounts and in accordance with the priorities set forth in Section 10.02(b) through (x) the Master Servicer on behalf of c). On each Distribution Date, the Trustee or (y) the Paying Agent appointed by the Trustee shall distribute first, to the Trustee, shall distribute payment for any servicing transfer expenses reimbursable to the Master Trustee pursuant to Section 7.02(a) and that have not been paid or reimbursed to the Trustee by the Servicer, allocated in reduction of the Available Distribution Amounts pro rata, based upon the aggregate Stated Principal Balances of each Loan Group, second, to the Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below, and third, to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 Trustee or the Paying Agent, as the case may be, or (2) or, if such Certificateholder has not so notified the Master Servicer Trustee 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereofHolder) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the related Available Distribution Amount:Amount (net of the amounts payable above): (i) (I) from the Available Distribution Amount related to the Senior Certificates (other than Group 1 Loans, to the Principal Only Holders of the Class R and Class 1-A Certificates) , on a pro rata basis based on Accrued Certificate Interest payable on such Classes of Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); andeach case in respect of interest on such Classes;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution AmountAmount remaining: (i) to the Senior Certificates (other than the Principal Only Certificates) Class A-P Certificates and prior to the related Accretion Termination Date, the related Accrual Certificates to the extent of the related Accrual Distribution Amount), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (XW) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balances of such Senior Certificates); and;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution AmountAmount remaining: (i) to the Senior Certificates (other than the Principal Only Certificates) Class A-P Certificates and prior to the Accretion Termination Date, the Accrual Certificates to the extent of the Accrual Distribution Amount), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (XW) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balances of such Senior Certificates); and;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute distribute, to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereofHolder) of the following amounts, in the following order of priority (subject to the provisions of Section Sections 4.02(b) and 4.02(c) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) , on a pro rata basis based on the Accrued Certificate Interest payable on such Classes of Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); andprovided, however, that amounts distributable to Holders of the Class X Certificates in respect of Accrued Certificate Interest on the Class X-IO Component will be reduced to the extent necessary to pay any Carryover Shortfall Amount on the Class A-1 Certificates and Class A-3 Certificates on the Distribution Date (after giving effect, in the case of the Class A-1 Certificates, to payments made pursuant to the Yield Maintenance Agreement) and such amounts will be paid to the Class A-1 Certificates and Class A-3 Certificates on a pro rata basis in accordance with their respective Carryover Shortfall Amounts; (ii) to the Senior Certificates, in the priorities and amounts set forth in Section 4.02(b) and (Xc), the sum of the following (applied to reduce the Certificate Principal Balances of such Senior Certificates, as applicable): (A) the Senior Percentage for such Distribution Date times the sum of the following: (1) the principal portion of each Monthly Payment due during the related Due Period on each Outstanding Mortgage Loan, whether or not received on or prior to the related Determination Date, minus the principal portion of any Debt Service Reduction which together with other Bankruptcy Losses exceeds the Bankruptcy Amount; (2) except to the extent applied in reduction of Net Deferred Interest on any Distribution Date, the Stated Principal Balance of any Mortgage Loan repurchased during the preceding calendar month (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04 during the preceding calendar month; and (3) except to the extent applied in reduction of Net Deferred Interest on any Distribution Date, the principal portion of all other unscheduled collections (other than Principal Prepayments in Full and Curtailments and amounts received in connection with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section 4.02(a)(ii)(B) of this Series Supplement, including without limitation any Insurance Proceeds, Liquidation Proceeds and REO Proceeds), including Subsequent Recoveries, received during the preceding calendar month (or deemed to have been so received in accordance with Section 3.07(b)) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms; (B) except to the extent applied in reduction of Net Deferred Interest on any Distribution Date, with respect to each Mortgage Loan for which a Cash Liquidation or a REO Disposition occurred during the preceding calendar month (or was deemed to have occurred during such period in accordance with Section 3.07(b)) and did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (a) the Senior Percentage for such Distribution Date times the Stated Principal Balance of such Mortgage Loan and (b) the Senior Accelerated Distribution Percentage for such Distribution Date times the unscheduled collections (including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms; (C) the Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments in Full received in the Prepayment Period and Curtailments received in the preceding calendar month not applied in reduction of Net Deferred Interest on any Distribution Date; (D) any amounts described in subsection (ii), clauses (A), (B) and (C) of this Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after application of amounts previously distributed pursuant to this clause (D) to the extent that such amounts are not attributable to Realized Losses which have been allocated to the Subordinate Certificates; minus (E) the related Capitalization Reimbursement Amount for such Distribution Date multiplied by a fraction, the numerator of which is the Senior Principal Distribution Amount, without giving effect to this clause (E), and the denominator of which is the sum of the principal distribution amounts for all Classes of Certificates derived from the Available Distribution Amount without giving effect to any reductions for the Capitalization Reimbursement Amount; (iii) if the Certificate Principal Balances of the Subordinate Certificates have not been reduced to zero, to the Master Servicer or a Sub-Servicer, by remitting for deposit to the Custodial Account, to the extent of and in reimbursement for any Advances or Sub-Servicer Advances previously made with respect to any Mortgage Loan or REO Property which remain unreimbursed in whole or in part following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property, minus any such Advances that were made with respect to delinquencies that ultimately constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses; (iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (v) to the Holders of the Class M-1 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class M-1 Certificates; (vi) to the Holders of the Class M-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (vii) to the Holders of the Class M-2 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class M-2 Certificates; (viii) to the Holders of the Class M-3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (ix) to the Holders of the Class M-3 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class M-3 Certificates; (x) to the Holders of the Class M-4 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xi) to the Holders of the Class M-4 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class M-4 Certificates; (xii) to the Holders of the Class M-5 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xiii) to the Holders of the Class M-5 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class M-5 Certificates; (xiv) to the Holders of the Class M-6 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xv) to the Holders of the Class M-6 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class M-6 Certificates; (xvi) to the Holders of the Class M-7 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xvii) to the Holders of the Class M-7 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class M-7 Certificates; (xviii) to the Holders of the Class M-8 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xix) to the Holders of the Class M-8 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class M-8 Certificates; (xx) to the Holders of the Class M-9 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xxi) to the Holders of the Class M-9 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class M-9 Certificates; (xxii) to the Holders of the Class B-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xxiii) to the Holders of the Class B-1 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class B-1 Certificates; (xxiv) to the Holders of the Class B-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xxv) to the Holders of the Class B-2 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class B-2 Certificates; (xxvi) to the Holders of the Class B-3 Certificates, an amount equal to the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xxvii) to the Holders of the Class B-3 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class B-3 Certificates; (xxviii) to the Senior Certificates, in the priority set forth in Section 4.02(b) of this Series Supplement, the portion, if any, of the Available Distribution Amount remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to each Class of Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the Available Distribution Amount remaining after the Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Subordinate Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Subordinate Certificates; and (xxix) to the Class AR-P I Certificates, the balance, if any, of the Available Distribution Amount. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class A-P of Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the Subordinate Certificates are no longer outstanding, the Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that (1) a shortfall in the amounts available to pay Accrued Certificate Interest on any Class of Certificates results from an interest rate reduction in connection with a Servicing Modification, or (2) such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to the failure of the Master Servicer to make any required Advance, or the determination by the Master Servicer that any proposed Advance would be a Nonrecoverable Advance with respect to the related Mortgage Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed to the Certificateholders. (b) Distributions of principal on the Senior Certificates on each Distribution Date will be made as follows: (i) the Senior Principal Distribution Amount shall be distributed on a pro rata basis in accordance with their respective Certificate Principal Balances to the Class R-I and Class R-II, until the Certificate Principal Balances thereof have been reduced to zero; (as defined ii) any remaining amount shall be distributed on a pro rata basis in accordance with their respective Certificate Principal Balances to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; and (iii) any remaining amount shall be distributed to the Class X Certificates, until the Certificate Principal Balance of the Class X-P Component has been reduced to zero. (c) On or after the occurrence of the Credit Support Depletion Date, all priorities relating to distributions in Section 4.02(b)(i4.02(a)(i) herein); andand Section 4.02(b) relating to principal and interest among the Senior Certificates will be disregarded. Instead, the Senior Principal Distribution Amount will be distributed to the Senior Certificat

Distributions. (a) On each applicable Distribution Date (x) the Master Servicer on behalf of Date, the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 apply Available Funds in the Certificate Register, such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, Account as follows in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amountpriority: (i) the Trustee will pay the interest portion of Available Funds: (1) first, to the Senior Certificates Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by Certificateholders representing 100% of the Voting Rights with respect thereto; (other than 2) second, to the Principal Only holders of the Class A-1 Certificates) on a pro rata basis based on Accrued Certificate Interest payable , interest accrued and unpaid on such Certificates with respect to such Distribution DateClass; and (3) third, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) Depositor for such Distribution Date, plus the payment of Trust expenses but in an amount not to exceed $9,701 in any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount")calendar year; and (ii) the Trustee will pay the principal portion of Available Funds: (X1) 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 Certificateholders representing 100% of the Voting Rights with respect thereto; and (2) second, to the holders of the Class A-P A-1 Certificates until the Certificate Principal Amount thereof has been reduced to zero; and (3) third, to the holders of the Class A-2 Certificates until the Certificate Principal Amount thereof has been reduced to zero. (b) Notwithstanding any other provision hereof (other than Section 3(c)) if the Underlying Securities are redeemed, prepaid or liquidated in whole or in part for any reason (including, without limitation, an Event of Default or a Tax Event) other than at their maturity, the Trustee shall apply Available Funds on the related Distribution Date (or Special Distribution Date, if applicable) in the same order of priority as is set forth in Section 5(a). In the event of any payment on any such date of less than all of the outstanding Class A-1 Certificates, the Class AA-1 Certificates to be retired will be selected by the Trustee or DTC by lot. (c) Notwithstanding any other provision hereof, in the event of the occurrence of (i) a payment default on the Underlying Securities or (ii) an acceleration of the date of maturity of the Underlying Securities in connection with a default thereon, the holders of the Certificates representing a majority of the Voting Rights on the Class A-1 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 deemed to qualify as leading dealers: (1) Credit Suisse First Boston Corporation, (2) ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., (3) ▇▇▇▇▇▇ Brothers Inc., (4) ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, (5) Bear, ▇▇▇▇▇▇▇ & Co. Inc., and (6) ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. The Trustee shall not be 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 Certificateholders no later than two Business Days after the receipt of immediately available funds in accordance with Section 5(b) hereof. (d) In the event that the Trustee receives non-P Principal 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 which are not then held by DTC or any other 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 moneys or other 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, (after deducting the costs incurred in connection therewith) in accordance with the priorities of distribution established pursuant to Section 5(a) 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 will be deemed to reduce the principal amount of Certificates on a dollar-for-dollar basis. (e) 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 Amount Date, any shortfall will be carried over and will be distributed on the next Distribution Date (as defined or date referred to in Section 4.02(b)(i5(f) herein)hereof) on which sufficient funds are available on the Available Funds to pay such shortfall. (f) If a payment with respect to the 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; andprovided, 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. (g) In the event that any redemption or early payment premium is received as a distribution with respect to the Underlying Securities, such amount will be distributed pro rata to the holders of the Class A-2 Certificates. (h) 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 5 Business Days instruct the Trustee to sell the Underlying Securities and distribute the proceeds of such sale to the Certificateholders in accordance with the order of priority set forth in Section 5(a) provided, however, the Depositor shall not instruct the Trustee to distribute or sell the Underlying Securities 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.

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii4.02(a)(iv) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii4.02(a)(iv) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c), (d), (e), (f) belowand (g)below), in each case to the extent of the related or specified Available Distribution Amount:Amount remaining in the case of clauses (i) through (iii), and to the extent of the Available Distribution Amount for each Loan Group remaining in the case of clauses (iv) through (xviii): (i) (X) from the Available Distribution Amount related to the Senior Certificates (other than CB Loan Group, to the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Class CB Certificateholders Accrued Certificate Interest on such Classes Class of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and;

Distributions. (a) On Except as otherwise provided in Sections 3(c), 5(c), 5(d) and 5(i) on each applicable Distribution Date (x) the Master Servicer on behalf of or such later date as specified in Section 9(f)), the Trustee or shall apply Available Funds in the Certificate Account as follows: (yi) The Trustee will pay the Paying Agent appointed by interest portion of Available Funds: (1) first, to the Trustee, shall distribute 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 Master Servicer, in holders of the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed Class A-1 Certificates and to the Master Servicer or a Sub-Servicer pursuant holders of the Class A-2 Certificates, interest accrued and unpaid on each such Class, pro rata in proportion to Section 4.02(a)(iiitheir entitlements thereto. (ii) below, and to each Certificateholder the Trustee will pay the principal portion of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either Available Funds: (1) in immediately available funds (by wire transfer or otherwise) first, 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 AgentTrustee, as reimbursement for any remaining Extraordinary Trust Expenses incurred by the case may be, or Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (2) if such Certificateholder has not so notified second, to 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 (A) with respect to each Class of Certificates (other than any Subclass holders of the Class A-V A-1 Certificates), the Certificate Principal Balance 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 based on remitted by the aggregate 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 cessation of the Percentage Interests represented Underlying Securities Issuer to file periodic reports as required by Certificates of the applicable Class held by such Holder Exchange Act or (Bat their maturity, the Trustee shall apply Available Funds in the manner described in Section 5(h) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amountpriority: (i) first, to the Senior 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 of Underlying Securities so redeemed, prepaid or liquidated plus accrued and unpaid interest on the amount of Class A-1 Certificates so redeemed; (other than iii) third, to the Principal Only 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 7.70% per annum, assuming no delinquencies, deferrals, redemptions or prepayments on the Underlying Securities; and (iv) on a fourth, any remainder to the holders of the Class A-1 Certificates and the Class A-2 Certificates pro rata basis based on Accrued Certificate Interest payable on such 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 respect the ratio of the Class A-1 Allocation to such Distribution Date, Accrued Certificate Interest on such Classes the Class A-2 Allocation. (e) Unless otherwise instructed by holders of Certificates representing a majority of the Voting Rights, thirty (or Subclasses30) 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 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 Warrant Holder pursuant to Section 7 and the Warrant Agent Agreement. (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 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 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 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 shortfall. (h) If a payment with respect to the Class A-V CertificatesUnderlying 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 cessation 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 Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Special Distribution Date except shall be one Business Day prior to the day on which the related payment was received with respect to the Underlying Securities. (i) Notwithstanding Section 3.12 of the Standard Terms, if the Underlying Securities Issuer ceases to file periodic reports as provided required under the Exchange Act, the Depositor shall within a reasonable time instruct the Trustee to (i) 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 last paragraph notice (which shall be not less than ten Business Days after the date of this Section 4.02(asuch notice) (the "Senior Interest Distribution Amount"); and and (ii) (Xto 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-P CertificatesA-2 Allocation; provided, however, the Depositor shall not instruct the Trustee to sell the Underlying Securities (or provide a 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) On any date on which Underlying Securities are redeemed, prepaid or liquidated for any reason, the aggregate outstanding notional amount of the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); andA-2 Certificates shall be reduced by an amount equal to the principal amount of the Underlying Securities so redeemed, prepaid or liquidated, the reduction to be allocated pro rata among all Class A-2 Certificates.

Distributions. (aA) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee) shall allocate and distribute the Available Distribution Amount to the extent on deposit in the Certificate Account for such date to the interests issued in respect of REMIC I and REMIC II, as specified in this Section. (1) On each Distribution Date, the REMIC I Distribution Amount shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests in the amounts and with the priorities set forth in the definition thereof. (2) On each Distribution Date, the REMIC II Distribution Amount shall be deemed to have been distributed by REMIC II to the Certificateholders (other than the Class R-I, Class R-II and Class P Certificateholders) on account of the REMIC II Regular Interests represented thereby and the Class R-II Certificateholders in the amounts and with the priorities set forth in the definition thereof. (3) Notwithstanding the distributions described in this Section 4.02(b), distribution of funds from the Certificate Account shall be made only in accordance with Section 4.02(c). (C) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts), in the following order of priority (subject to the provisions of Section 4.02(b) set forth below), in each case to the extent of the Available Distribution Amount:Amount on deposit in the Certificate Account (except, with respect to clause (x)(B) below, to the extent of Prepayment Charges on deposit in the Certificate Account). (iI) from the Available Distribution Amount, to the Senior Class A Certificates (other than and the Principal Only Certificates) Class X-IO Component, on a pro rata basis based on the Accrued Certificate Interest payable on such Classes of Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a4.02(c) (the "Senior Interest Distribution Amount"); provided, however, that amounts distributable to the Class X-IO Component in respect of Accrued Certificate Interest will be reduced to the extent necessary to offset Net Deferred Interest in accordance with Section 4.02(j). (II) to the Senior Certificates, in the priorities and amounts set forth in Section 4.02(d), the sum of the following (applied to reduce the Certificate Principal Balances of such Senior Certificates, as applicable): (A) the related Senior Percentage for such Distribution Date times the sum of the following: (1) the principal portion of each Monthly Payment due during the related Due Period on each Outstanding Mortgage Loan, whether or not received on or prior to the related Determination Date; (2) except to the extent applied to offset Deferred Interest on any Distribution Date, the Stated Principal Balance of any Mortgage Loan repurchased during the preceding calendar month (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04 during the preceding calendar month; and (3) except to the extent applied to offset Deferred Interest on any Distribution Date, the principal portion of all other unscheduled collections (other than Principal Prepayments in Full and Curtailments and amounts received in connection with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section 4.02(c)(ii)(B) of this Series Supplement, including without limitation any related Insurance Proceeds, Liquidation Proceeds and REO Proceeds), including Subsequent Recoveries, received during the preceding calendar month (or deemed to have been so received in accordance with Section 3.07(b)) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms; (B) except to the extent applied to offset Deferred Interest on any Distribution Date, with respect to each Mortgage Loan for which a Cash Liquidation or a REO Disposition occurred during the preceding calendar month (or was deemed to have occurred during such period in accordance with Section 3.07(b)), an amount equal to the lesser of (a) the related Senior Percentage for such Distribution Date times the Stated Principal Balance of such Mortgage Loan and (b) the related Senior Accelerated Distribution Percentage for such Distribution Date times the related unscheduled collections (including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms; (C) the related Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month not applied to offset Deferred Interest on any Distribution Date; (D) any amounts described in subsection (ii), clauses (A), (B) and (C) of this Section 4.02(c), as determined for any previous Distribution Date, which remain unpaid after application of amounts previously distributed pursuant to this clause (D) to the extent that such amounts are not attributable to Realized Losses which have been allocated to the Subordinate Certificates; (E) amounts required to be distributed to the Holders of the Class A Certificates, as applicable, pursuant to Section 4.02(g);minus (F) the Capitalization Reimbursement Amount for such Distribution Date multiplied by a fraction, the numerator of which is the Senior Principal Distribution Amount, without giving effect to this clause (F), and the denominator of which is the sum of the principal distribution amounts for all Classes of Certificates derived from the related Available Distribution Amount without giving effect to any reductions for the Capitalization Reimbursement Amount; (III) if the Certificate Principal Balances of the Subordinate Certificates have not been reduced to zero, to the Master Servicer or a Sub-Servicer, by remitting for deposit to the Custodial Account, to the extent of and in reimbursement for any Advances or Sub-Servicer Advances previously made with respect to any Mortgage Loan or REO Property which remain unreimbursed in whole or in part following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property; (IV) to the Holders of the Class M-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (V) to the Holders of the Class M-1 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class M-1 Certificates; (VI) to the Holders of the Class M-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (VII) to the Holders of the Class M-2 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class M-2 Certificates; (VIII) to the Holders of the Class M-3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (IX) to the Holders of the Class M-3 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class M-3 Certificates; (X) to the Holders of the Class A-P B-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (XI) to the Holders of the Class A-P B-1 Certificates, an amount equal to the Subordinate Principal Distribution Amount d for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class B-1 Certificates; (XII) to the Holders of the Class B-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as defined provided below; (XIII) to the Holders of the Class B-2 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class B-2 Certificates; (XIV) to the Holders of the Class B-3 Certificates, an amount equal to the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (XV) to the Holders of the Class B-3 Certificates, an amount equal to the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class B-3 Certificates; (XVI) to the Senior Certificates, in the priority set forth in Section 4.02(b)(i4.02(d) herein)of this Series Supplement, the portion, if any, of the Available Distribution Amount remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to each Class of Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the Available Distribution Amount remaining after the Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Subordinate Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Subordinate Certificates; and (XVII) to the Class R-I Certificateholders, the balance, if any, of the Available Distribution Amount. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the Subordinate Certificates are no longer outstanding, the Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that (1) a shortfall in the amounts available to pay Accrued Certificate Interest on any Class of Certificates results from an interest rate reduction in connection with a Servicing Modification, or (2) such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to the failure of the Master Servicer to make any required Advance, or the determination by the Master Servicer that any proposed Advance would be a Nonrecoverable Advance with respect to the related Mortgage Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed to the Certificateholders. (D) Distributions of principal on the Senior Certificates on each Distribution Date will be made as follows: (I) the Senior Principal Distribution Amount shall be distributed as follows: (A) first, to the Class R-I and Class R-II 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, and (B) second, to the Class A Certificates and the Class X-PO Component, on a pro rata basis in accordance with their respective Certificate Principal Balances, until the Certificate Principal Balances thereof have been reduced to zero. (E) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such funds into the Custodial Account pursuant to Section 3.07(b)(iii). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Subordinate Certificates with the Highest Priority to which Realized Losses have been allocated, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. The amount of any remaining Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Lower Priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. Any remaining Subsequent Recoveries will in turn be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Lower Priority up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05, and so on. Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest. (F) On any Distribution Date, the Certificates will be entitled to receive 100% of the prepayments on the Mortgage Loans that has been fully paid, which amount shall be allocated, pro rata, between those Certificates based on the aggregate Certificate Principal Balance of the Certificates. Such amounts allocated to the Certificates shall be treated as part of the related Available Distribution Amount and distributed as part of the related Senior Principal Distribution Amount in accordance with the priorities set forth in 4.02(d) above, in reduction of such Certificate Principal Balances. Notwithstanding the foregoing, remaining Certificates will not be entitled to receive prepayments on the Mortgage Loans that has been fully paid if the following two conditions are satisfied: (1) the Subordinate Percentage for such Distribution Date, weighted on the basis of the Stated Principal Balances of the Mortgage Loans, is at least two times the weighted average of the initial Subordinate Percentage, calculated on that basis and (2) the outstanding principal balance of the Mortgage Loans delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal Balance of the Class M Certificates and Class B Certificates, is less than 50%. (G) Each distribution with respect to a Book-Entr

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute first to the Master Trustee, payment for any servicing transfer expenses reimbursable to the Trustee pursuant to Section 7.02(a), and that have not been paid or reimbursed to the Trustee by the Servicer, second to the Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below, and third to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 Trustee or the Paying Agent, as the case may be, or (2) or, if such Certificateholder has not so notified the Master Servicer Trustee 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Class PO Certificates, and prior to the Credit Support Depletion Date, the Accrual Certificates to the extent of the Accrual Distribution Amount) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"), in each case in respect of interest on such Class; and (ii) (X) to the Class A-P PO Certificates, the Class A-P PO Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to based solely on information provided by the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, shall distribute the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Interest Only Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Interest Only Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the related Available Distribution Amount: (i) to the related Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Interest Only Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the related "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P PO Certificates, the Class A-P PO Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Class A-P Certificates) ), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date Date, except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (XW) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balance of such Senior Certificates); and;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) Class A-P Certificates and on and prior to the Accretion Termination Date, the Accrual Certificates to the extent of Accrual Distribution Amount), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (XW) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balance of such Senior Certificates); and;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Class A-P Certificates) ), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution DateDate (provided that for the purpose of this Section 4.02(a)(i) the Available Funds Cap for the Class A-4 Certificates shall be 6.00%), plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balance of such Senior Certificates); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute first to MBIA the Insurance Premium, second to the Master Trustee, payment for any servicing transfer expenses reimbursable to the Trustee pursuant to Section 7.02(a), and that have not been paid or reimbursed to the Trustee by the Servicer, third to the Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below, and fourth to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 Trustee or the Paying Agent, as the case may be, or (2) or, if such Certificateholder has not so notified the Master Servicer Trustee 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to except as otherwise provided in Section 4.02(a)(i) below to each Holder of a Subclass thereof4.10 hereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Class PO Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (plus, to any Insured Certificate, any Insured Reserve Withdrawal pursuant to Section 4.08, and any amounts paid under the "Senior Interest Distribution Amount")MBIA Policy pursuant to Section 11.02, in each case in respect of interest on such Class; and (ii) (X) to the Class A-P PO Certificates, the Class A-P PO Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On Except as otherwise provided in Sections 3(c), 5(c), 5(d) and 5(i) on each applicable Distribution Date (x) the Master Servicer on behalf of or such later date as specified in Section 9(f)), the Trustee or shall apply Available Funds in the Certificate Account as follows: (yi) The Trustee will pay the Paying Agent appointed by interest portion of Available Funds: (1) first, to the Trustee, shall distribute 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 Master Servicer, in holders of the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed Class A-1 Certificates and to the Master Servicer or a Sub-Servicer pursuant holders of the Class A-2 Certificates, interest accrued and unpaid on each such Class, pro rata in proportion to Section 4.02(a)(iiitheir entitlements thereto. (ii) below, and to each Certificateholder the Trustee will pay the principal portion of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either Available Funds: (1) in immediately available funds (by wire transfer or otherwise) first, 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 AgentTrustee, as reimbursement for any remaining Extraordinary Trust Expenses incurred by the case may be, or Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (2) if such Certificateholder has not so notified second, to 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 (A) with respect to each Class of Certificates (other than any Subclass holders of the Class A-V A-1 Certificates), the Certificate Principal Balance 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 based on remitted by the aggregate 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 cessation of the Percentage Interests represented Underlying Securities Issuer to file periodic reports as required by Certificates of the applicable Class held by such Holder Exchange Act or (Bat their maturity, the Trustee shall apply Available Funds in the manner described in Section 5(h) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amountpriority: (i) first, to the Senior 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 of Underlying Securities so redeemed, prepaid or liquidated plus accrued and unpaid interest on the amount of Class A-1 Certificates so redeemed; (other than iii) third, to the Principal Only 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 8.00% per annum, assuming no delinquencies, deferrals, redemptions or prepayments on the Underlying Securities; and (iv) on a fourth, any remainder to the holders of the Class A-1 Certificates and the Class A-2 Certificates pro rata basis based on Accrued Certificate Interest payable on such 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 respect the ratio of the Class A-1 Allocation to such Distribution Date, Accrued Certificate Interest on such Classes the Class A-2 Allocation. (e) Unless otherwise instructed by holders of Certificates representing a majority of the Voting Rights, thirty (or Subclasses30) 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 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 Warrant Holder pursuant to Section 7 and the Warrant Agent Agreement. (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 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 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 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 shortfall. (h) If a payment with respect to the Class A-V CertificatesUnderlying 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 cessation 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 Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Special Distribution Date except shall be one Business Day prior to the day on which the related payment was received with respect to the Underlying Securities. (i) Notwithstanding Section 3.12 of the Standard Terms, if the Underlying Securities Issuer ceases to file periodic reports as provided required under the Exchange Act, the Depositor shall within a reasonable time instruct the Trustee to (i) 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 last paragraph notice (which shall be not less than ten Business Days after the date of this Section 4.02(asuch notice) (the "Senior Interest Distribution Amount"); and and (ii) (Xto 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-P CertificatesA-2 Allocation; provided, however, the Depositor shall not instruct the Trustee to sell the Underlying Securities (or provide a 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) On any date on which Underlying Securities are redeemed, prepaid or liquidated for any reason, the aggregate outstanding notional amount of the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); andA-2 Certificates shall be reduced by an amount equal to the principal amount of the Underlying Securities so redeemed, prepaid or liquidated, the reduction to be allocated pro rata among all Class A-2 Certificates.

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute first to the Master Trustee, payment for any servicing transfer expenses reimbursable to the Trustee pursuant to Section 7.02(a), and that have not been paid or reimbursed to the Trustee by the Servicer, second to the Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below, and third to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 Trustee or the Paying Agent, as the case may be, or (2) or, if such Certificateholder has not so notified the Master Servicer Trustee 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, Register such Certificateholder's ’s share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount:Amount (net of the amounts payable above): (i) to the Senior Certificates (other than the Principal Only Class PO Certificates) ), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"), in each case in respect of interest on such Class; andand -73- Pooling and Servicing Agreement (ii) (X) to the Class A-P PO Certificates, the Class A-P PO Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date Date, (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on the Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates, and prior to the Accretion Termination Date, the Accrual Certificates, to the extent of the Accrual Distribution Amount) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On Except as otherwise provided in Section 3(c), on each applicable Distribution Date (x) the Master Servicer on behalf of Date, the Trustee or shall apply Available Funds in the Certificate Account as follows: (yi) The Trustee will pay the Paying Agent appointed by interest portion of Available Funds (subject to Section 5(c) and Section 5(d) below): (1) first, to the Trustee, shall distribute 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 Master Servicer, in holders of the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed Class A-1 Certificates and to the Master Servicer or a Sub-Servicer pursuant holders of the Class A-2 Certificates, interest accrued and unpaid on each such Class pro rata in proportion to Section 4.02(a)(iiitheir entitlements thereto. (ii) below, and to each Certificateholder the Trustee will pay the principal portion of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either Available Funds: (1) in immediately available funds (by wire transfer or otherwise) first, 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 AgentTrustee, as reimbursement for any remaining Extraordinary Trust Expenses incurred by the case may be, or Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (2) if such Certificateholder has not so notified second, to 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 (A) with respect to each Class of Certificates (other than any Subclass holders of the Class A-V A-1 Certificates), shall be based on the aggregate Certificate Principal Amount. (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 cessation of the Percentage Interests represented Underlying Securities Issuer to file periodic reports as required by Certificates of the applicable Class held by such Holder Exchange Act, or (Bat their maturity, the Trustee shall apply Available Funds in the manner described in Section 5(h) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amountpriority: (i) first, to the Senior 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 thereof plus accrued and unpaid interest thereon; (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 7.75% per annum, assuming no delinquencies, deferrals, redemptions or prepayments on the Underlying Securities; and (other than iv) fourth, any remainder to the Principal Only Certificates) on a holders of the Class A-1 Certificates and the Class A-2 Certificates pro rata basis based on Accrued Certificate Interest payable on such 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 respect the ratio of the Class A-1 Allocation to such Distribution Date, Accrued Certificate Interest on such Classes the Class A-2 Allocation. (e) Unless otherwise instructed by holders of Certificates representing a majority of the Voting Rights, thirty (or Subclasses30) 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 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. 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 will be deemed to reduce the principal amount of 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 shortfall. (h) If a payment with respect to the Class A-V CertificatesUnderlying Securities is made to the Trustee (i) for after the payment date of the Underlying Securities on which such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and payment was due or (ii) after the Underlying Securities are redeemed, prepaid or liquidated in whole or in part for any reason (Xincluding a Special Event) other than due to the occurrence of an 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 the day on which the related payment was received from the Underlying Securities. (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 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-P CertificatesA-2 Allocation; provided, however, the Class A-P Principal Distribution Amount Depositor shall not instruct the Trustee to distribute or sell the Underlying Securities pursuant to this clause unless the Underlying Securities Issuer has either (as defined x) stated in Section 4.02(b)(iwriting that it intends permanently to cease filing reports required under the Exchange Act or (y) herein); andfailed to file any required reports for one full calendar year.

Distributions. (a) On each Distribution Date (x) Other than upon and during the Master Servicer on behalf continuance of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case an Event of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount:Default, (i) the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Senior Certificates Collateral or any part thereof for any purpose; provided, however, that the Pledgor will not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Collateral or any part thereof or on the rights of the Pledgee therein. (ii) to the extent consistent with Section 6(h), the Pledgor shall be entitled to receive and retain any and all distributions paid in respect of the Pledged Securities; provided, however, that any and all (A) distributions paid or payable other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with in cash in respect to such Distribution Dateof, Accrued Certificate Interest on such Classes of Certificates (and Instruments, Financial Assets and other property received, receivable or Subclassesotherwise distributed in respect of, if anyor in exchange for, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount")Collateral; and (iiB) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be forthwith delivered to the Pledgee to hold as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Pledgee as Collateral in the same form as so received (Xwith any necessary endorsement) to the Class A-P Certificatesextent the Collateral is less than the Required Account Value. (b) The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (a)(i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (a)(ii) above. (c) Upon and during the continuance of an Event of Default, all of the Class A-P Principal Distribution Amount rights of the Pledgor pursuant to the preceding paragraphs (a) and (b) shall automatically cease, and the Pledgee shall have the exclusive right to exercise any such rights and to receive and retain any and all distributions and cash as defined provided in Section 4.02(b)(i) herein); andsaid paragraphs.

Distributions. (a) On each Distribution Date the (x) Paying Agent appointed by the Trustee shall distribute to the Certificate Insurer the Insurance Premium and, in the case of a distribution pursuant to Section 4.02(a)(xvi) below, the amount required to be distributed to the Certificate Insurer pursuant to Section 4.02(a)(xvi) below and (y) (i) the Master Servicer on behalf of the Trustee or (yii) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Sub Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution AmountAmount together with, as to the Insured Certificates, any Reserve Fund Withdrawal pursuant to Section 4.11 of this Series Supplement, any Insured Payment pursuant to Section 12.02 of this Series Supplement and any Rounding Account withdrawal pursuant to Section 4.09 of this Series Supplement: (i) to the Senior Certificates (other than the Principal Only Class A-P Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date Date, (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute (I) to the Master ServicerServicer or a sub-servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Subsub-Servicer servicer pursuant to Section 4.02(a)(iii) below, and (II) to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefortherefore, if such Certificateholder has so notified the Master Servicer or the Paying Agent, as the case may be, or (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on the Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date Date, except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and; (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein), until the Certificate Principal Balance of the Class A-P Certificates has been reduced to zero; and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) , and, on or prior to the Accretion Termination Date, the Accrual Certificates to the extent described in the definition of the Accrual Distribution Amount), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute first to the Master Trustee, payment for any servicing transfer expenses reimbursable to the Trustee pursuant to Section 7.02(a), and that have not been paid or reimbursed to the Trustee by the Servicer, second to the Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below, and third to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 Trustee or the Paying Agent, as the case may be, or (2) or, if such Certificateholder has not so notified the Master Servicer Trustee 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Class PO Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"), in each case in respect of interest on such Class; and (ii) (X) to the Class A-P PO Certificates, the Class A-P PO Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Class A-P Certificates) ), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution DateDate (provided that for the purpose of this Section 4.02(a)(i) the Available Funds Cap shall be 5.50%), plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balance of such Senior Certificates); and

Distributions. (a) On each Distribution Date Date, the amount received by REMIC I pursuant to Section 10.04(a) shall be deemed distributed from REMIC I to REMIC II as the holder of the REMIC I Regular interests in the amounts and in accordance with Section 10.02(b) through (x) the Master Servicer on behalf of c). On each Distribution Date, the Trustee or (y) the Paying Agent appointed by the Trustee shall distribute in accordance with the Remittance Report first, to the Trustee, shall distribute payment for any servicing transfer expenses reimbursable to the Master Trustee pursuant to Section 7.02(a) and that have not been paid or reimbursed to the Trustee by the Servicer, allocated in reduction of the Available Distribution Amounts pro rata, based upon the aggregate Stated Principal Balances of each Loan Group, second, to the Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below, and third, to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 Trustee or the Paying Agent, as the case may be, or (2) or, if such Certificateholder has not so notified the Master Servicer Trustee 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, Register for such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereofHolder) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the related Available Distribution Amount:Amount (net of the amounts payable above): (i) (I) from the Available Distribution Amount related to the Senior Certificates (other than Group 1 Loans, to the Principal Only Holders of the Class R and Class 1-A Certificates) , on a pro rata basis based on Accrued Certificate Interest payable on such Classes of Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); andeach case in respect of interest on such Classes;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution AmountAmount remaining: (i) to the Senior Certificates (other than the Principal Only Class A-P Certificates) ), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein)Amount; and

Distributions. (a) On Except as otherwise provided in Sections 3(c), 5(c), 5(d) and 5(i), on each applicable Distribution Date (x) the Master Servicer on behalf of or such later date as specified in Section 9(f)), the Trustee or shall apply Available Funds in the Certificate Account as follows: (yi) The Trustee will pay the Paying Agent appointed by interest portion of Available Funds: (1) first, to the Trustee, shall distribute 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 (2) second, to the Master Servicerholders of the Class A-1 Certificates, in accrued interest at the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) belowapplicable Class A-1 Rate, and to each Certificateholder the holders of record on the next preceding Record Date Class A-2 Certificates, accrued interest at the Class A-2 Rate, pro rata in proportion to their entitlements thereto. (other than as provided in Section 9.01 respecting ii) the final distribution), either Trustee will pay the principal portion of Available Funds: (1) in immediately available funds (by wire transfer or otherwise) first, 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 AgentTrustee, as reimbursement for any remaining Extraordinary Trust Expenses incurred by the case may be, or Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (2) if such Certificateholder has second, to the holders of the Class A-1 Certificates, the Certificate Principal Balance of the Class A-1 Certificates (the Class A-2 Certificates are not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed entitled to such Certificateholder at the address distributions of such Holder appearing principal). (iii) any Available Funds remaining in the Certificate RegisterAccount after the payments set forth in clauses 5(a)(i) and 5(a)(ii) above shall be paid to the Trustee as reasonable compensation for services rendered to the Depositor, such Certificateholder's share up to $1,000. (which share (Aiv) with respect the Trustee will pay any Available Funds remaining in the Certificate Account after the distributions in clauses 5(a)(i) through 5(a)(iii) above to each Class of Certificates (other than any Subclass the holders of the Class A-V A-1 Certificates and Class A-2 Certificates pro rata in proportion to the interest rate on each such class of 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 tender offer, 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 based on remitted by the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal Trustee to the amount Depositor. (b) [Reserved]. (c) Notwithstanding the foregoing, if anythe 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, an SEC Reporting Failure, or the Final Scheduled Distribution Date, the Trustee shall apply Available Funds in the manner described in Section 5(h) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amountpriority: (i) first, to the Senior 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 of Underlying Securities so redeemed, prepaid or liquidated plus accrued and unpaid interest on the amount of Class A-1 Certificates redeemed in connection with such principal payment; (other than iii) third, to the Principal Only holders of the Class A-2 Certificates, an amount not to exceed 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 equal to the then applicable Class A-1 Rate, assuming no delinquencies, deferrals, redemptions or prepayments on the Underlying Securities; (iv) on a fourth, to the Trustee, as reasonable compensation for services rendered to the Depositor, any remainder up to $1,000; and (v) fifth, any remainder to the holders of the Class A-1 Certificates and the Class A-2 Certificates pro rata basis based on Accrued Certificate Interest payable on such 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 Event of Default, the Trustee shall distribute Available Funds to the holders of the Class A-1 Certificates and the holders of the Class A-2 Certificates in accordance with respect the ratio of the Class A-1 Allocation to such Distribution Date, Accrued Certificate Interest on such Classes the Class A-2 Allocation. (e) Unless otherwise instructed by holders of Certificates representing a majority of the Voting Rights, thirty (or Subclasses30) 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, 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 Warrant Holder pursuant to Section 7 and the Warrant Agent Agreement. (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 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 amounts of the Class A-2 Certificates shall be reduced, pro rata among all Class A-2 Certificateholders, by an amount equal to the 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 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 shortfall. (h) If a payment with respect to the Class A-V CertificatesUnderlying Securities is made to the Trustee (i) after the payment date of the Underlying Securities on which such payment was due or (ii) 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, an SEC Reporting Failure or at their maturity, the Trustee will distribute any such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided amounts received in accordance with the last paragraph provisions of this Section 4.02(a5 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 one Business Day prior to the day on which the related payment was received with respect to the Underlying Securities. (i) Notwithstanding Section 3.12 of the "Senior Interest Distribution Amount")Standard Terms, upon the occurrence of an SEC Reporting Failure, the Depositor shall instruct the Trustee within a reasonable time to (i) 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; andand 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, as determined by the Calculation Agent. (j) 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 principal amount of the Underlying Securities so redeemed, prepaid or liquidated, the reduction for the Class A-2 Certificates to be allocated pro rata among all Class A-2 Certificates. (i) Certificateholders in the Underlying Securities to be distributed shall be determined based on the then unpaid Certificate Principal Balances of their Class A-1 Certificates and the pro rata share of each of the Class A-2 Certificateholders in the Underlying Securities to be distributed shall be determined based on the then outstanding notional amounts of their respective Certificates. (ii) Within five Business Days (Xor such longer period as shall be acceptable to the Trustee) of receipt of notice of an Event of Default or any other liquidation of the Underlying Securities by the Trustee, any Class A-2 Certificateholder may direct the Trustee to distribute all or a portion of such Class A-2 Certificateholder's pro rata share (as determined by the Calculation Agent in accordance with this Section 5(k)) of the Underlying Securities to it, in lieu of any proceeds received upon liquidation of the Underlying Securities. Upon the occurrence of an Event of Default, each Class A-2 Certificateholder's pro rata share of the Underlying Securities shall be determined by allocating the principal amount of the Underlying Securities to the Class A-P Certificates, A-1 Certificateholders and the Class A-P Principal Distribution Amount (as defined A-2 Certificateholders in Section 4.02(b)(i) herein); andaccordance with the ratio of the Class A-1 Allocation to the Class A-2

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to based solely on information provided by the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, shall distribute the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Interest Only Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Interest Only Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the related Available Distribution Amount: (i) to the related Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Interest Only Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the related "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P I-PO Certificates, the Class A-P I-PO Principal Distribution Amount (as defined in Section 4.02(b)(i) herein) and to the Class A-PO Certificates, the Class A-PO Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution AmountAmount remaining: (i) to the Senior Certificates (other than the Principal Only Class A-P Certificates) ), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balances of such Senior Certificates); and

Distributions. (a) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee) shall allocate and distribute the Available Distribution Amount, if any, for such date to the interests issued in respect of REMIC I and REMIC II as specified in this Section. (1) On each Distribution Date, the REMIC I Distribution Amount shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests and to the Holders of the Class R-I Certificates in the amounts and with the priorities set forth in the definition thereof. (2) Notwithstanding the distributions described in this Section 4.02(b), distribution of funds from the Certificate Account shall be made only in accordance with Section 4.02(c). (c) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts), in the following order of priority (subject to the provisions of Section 4.02(b) below)priority, in each case to the extent of the Available Distribution Amount:Amount on deposit in the Certificate Account (except, with respect to clauses (iii) through (x) below, to the extent of the remaining Available Distribution Amount plus the remaining Yield Maintenance Agreement Payment available for that purpose or, with respect to clause (x)(B) below, to the extent of prepayment charges on deposit in the Certificate Account): (i) to the Senior Certificates (other than Class A Certificateholders, the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such the Class A Certificates with respect to such Distribution Date, Accrued Certificate Interest on 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 Classes of Certificates Distribution Date; (or Subclassesii) to the Class M Certificateholders, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the Accrued Certificate Interest payable on the Class M Certificates with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon related amounts accrued pursuant to this clause (ii) but remaining unpaid from any previous prior Distribution Date except Date, sequentially, to the Class M-1 Certificateholders, Class M-2 Certificateholders, Class M-3 Certificateholders, Class M-4 Certificateholders, Class M-5 Certificateholders, Class M-6 Certificateholders, Class M-7 Certificateholders, Class M-8 Certificateholders and Class M-9 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 provided follows, to be applied to reduce the Certificate Principal Balance of the applicable Certificates in each case to the last paragraph extent of this Section 4.02(a) (the "Senior Interest 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 and Class A-3 Certificateholders, in that order, in each case until the aggregate Certificate Principal Balance thereof is reduced to zero; (B) second, to the Class M-1 Certificateholders, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (C) third, to the Class M-2 Certificateholders, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) fourth, to the Class M-3 Certificateholders, the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero; (E) fifth, 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; (F) sixth, 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; (G) seventh, 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; (H) eighth, 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; (I) ninth, 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; and (iiJ) tenth, 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; (Xv) to the Class AA Certificateholders and Class M Certificateholder, 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 and Class M Certificateholders, the amount of any Prepayment Interest Shortfalls previously allocated thereto remaining unpaid from prior Distribution Dates together with interest thereon at the Pass-P Through Rate, on a pro rata basis based on unpaid Prepayment Interest Shortfalls previously allocated thereto; (vii) first, 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, sequentially, to the Class M-1, Class M-2, Class M-3, Cla▇▇ ▇-▇, ▇▇▇▇▇ M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificateholders, in that order, the related Basis Risk Shortfall, as applicable, for such Class and that Distribution Date; (viii) to the Class A Certificateholders and Class M 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-1, Class M-2, Class M-3, Class ▇-▇, ▇▇▇▇▇ M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificateholders, in that order, the principal portion of any Realized Losses previously allocated to such Class and remaining unreimbursed; (x) 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 Interest thereon, (II) the amount of any Overcollateralization Reduction Amount for such Distribution Date, (III) the amount of any Yield Maintenance Agreement Shortfall Amount for such Distribution Date, (IV) the amount of any Yield Maintenance Agreement Shortfall Carry-Forward Amount for such Distribution Date and (V) for any Distribution Date after the Certificate Principal Balance of each Class of Class A Certificates and Class M Certificates has been reduced to zero, the Overcollateralization Amount and (B) from prepayment charges on deposit in the Certificate Account, any prepayment charges received on the Mortgage Loans during the related Prepayment Period; and (xi) to the Class AR-P II Certificateholders, the balance, if any, of the Excess Cash Flow. (d) Notwithstanding the foregoing clause (c), upon the reduction of the Certificate Principal Distribution Amount Balance of a Class of Class A Certificates or Class M 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 defined 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 indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners 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 4.02(b)(i9.01, if the Master Servicer anticipates that a final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Master Servicer shall, no later than the Determination Date in the month of such final distribution, notify the Trustee and the Trustee shall, no later than two (2) hereinBusiness Days after such Determination Date, mail on such date 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); and.

Distributions. (a) On Except as otherwise provided in Sections 3(c), 5(c), 5(d) and 5(i), on each applicable Distribution Date (or such later date as specified in Section 9(f)), the Trustee shall apply Available Funds in the Certificate Account as follows: (i) The Trustee will pay the interest portion of Available Funds: (1) on each Distribution Date occurring on or prior to the Distribution Date in August 2042: (xA) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by first, to the Trustee, shall distribute reimbursement for any extraordinary expenses incurred by the Trustee pursuant to the Master Servicerinstructions of all of the certificateholders; and (B) second, to the holders of the Class A-1 Certificates and the holders of the Class A-2A Certificates, interest accrued and unpaid on each such class, pro rata in proportion to their entitlements thereto. (2) on each Distribution Date occurring after the Distribution Date in August 2042: (A) first, to the Trustee, reimbursement for any extraordinary expenses incurred by the Trustee pursuant to the instructions of all of the certificateholders; and (B) second, to the holders of the Class A-1 Certificates and the holders of the Class A-2B 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; and (2) second, to the holders of the Class A-1 Certificates, the Certificate Principal Balance of the Class A-1 Certificates (the Class A-2 Certificates are not entitled to distributions of principal). (iii) any Available Funds remaining in the case Certificate Account after the payments set forth in clauses 5(a)(i) and 5(a)(ii) above shall be paid to the Trustee as reasonable compensation for services rendered to the Depositor, up to $1,000. (iv) the Trustee will pay any Available Funds remaining in the Certificate Account after the distributions in clauses 5(a)(i) through 5(a)(iii) above to the holders of a distribution pursuant the Class A-1 Certificates and Class A-2 Certificates pro rata in proportion to Section 4.02(a)(iii) belowtheir original Certificate Principal Balances or notional amount, the as applicable; provided that any amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) belowClass A-2 Certificates shall be distributed as between the Class A-2A Certificates and the Class A-2B Certificates, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 pro rata in the Certificate Register, such Certificateholder's share (which share (A) with respect to each Class proportion of Certificates (other than any Subclass the ratio of the Class A-V Certificates)A-2A Allocation to the Class A-2B Allocation. 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 based on remitted by the aggregate Trustee to the Depositor. (b) [Reserved]. (c) Notwithstanding the foregoing, if the Underlying Securities are redeemed (including as a result of an optional redemption), 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 cessation of the Percentage Interests represented Underlying Securities Issuer to file periodic reports as required by Certificates of the applicable Class held by such Holder Exchange Act or (Bat their maturity, the Trustee shall apply Available Funds in the manner described in Section 5(h) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amountpriority: (i) first, to the Senior 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 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, an amount not to exceed 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 6.25% per annum, assuming no delinquencies, deferrals, redemptions or prepayments on the Underlying Securities, which amount shall be distributed, as between the Class A-2A Certificates and the Class A-2B Certificates, pro rata in the proportion of the ratio of the Class A-2A Allocation to the Class A-2B Allocation; (iv) fourth, to the Trustee, as reasonable compensation for services rendered to the Depositor, any remainder up to $1,000; and (v) fifth, 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 that any amount to be distributed to the Class A-2 Certificates shall be distributed as between the Class A-2A Certificates and the Class A-2B Certificates, pro rata in the proportion of the ratio of the Class A-2A Allocation to the Class A-2B 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 and the distribution to the Class A-2 Certificates shall further be determined as between the Class A-2A Certificates and the Class A-2B Certificates, pro rata in the proportion of the ratio of the Class A-2A Allocation to the Class A-2B 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 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 Warrant Holder pursuant to Section 7 and the Warrant Agent Agreement. (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 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 Only Balance of the Class A-1 Certificates on a dollar-for-dollar basis. The outstanding notional amounts of the Class A-2A Certificates and Class A-2B Certificates shall be reduced, pro rata among all Class A-2A Certificateholders and Class A-2B Certificateholders, by an amount equal to the 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 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 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) 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 cessation 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 one Business Day prior to the day on which the related payment was received with respect to the Underlying Securities. (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) 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, as determined by the Calculation Agent; provided, however, the Depositor shall not instruct the Trustee to sell the Underlying Securities (or provide a 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; provided, further, however, that any amount distributable to the Class A-2 Certificateholders in accordance with this Section shall be allocated as between the Class A-2A Certificates and the Class A-2B Certificates) , on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Datebasis, Accrued Certificate Interest on such Classes in the proportion of Certificates (or Subclasses, if any, with respect the ratio of the Class A-2A Allocation to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); andA-2B Allocation. (iij) (X) 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 Class A-P Certificatesprincipal amount of the Underlying Securities so redeemed, prepaid or liquidated, the reduction to be allocated pro rata among all Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); andA-2 Certificates.

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute distribute, to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, below and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates and prior to the Accretion Termination Date, the Accrual Companion Certificates, to the extent of the Accrual Distribution Amount) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. Interest and principal on the Certificates will be distributed by the Securities Administrator monthly on each Distribution Date, commencing in April 2007, as instructed by the Master Servicer, in an aggregate amount equal to the sum of the Available Distribution Amount for such Distribution Date. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) belowDate, the Securities Administrator shall apply an amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, Available Distribution Amount in the following order of priority priority: (subject i) concurrently (A) solely from the Available Distribution Amount with respect to Mortgage Group One, to the provisions Holders of Section 4.02(bthe Group I Certificates, all amounts distributable pursuant to (b)(i)(A) through (C) and (B) solely from the Available Distribution Amount with respect to Mortgage Group Two, to the Holders of the Group II Certificates, all amounts distributable pursuant to (b)(i)(C) through (M) below); (ii) the balance, in each case to the extent if any, of the Available Distribution Amount shall be distributed (A) solely from amounts received with respect to Subgroup 1 (in accordance with the maximum amounts distributable in accordance with this clause (A)) to the Subgroup 1 Certificateholders in the amounts distributable pursuant to (b)(ii)(A) below, up to the Non-PO Subgroup 1 Optimal Principal Amount, (B) solely from amounts received with respect to Subgroup 2 (in accordance with the maximum amounts distributable in accordance with this clause (B)) to the Subgroup 2 Certificateholders in the amounts distributable pursuant to (b)(ii)(B) below, up to the Non-PO Subgroup 2 Optimal Principal Amount, (C) solely from amounts received with respect to Subgroup 3 (in accordance with the maximum amounts distributable in accordance with this clause (C)) to the Subgroup 3 Certificateholders in the amounts distributable pursuant to (b)(ii)(C) below, up to the Non-PO Subgroup 3 Optimal Principal Amount and (D) solely from amounts received with respect to Subgroup 4 (in accordance with the maximum amounts distributable in accordance with this clause (D)) to the Subgroup 4 Certificateholders in the amounts distributable pursuant to (b)(ii)(D) below, up to the Non-PO Subgroup 4 Optimal Principal Amount; (iii) subject to subsection (b) below, to the Class M Certificateholders, the balance, if any, of the Available Distribution Amount after making the distributions provided for in paragraphs (i) and (ii) above, in accordance with, and up to the amount calculated pursuant to, Section 6.01(c) below; (iv) subject to subsection (b) below, to the Class B Certificateholders, the balance, if any, of the Available Distribution Amount after making the distributions provided for in paragraphs (i) through (iii) above, in accordance with, and up to the amounts calculated pursuant to, Section 6.01(d) below; and (v) to the Class A-R Certificateholders the balance, if any, of the Available Distribution Amount remaining after the distributions provided for in paragraphs (i) through (iv) above. (b) Amounts payable to the Class A Certificateholders on any Distribution Date shall be distributed as follows: (i) to the Senior Certificates extent the amount available for distribution pursuant to paragraph (other than the Principal Only Certificatesa)(i) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates above is sufficient: (or Subclasses, if any, with respect A) to the Class A1-V CertificatesA1 Certificateholders, (1) for such the Class 1-A1 Interest Accrual Amount plus (2) the Class 1-A1 Shortfall from the preceding Distribution Date; (B) to the Class 1-A2 Certificateholders, (1) the Class 1-A2 Interest Accrual Amount plus any Accrued Certificate (2) the Class 1-A2 Shortfall from the preceding Distribution Date; (C) to the Class IO-1 Certificateholders, the sum of (1) the Class IO-1 Interest thereon remaining unpaid Accrual Amount plus (2) the Class IO-1 Shortfall from any previous the preceding Distribution Date except as provided in Date; (D) to the last paragraph of this Section 4.02(aClass 2-A1 Certificateholders, (1) the Class 2-A1 Interest Accrual Amount plus (2) the "Senior Class 2-A1 Shortfall from the preceding Distribution Date; (E) to the Class 2-A2 Certificateholders, (1) the Class 2-A2 Interest Accrual Amount plus (2) the Class 2-A2 Shortfall from the preceding Distribution Amount"); andDate; (F) to the Class 2-A3 Certificateholders, (1) the Class 2-A3 Interest Accrual Amount plus (2) the Class 2-A3 Shortfall from the preceding Distribution Date; (G) to the Class 2-A4 Certificateholders, (1) the Class 2-A4 Interest Accrual Amount plus (2) the Class 2-A4 Shortfall from the preceding Distribution Date; (H) to the Class 2-A5 Certificateholders, (1) the Class 2-A5 Interest Accrual Amount plus (2) the Class 2-A5 Shortfall from the preceding Distribution Date; (I) to the Class 2-A6 Certificateholders, (1) the Class 2-A6 Interest Accrual Amount plus (2) the Class 2-A6 Shortfall from the preceding Distribution Date; (J) to the Class 2-A7 Certificateholders, (1) the Class 2-A7 Interest Accrual Amount plus (2) the Class 2-A7 Shortfall from the preceding Distribution Date; (K) to the Class 2-A8 Certificateholders, (1) the Class 2-A8 Interest Accrual Amount plus (2) the Class 2-A8 Shortfall from the preceding Distribution Date; (L) to the Class 2-A9 Certificateholders, (1) the Class 2-A9 Interest Accrual Amount plus (2) the Class 2-A9 Shortfall from the preceding Distribution Date; (M) to the Class 2-A10 Certificateholders, (1) the Class 2-A10 Interest Accrual Amount plus (2) the Class 2-A10 Shortfall from the preceding Distribution Date; (N) to the Class IO-2 Certificateholders, (1) the Class IO-2 Interest Accrual Amount plus (2) the Class IO-2 Shortfall from the preceding Distribution Date. (ii) concurrently, (XA) to the Holders of the Subgroup 1 Certificates, solely from the portion of the Available Distribution Amount related to amounts received with respect to Subgroup 1 up to the Non-PO Subgroup 1 Optimal Principal Amount, allocated among the Subgroup 1 Certificates in accordance with the Non-PO Subgroup 1 Principal Payment Rules, (B) to the Holders of the Subgroup 2 Certificates, solely from the portion of the Available Distribution Amount related to amounts received with respect to Subgroup 2 up to the Non-PO Subgroup 2 Optimal Principal Amount, allocated among the Subgroup 2 Certificates in accordance with the Non-PO Subgroup 2 Principal Payment Rules, (C) to the Holders of the Subgroup 3 Certificates, solely from the portion of the Available Distribution Amount related to amounts received with respect to Subgroup 3 up to the Non-PO Subgroup 3 Optimal Principal Amount, allocated among the Subgroup 3 Certificates in accordance with the Non-PO Subgroup 3 Principal Payment Rules and (D) to the Holders of the Subgroup 4 Certificates, solely from the portion of the Available Distribution Amount related to amounts received with respect to Subgroup 4 up to the Non-PO Subgroup 4 Optimal Principal Amount, allocated among the Subgroup 4 Certificates in accordance with the Non-PO Subgroup 4 Principal Payment Rules; (iii) to the extent that (x) the portion of the Available Distribution Amount related to the amounts available from Subgroup 1 remaining after giving effect to the distributions in (b) (i) above is insufficient to distribute in full to the Holders of the Subgroup 1 Certificates amounts described in (b)(ii)(A) above (such shortfall, the "Subgroup 1 Deficiency Amount") and (y) the portion of the Available Distribution Amount related to amounts available from Subgroup 2 remaining after giving effect to the distributions in (b)(i) above exceeds the amount required to distribute in full to the Holders of the Subgroup 2 Certificates the amounts described in (b)(ii)(B) above, the portion of the Available Distribution Amount related to amounts available from Subgroup 3 remaining after giving effect to the distributions in (b)(i) above exceeds the amount required to distribute in full to the Holders of the Subgroup 3 Certificates the amounts described in (b)(ii)(C) above and the portion of the Available Distribution Amount related to amounts available from Subgroup 4 remaining after giving effect to the distributions in (b)(i) above exceeds the amount required to distribute in full to the Holders of the Subgroup 4 Certificates the amounts described in (b)(ii)(D) above, such excess shall be distributed in reduction of the Subgroup 1 Deficiency Amount; (iv) to the extent that (x) the portion of the Available Distribution Amount related to the amounts available from Subgroup 2 remaining after giving effect to the distributions in (b)(i) above is insufficient to distribute in full to the Holders of the Subgroup 2 Certificates amounts described in (b)(ii)(B) above (such shortfall, the "Subgroup 2 Deficiency Amount") and (y) the portion of the Available Distribution Amount related to amounts available from Subgroup 1 remaining after giving effect to the distributions in (b)(i) above exceeds the amount required to distribute in full to the Holders of the Subgroup 1 Certificates the amounts described in (b)(ii)(A) above, the portion of the Available Distribution Amount related to amounts available from Subgroup 3 remaining after giving effect to the distributions in (b)(i) above exceeds the amount required to distribute in full to the Holders of the Subgroup 3 Certificates the amounts described in (b)(ii)(C) above and the portion of the Available Distribution Amount related to amounts available from Subgroup 4 remaining after giving effect to the distributions in (b)(i) above exceeds the amount required to distribute in full to the Holders of the Subgroup 4 Certificates the amounts described in (b)(ii)(D) above, such excess shall be distributed in reduction of the Subgroup 2 Deficiency Amount; (v) to the extent that (x) the portion of the Available Distribution Amount related to the amounts available from Subgroup 3 remaining after giving effect to the distributions in (b)(i) above is insufficient to distribute in full to the Holders of the Subgroup 3 Certificates amounts described in (b)(ii)(C) above (such shortfall, the "Subgroup 3 Deficiency Amount") and (y) the portion of the Available Distribution Amount related to amounts available from Subgroup 1 remaining after giving effect to the distributions in (b)(i) above exceeds the amount required to distribute in full to the Holders of the Subgroup 1 Certificates the amounts described in (b)(ii)(A) above, the portion of the Available Distribution Amount related to amounts available from Subgroup 2 remaining after giving effect to the distributions in (b)(i) above exceeds the amount required to distribute in full to the Holders of the Subgroup 2 Certificates the amounts described in (b)(ii)(B) above and the portion of the Available Distribution Amount related to amounts available from Subgroup 4 remaining after giving effect to the distributions in (b)(i) above exceeds the amount required to distribute in full to the Holders of the Subgroup 4 Certificates the amounts described in (b)(ii)(D) above, such excess shall be distributed in reduction of the Subgroup 3 Deficiency Amount; (vi) to the extent that (x) the portion of the Available Distribution Amount related to the amounts available from Subgroup 4 remaining after giving effect to the distributions in (b)(i) above is insufficient to distribute in full to the Holders of the Subgroup 4 Certificates amounts described in (b)(ii)(D) above (such shortfall, the "Subgroup 4 Deficiency Amount") (y) the portion of the Available Distribution Amount related to amounts available from Subgroup 1 remaining after giving effect to the distributions in (b)(i) above exceeds the amount required to distribute in full to the Holders of the Subgroup 1 Certificates the amounts described in (b)(ii)(A) above, the portion of the Available Distribution Amount related to amounts available from Subgroup 2 remaining after giving effect to the distributions in (b)(i) above exceeds the amount required to distribute in full to the Holders of the Subgroup 2 Certificates the amounts described in (b)(ii)(B) above and the portion of the Available Distribution Amount related to amounts available from Subgroup 3 remaining after giving effect to the distributions in (b)(i) above exceeds the amount required to distribute in full to the Holders of the Subgroup 3 Certificates the amounts described in (b)(ii)(C) above, such excess shall be distributed in reduction of the Subgroup 4 Deficiency Amount; (vii) to the Class A-P Certificates, PO Component One the portion of the Class A-P Principal Distribution PO Shortfall Amount (as defined in relating to the Group One Mortgage Loans and to the Class PO Component Two the portion of the Class PO Shortfall Amount relating to the Group Two Mortgage Loans; provided, however, that any amount distributed pursuant to this Section 4.02(b)(i) herein6.01(b); and

Distributions. (aA) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee) shall allocate and distribute the Available Distribution Amount to the extent on deposit in the Certificate Account for such date to the interests issued in respect of REMIC I, REMIC II and REMIC III as specified in this Section; provided, however, that on each Distribution Date, prior to making any other distributions referred to in this Section 4.02, the Trustee shall withdraw from the Certificate Account and pay to the Certificate Insurer, by wire transfer of immediately available funds to the Certificate Insurer Account, the Certificate Insurer Premium for such Distribution Date. (1) On each Distribution Date, the REMIC I Distribution Amount shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests in the amounts and with the priorities set forth in the definition thereof. (2) Notwithstanding the distributions on the REMIC I Regular Interests described in this Section 4.02(b), distribution of funds from the Certificate Account shall be made only in accordance with Section 4.02(c). (C) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts), in the following order of priority (subject to the provisions of Section 4.02(b) set forth below), in each case to the extent of the Available Distribution Amount on deposit in the Certificate Account (except, with respect to clause (viii)(B) below, to the extent of Prepayment Charges on deposit in the Certificate Account). Distributions of amounts received under the Yield Maintenance Agreements will be made in accordance with Section 4.09, and distributions of amounts received under the Certificate Policy will be made in accordance with Section 4.10. (I) The Interest Distribution Amount, sequentially: (iA) first, to the Senior Certificates (other than Class A-1, Class A-2 and Class A-3 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 Principal Only Certificates) related Pass-Through Rate in effect for such Distribution Date, on a pro rata basis based on in accordance with the Accrued Certificate Interest payable on and any interest thereon due to each such Certificates class; (B) second, to the Certificate Insurer, reimbursement for any Insured Payments made with respect to interest; (C) third, 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; (D) fourth, 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; (E) fifth, 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; (F) sixth, 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; (G) seventh, 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; (II) to the Class A Certificateholders, the Class M 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 Principal Balance of each Class of Class A Certificates, Class M Certificates and the applicable amounts payable to the Certificate Insurer has been reduced to zero; (III) to the Certificate Insurer from the amount, if any, of Excess Cash Flow after the foregoing distributions, the amount of any unpaid Certificate Insurer Premiums; (IV) to the Class A Certificateholders, Class M 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 Compensating Interest on such Distribution Date, Accrued Certificate which amount shall be allocated to the Class A Certificateholders and Class M Certificateholders on a pro rata basis, based on the amount of Prepayment Interest on Shortfalls allocated thereto for such Classes of Certificates Distribution Date; (or SubclassesV) to the Class A Certificateholders and Class M 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 respect to interest thereon at the Class Arelated Pass-V Certificates) Through Rate in effect for such Distribution Date, plus any Accrued Certificate which amount shall be allocated to the Class A Certificateholders and Class M Certificateholders on a pro rata basis, based on the amount of Prepayment Interest thereon Shortfalls remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); andunpaid; (iiVI) to the Holders of the Class A Certificates, pro rata, and then sequentially to the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificateholders, ▇▇ ▇▇▇t order, any Interest Carryforward Amounts allocated thereto that remain unreimbursed; (VII) to the Class A Certificates and Class M 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 M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificatehol▇▇▇▇, ▇▇ ▇▇▇▇ ▇rder; (VIII) to pay the Holders of the Class A and Class M 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, (IX) to the Class M Certificateholders, the principal portion of any Realized Losses previously allocated to those Certificates and remaining unreimbursed, which amount shall be allocated sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificateho▇▇▇▇▇, ▇▇ ▇▇▇▇ order; (X) 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 Interest 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 and Class M Certificate has been reduced to zero, the Overcollateralization Amount, and (B) from prepayment charges on deposit in the Certificate Account, any prepayment charges received on the Mortgage Loans during the related Prepayment Period. (XI) to the Class R Certificateholders, the balance, if any, of the Available Distribution Amount. All payments of amounts in respect of Basis Risk Shortfalls made pursuant to Section 4.02(c)(vii) shall, for federal income tax purposes, be deemed to have been distributed from REMIC II to REMIC III as Holder of the REMIC II Regular Interests SB-P CertificatesIO and SB-PO, and 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 and the Class M Certificateholders shall be distributed as follows: (I) first, the Class A-P A Principal Distribution Amount shall be distributed concurrently, on a pro rata basis in accordance with their respective Certificate Principal Balances, to the Class A-1, Class A-2 and Class A-3 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; (II) second, to the Certificate Insurer, reimbursement for any Insured Payments made with respect to principal; (III) third, 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; (IV) fourth, 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; (V) fifth, 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; and (VI) sixth, 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. (E) Notwithstanding the foregoing clauses (c) and (d), upon the reduction of the Certificate Principal Balance of a Class of Class A Certificates or Class M Certificates to zero, such Class of Certificates will not be entitled to further distributions pursuant to Section 4.02, including, without limitation, the payment of current and unreimbursed Prepayment Interest Shortfalls pursuant to clauses (c)(iii) and (iv) and Basis Risk Shortfall pursuant to clause (c)(vi). (F) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as defined Holder thereof, and the Depository shall be solely 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 indirect participating brokerage firm (a "brokerage firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Registrar, the Company or the Master Servicer shall have any responsibility therefor. (G) Except as otherwise provided in Section 4.02(b)(i9.01 of the Standard Terms, 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 Date, 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) herein); andthe 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 related Interest Accrual Period. In the event that Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) of the Standard Terms 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) of the Standard Terms. (H) On the initial Distribution Date, Basis Risk Shortfall amounts with respect to the initial Distribution Date, if any, will be paid to the Holders of the Class A Certificates and Class M Certificates, pro rata, based on the amount of Basis Risk Shortfalls for such Classes.

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii4.02(a)(iv) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii4.02(a)(iv) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c), (d) and (f) below), in each case to the extent of the related or specified Available Distribution Amount:Amount remaining in the case of clauses (i) through (iii), and to the extent of the Available Distribution Amount for each Loan Group remaining in the case of clauses (iv) through (xviii): (i) (X) from the Available Distribution Amount related to the Senior Certificates (other than CB Loan Group, to the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Class CB Certificateholders Accrued Certificate Interest on such Classes Class of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Certificate Insurer the Insurance Premium, to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, to the Certificate Insurer, in the case of a distribution pursuant to Section 4.02(a)(xvi) below, the amount required to be distributed to the Certificate Insurer pursuant to Section 4.02(a)(xvi) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution AmountAmount (net of the Insurance Premium) together with, as to the Insured Certificates, any Reserve Fund Withdrawal pursuant to Section 4.11 of this Series Supplement and any Insured Payment pursuant to Section 12.02 of this Series Supplement: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's ’s share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c), (e) and (k) below), in each case to the extent of the related Available Distribution AmountAmount remaining: (i) (X) from the Available Distribution Amount (other than the Aggregate Accrual Distribution Amount) related to the Loan Group I together with the Yield Maintenance Payments which shall be applied in accordance with Sections 4.02(h) and 4.09), to the holders of the Group I Senior Certificates (other than the Principal Only Class I-A-P Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class I-A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii4.02(a)(iv) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii4.02(a)(iv) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c), (d) and (f) below), in each case to the extent of the related or specified Available Distribution Amount:Amount remaining in the case of clauses (i) through (iii), and to the extent of the Available Distribution Amount for each Loan Group remaining in the case of clauses (iv) through (xviii): (i) (X) from the Available Distribution Amount related to the Senior Certificates (other than CB Loan Group, to the Principal Only Certificates) Class CB Certificateholders and Class R Certificateholders, on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes Class of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than Except as otherwise provided in Section 9.01 respecting the final distribution3(c), either (1) 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 (2) if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record on each applicable Distribution Date, by check mailed to such Certificateholder at the address of such Holder appearing Trustee shall apply Available Funds in the Certificate Register, such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, Account as follows in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amountpriority: (i) the Trustee will pay the interest portion of Available Funds (subject to Section 5(b) below): (a) first, to the Senior 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, as interest at the rate of 7.75% per annum on the principal amount of the Class A-1 Certificates. (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 and the Class A-2 Certificates, the remaining available principal portion of Available Funds pro rata in the proportion that the outstanding principal amount of the Class A-1 Certificates bears to the outstanding principal amount of the Class A-2 Certificates. (iii) any Available Funds remaining in the Certificate Account after the payments set forth in clauses 5(a)(i) and 5(a)(ii) above shall be paid to the Trustee. (b) Notwithstanding any other provision hereof (other than Section 3(c)) if the Principal Only Underlying Securities are redeemed, prepaid or liquidated in whole or in part for any reason other than 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 any accrued and unpaid interest thereon; (iii) on a third, to the holders of the Class A-1 Certificates and Class A-2 Certificates, pro rata basis based in the proportion that the outstanding principal amount of the Class A-1 Certificates bears to the outstanding principal amount of the Class A-2 Certificates; and (iv) fourth, to the Trustee, as reasonable compensation for services rendered to the Depositor, any remainder up to $1,000; and (v) fifth, to the holders of the Class A-1 Certificates and Class A-2 Certificates, any amount remaining after the distributions in clauses 5(b)(i) through 5(b)(iv) above, pro rata in proportion to their original principal balances. (c) 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 Accrued Certificate Interest payable 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 Certificates 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 deemed to qualify as leading dealers: (1) Credit Suisse First Boston Corporation, (2) Goldman, Sachs & Co., (3) Lehman ▇▇▇▇▇▇rs ▇▇▇., (4) Merril▇ ▇▇▇▇h, Pierce, Fenner & ▇▇▇▇▇ ▇▇▇▇▇▇▇ra▇▇▇, (5) ▇▇▇ ▇arb▇▇▇ ▇LC and (6) Salomon Smith Barney Inc. The Tr▇▇▇▇▇ ▇▇▇▇▇ ▇o▇ ▇▇ ▇esponsible 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 Certificateholders no later than two Business Days after the receipt of immediately available funds in accordance with Section 5(b) hereof. (d) In the event that the Trustee receives money or other property in respect of the Underlying Securities (other than a scheduled payment and with respect to an interest payment date) 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 which are not then held by DTC or any other 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 money or other property, the Trustee will allocate and distribute such property to the holders of Certificates then outstanding and unpaid, pro rata by principal amount (after deducting the costs incurred in connection therewith). 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 will be deemed to reduce the principal amount of Certificates on a dollar-for-dollar basis. No amounts will be distributed to the Depositor in respect of the Underlying Securities unless and until principal and accrued interest on the Certificates has been part (or reduced by distributions in kind) in full. (e) 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, Accrued Certificate Interest any shortfall will be carried over and will be distributed on such Classes of Certificates the next Distribution Date (or Subclasses, if any, date referred to in Section 5(f) hereof) on which sufficient funds are available to pay such shortfall. (f) If a payment with respect to the Class A-V CertificatesUnderlying 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 Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Special Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) shall be five Business Days prior to the Class A-P Certificates, day on which the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); andrelated payment was received from the Underlying Securities Trustee.

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below), the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below), and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than 50 any Subclass of the Class A-V A-10 Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V A-10 Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to the initial Holder of the Class A-10 Certificate or to each Holder of a Subclass thereof, as applicable) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below)), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates Class A Certificateholders (other than the Principal Only CertificatesClass A-9 Certificateholders) and Class R Certificateholders on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V A-10 Certificates) ), as applicable, for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and; (ii) (X) to the Class A-P CertificatesA-9 Certificateholders, the Class A-P A-9 Principal Distribution Amount (as defined in Section 4.02(b)(i) herein)Amount; and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below), the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below), and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below)), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) Certificateholders, on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or SubclassesSubclass, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) to the Senior Certificateholders, in the priorities and amounts set forth in Section 4.02(b)(ii) and Section 4.02(c), the sum of the following (Xapplied to reduce the Certificate Principal Balances of such Senior Certificates, as applicable): (A) the Senior Percentage for such Distribution Date times the sum of the following: (1) the principal portion of each Monthly Payment due during the related Due Period on each Outstanding Mortgage Loan (other than the related Discount Fraction of the principal portion of such payment with respect to a Discount Mortgage Loan), whether or not received on or prior to the related Determination Date, minus the principal portion of any Debt Service Reduction (other than the related Discount Fraction of the principal portion of such Debt Service Reductions with respect to each Discount Mortgage Loan) which together with other Bankruptcy Losses exceeds the Bankruptcy Amount; (2) the Stated Principal Balance of any Mortgage Loan repurchased during the related Prepayment Period (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 77 and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04 during the related Prepayment Period (other than the related Discount Fraction of such Stated Principal Balance or shortfall with respect to each Discount Mortgage Loan); and (3) the principal portion of all other unscheduled collections (other than Principal Prepayments in Full and Curtailments and amounts received in connection with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section 4.02(a)(ii)(B), including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received during the related Prepayment Period (or deemed to have been so received in accordance with Section 3.07(b)) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 (other than the related Discount Fraction of the principal portion of such unscheduled collections, with respect to each Discount Mortgage Loans); (B) with respect to each Mortgage Loan for which a Cash Liquidation or a REO Disposition occurred during the related Prepayment Period (or was deemed to have occurred during such period in accordance with Section 3.07(b)) and did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (a) the Senior Percentage for such Distribution Date times the Stated Principal Balance of such Mortgage Loan (other than the related Discount Fraction of such Stated Principal Balance, with respect to each Discount Mortgage Loan) and (b) the Senior Accelerated Distribution Percentage for such Distribution Date times the related unscheduled collections (including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 (in each case other than the portion of such unscheduled collections, with respect to a Discount Mortgage Loan, included in Section 4.02(b)(i)(C)); (C) the Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments in Full and Curtailments received in the related Prepayment Period (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments, with respect to each Discount Mortgage Loan); (D) any Excess Subordinate Principal Amount for such Distribution Date; and (E) any amounts described in subsection (ii), clauses (A), (B) and (C) of this Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after application of amounts previously distributed pursuant to this clause (E) to the extent that such amounts are not attributable to Realized Losses which have been allocated to the Class M Certificates or Class B Certificates; (iii) if the Certificate Principal Balances of the Class M Certificates and Class B Certificates have not been reduced to zero, to the Master Servicer or a Subservicer, by remitting for deposit to the Custodial Account, to the extent of and in reimbursement for any Advances or Subservicer Advances previously made with respect to any Mortgage Loan or REO Property which remain unreimbursed in whole or in part following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property, minus any such Advances that were made with respect to delinquencies that ultimately constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses; (iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (v) to the Holders of the Class M-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-1 Certificates; (vi) to the Holders of the Class M-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (vii) to the Holders of the Class M-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-2 Certificates; (viii) to the Holders of the Class M-3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (ix) to the Holders of the Class M-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-3 Certificates; (x) to the Holders of the Class B-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as defined provided below; (xi) to the Holders of the Class B-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-1 Certificates; (xii) to the Holders of the Class B-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xiii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02 (a) (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-2 Certificates; (xiv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Section 4.02(a) (xv) are insufficient therefor; (xv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates applied in reduction of the Certificate Principal Balance of the Class B-3 Certificates; (xvi) to the Senior Certificateholders, in the priority set forth in Section 4.02(b)(i4.02(b) herein); andthe portion, if any, of the Available Distribution Amount remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to each Class of Class M Certificates then outstanding beginning with such Class with the lowest numerical designation, any portion of the Available Distribution Amount remaining after the Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Class M Certificates, but in no event more than the outstanding Certificate

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V I-IO Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V I-IO Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) belowbelow and subject further to the provisions of Section 4.05(d) in respect of any Diverted Amounts), in each case to the extent of the related Available Distribution Amount: (i) to the related Senior Certificates (other than the Principal Only Class A-I-PO Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V I-IO Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the related "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P I-PO Certificates, the Class A-P I-PO Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Certificate Insurer, the Insurance Premium, to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, to the Certificate Insurer, in the case of a distribution pursuant to Section 4.02(a)(xvi) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer Certificate Insurer pursuant to Section 4.02(a)(iii4.02(a)(xvi) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution AmountAmount (net of the Insurance Premium) together with any Insured Payment pursuant to Section 12.02 of this Series Supplement: (i) to the Senior Certificates (other than the Principal Only Class A-P Certificates) ), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution DateDate (provided that for the purpose of this Section 4.02(a)(i) the Available Funds Cap shall be 5.75%), plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balance of such Senior Certificates); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution AmountAmount remaining: (i) to the Senior Certificates (other than the Principal Only Class A-P Certificates) ), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (); provided however that after the "Credit Support Depletion Date, the Accrued Certificate Interest for the Senior Interest Distribution Amount"Support Certificates shall be distributed to the Super Senior Certificates and the Senior Support Certificates in accordance with Section 4.02(c)); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balance of such Senior Certificates); and;

Distributions. (ai) On each Distribution Date (x) Date, the Master Servicer 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 of priority as follows: first, to the Subclasses of Class A Certificates, pro rata based on behalf their respective Class A Subclass Interest Accrual Amounts in an amount up to the sum of the Trustee Class A Subclass Interest Accrual Amounts with respect to such Distribution Date; provided that prior to the applicable Accretion Termination Date, an amount equal to the amount that would otherwise be distributable in respect of interest to each Subclass of Accrual Certificates pursuant to this provision will instead be distributed in reduction of the Class A Subclass Principal Balances of certain Subclasses of Class A Certificates in accordance with Section 4.01(b); second, to the Subclasses of Class A Certificates, pro rata based on their respective Class A Subclass Unpaid Interest Shortfalls in an aggregate amount up to the sum of the Class A Subclass Unpaid Interest Shortfalls; provided that prior to the applicable Accretion Termination Date, an amount equal to the amount that would otherwise be distributable in respect of interest shortfalls to each Subclass of Accrual Certificates pursuant to this provision will instead be distributed in reduction of the Class A Subclass Principal Balances of certain Subclasses of Class A Certificates 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 Subclasses 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 Subclasses in accordance with Section 4.01(b) or Section 4.01(c), as applicable, and (yB) to the Paying Agent appointed 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-5 Certificates pursuant to Paragraph twenty-second, below, second to the Class B-4 Certificates pursuant to Paragraph nineteenth, below, third to the Class B-3 Certificates pursuant to Paragraph sixteenth, below, fourth to the Class B-2 Certificates pursuant to Paragraph thirteenth, below, fifth to the Class B-1 Certificates pursuant to Paragraph tenth below, and sixth to the Class M Certificates pursuant to Paragraph seventh below; fifth, to the Class M Certificates in an amount up to the Class M Interest Accrual Amount with respect to such Distribution Date; sixth, to the Class M Certificates in an amount up to the Class M Unpaid Interest Shortfall; seventh, to the Class M Certificates in an amount up to the Class M Optimal Principal Amount; provided, however, that the amount distributable to the Class M Certificates pursuant to this Paragraph seventh will be reduced by the Trusteeamount, shall distribute if any, that would have been distributable to the Master ServicerClass M Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in Paragraph fourth above; eighth, to the Class B-1 Certificates in an amount up to the Class B Subclass Interest Accrual Amount for the Class B-1 Certificates with respect to such Distribution Date; ninth, to the Class B-1 Certificates in an amount up to the Class B-1 Unpaid Interest Shortfall; tenth, 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 tenth 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; eleventh, to the Class B-2 Certificates in an amount up to the Class B Subclass Interest Accrual Amount for the Class B-2 Certificates with respect to such Distribution Date; twelfth, to the Class B-2 Certificates in an amount up to the Class B-2 Unpaid Interest Shortfall; thirteenth, 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 thirteenth 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; fourteenth, to the Class B-3 Certificates in an amount up to the Class B Subclass Interest Accrual Amount for the Class B-3 Certificates with respect to such Distribution Date; fifteenth, to the Class B-3 Certificates in an amount up to the Class B-3 Unpaid Interest Shortfall; sixteenth, 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 sixteenth 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; seventeenth, to the Class B-4 Certificates in an amount up to the Class B Subclass Interest Accrual Amount for the Class B-4 Certificates with respect to such Distribution Date; eighteenth, to the Class B-4 Certificates in an amount up to the Class B-4 Unpaid Interest Shortfall; nineteenth, 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 nineteenth 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; twentieth, to the Class B-5 Certificates in an amount up to the Class B Subclass Interest Accrual Amount for the Class B-5 Certificates with respect to such Distribution Date; twenty-first, to the Class B-5 Certificates in an amount up to the Class B-5 Unpaid Interest Shortfall; twenty-second, 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 twenty-second 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; 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 or Subclass (other than the Class A-R or Class A-LR Certificates) has been reduced to zero, such Class or Subclass will be entitled to no further distributions of principal or interest (including, without limitation, any Unpaid Interest Shortfalls). In addition, Net Foreclosure Profits, if any, with respect to such Distribution Date minus any portion thereof payable to a Servicer pursuant to Section 3.02(ix) hereof shall be distributed to the 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 B Subclass will be allocated pro rata based on principal balance among the Class A Certificates (other than the Class A-5 and Class A-PO Certificates), the Class M Certificates and any Class B Subclass with a lower numerical designation and the amount of the Principal Adjustment, if any, attributable to the Class M Certificates will be allocated to the Subclasses of Class A Certificates (other than the Class A-5 and Class A-PO Certificates) pro rata based on the Class A Subclass Principal Balances. (ii) Distributions on the Uncertificated Lower-Tier Interests. On each Distribution Date, each Uncertificated Lower-Tier 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 or Classes as provided herein. On each Distribution Date, each Uncertificated Lower-Tier Interest (other than the Class A-L1 Interest, Class A-L2 Interest and Class A-L3 Interest) shall receive distributions in respect of interest (or, in the case of a distribution pursuant the Class A-L7 Interest and Class A-L11 Interest as described below shall have such amounts added to Section 4.02(a)(iiitheir principal balances) below, the in an amount required to be distributed equal to the Master Servicer (i) Class A Subclass Interest Accrual Amount and Class A Subclass Unpaid Interest Shortfall, (ii) Class M Interest Accrual Amount and Class M Unpaid Interest Shortfall or a Sub-Servicer pursuant to Section 4.02(a)(iii(iii) below, Class B Subclass Interest Accrual Amount and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 AgentClass B Subclass Unpaid Interest Shortfall, as the case may be, in respect of its Corresponding Upper-Tier Class or (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below)Classes, in each case to the extent actually distributed (or, in the case of a Subclass of Accrual Certificates, added to their Class A Subclass Principal Balance) thereon. The Class A-L1 Interest shall receive distributions in respect of interest in an amount equal to the Available Distribution Amount: sum of (i) the amount of interest distributed on the Class A-1 Certificates and (ii) an amount equal to the Senior product of the Class A-L1 Interest Fraction and the amount of interest distributed on the Class A-5 Certificates. The Class A-L2 Interest shall receive distributions in respect of interest in an amount equal to the sum of (i) the amount of interest distributed on the Class A-2 Certificates and (other than ii) an amount equal to the Principal Only product of the Class A-L2 Interest Fraction and the amount of interest distributed on the Class A-5 Certificates. The Class A-L3 Interest shall receive distributions in respect of interest in an amount equal to the sum of (i) the amount of interest distributed on a pro rata basis based the Class A-3 Certificates and (ii) an amount equal to the product of the Class A-L3 Interest Fraction and the amount of interest distributed on Accrued Certificate Interest payable on such Certificates the Class A-5 Certificates. Such amounts distributed to the Uncertificated Lower-Tier Interests in respect of principal and interest with respect to such any Distribution DateDate are referred to herein collectively as the "Lower-Tier Distribution Amount." As of any date, Accrued Certificate the principal balance of each Uncertificated Lower-Tier Interest on such Classes equals the Class A Subclass Principal Balances, Class M Principal Balance or Class B Subclass Principal Balances, as the case may be, of Certificates (the respective Corresponding Upper-Tier Class or SubclassesClasses. The initial principal balance of each Uncertificated Lower-Tier Interest equals the Original Class A Subclass Principal Balances, if anyOriginal Class M Principal Balance, Original Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original Class B-3 Principal Balance, Original Class B-4 Principal Balance or Original Class B-5 Principal Balance, as the case may be, of the respective Corresponding Upper-Tier Class or Classes. The pass-through rate with respect to the Class A-V L1 Interest, Class A-L2 Interest, Class A-L3 Interest, Class A-L4 Interest, Class M-L Interest, Class B-L1 Interest, Class BL-2 Interest, Class BL-3 Interest, Class BL-4 Interest and Class BL-5 Interest shall be 6.750% per annum. The pass-through rate with respect to the Class A-L6 Interest and Class A-L7 Interest shall be 7.000% per annum. The pass-through rate with respect to the Class A-L10 Interest and Class A-L11 Interest shall be 6.9000% per annum. The Class A-L14 Interest and Class A-LPO Interest are principal-only interests and are not entitled to distributions of interest. Any Non-Supported Interest Shortfalls will be allocated to each Uncertificated Lower-Tier Interest in the same relative proportions as interest is allocated to such Uncertificated Lower-Tier Interest. (b) The Class A-5 Certificates are interest-only Certificates and are not entitled to distributions in respect of principal. On each Distribution Date occurring prior to the Cross-Over Date, the Class A Non-PO Principal Distribution Amount will be allocated among and distributed in reduction of the Class A Subclass Principal Balances of the Subclasses of 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 Dates for the Class A-7, Class A-8 and Class A-9 Certificates, the sum of the Accrual Distribution Amounts for the Class A-7, Class A-8 and Class A-9 Certificates will be allocated as follows: first, to the Class A-6 Certificates up to their Schedule I Reduction Amount for such Distribution Date; second, to the Class A-7 Certificates until the Class A Subclass Principal Balance thereof has been reduced to zero; third, to the Class A-6 Certificates up to their Schedule II Reduction Amount for such Distribution Date; fourth, to the Class A-8 Certificates until the Class A Subclass Principal Balance thereof has been reduced to zero; fifth, to the Class A-6 Certificates, without regard to their Schedule I or Schedule II Reduction Amounts for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous until Class A Subclass Principal Balance thereof has been reduced to zero; and sixth, to the Class A-9 Certificates until the Class A Subclass Principal Balance thereof has been reduced to zero. II. On each Distribution Date except occurring prior to the Accretion Termination Dates for the Class A-11, Class A-12 and Class A-13 Certificates, the sum of the Accrual Distribution Amounts for the Class A-11, Class A-12 and Class A-13 Certificates will be allocated as provided follows: first, to the Class A-10 Certificates up to their Schedule I Reduction Amount for such Distribution Date; second, to the Class A-11 Certificates until the Class A Subclass Principal Balance thereof has been reduced to zero; third, to the Class A-10 Certificates up to their Schedule II Reduction Amount for such Distribution Date; fourth, to the Class A-12 Certificates until the Class A Subclass Principal Balance thereof has been reduced to zero; fifth, to the Class A-10 Certificates, without regard to their Schedule I or Schedule II Reduction Amounts for such Distribution Date, until the Class A Subclass Principal Balance thereof has been reduced to zero; and sixth, to the Class A-13 Certificates until the Class A Subclass Principal Balance thereof has been reduced to zero. III. The Class A Non-PO Principal Amount will be allocated as follows: first, to the Class A-15 Certificates up to their Priority Amount for such Distribution Date; second, concurrently, 68.4997163925% to the Class A-1 Certificates and 31.▇▇▇▇▇▇▇▇▇▇% to the Class A-2 Certificates, until the Class A-1 Certificates have received their PAC Principal Amount for such Distribution Date; third, concurrently, 15.8123028391% to the Class A-2 Certificates and 84.1876971609% to the Class A-3 Certificates, up to their respective PAC Principal Amounts for such Distribution Date; fourth, to the Class A-4 Certificates up to their PAC Principal Amount for such Distribution Date; fifth, concurrently, (i) 35.9271223672% to the Subclasses set forth in priority I above in accordance with the last paragraph of this Section 4.02(apriorities set forth therein; (ii) (61.▇▇▇▇▇▇▇▇▇▇% to the "Senior Interest Distribution Amount")Subclasses set forth in priority II above in accordance with the priorities set forth therein; and (iiiii) (X) 2.6954386872% to the Class A-P A-14 Certificates until the Class A Subclass Principal Balance thereof has been reduced to zero; sixth, concurrently, 68.4997163925% to the Class A-1 Certificates and 31.▇▇▇▇▇▇▇▇▇▇% to the Class A-2 Certificates, without regard to their PAC Principal Amounts for such Distribution Date, until the Class A-P A Subclass Principal Balance of the Class A-1 Certificates has been reduced to zero; seventh, concurrently, 15.8123028391% to the Class A-2 Certificates and 84.1876971609% to the Class A-3 Certificates, without regard to their PAC Principal Amounts for such Distribution Amount (as defined in Section 4.02(b)(i) herein)Date until the Class A Subclass Principal Balance of each such Subclass has been reduced to zero; andeighth, to the Cl

Distributions. (a) On each Distribution Date (x) Date, based solely on the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to information in the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below's Certificate, the amount required Securities Administrator shall distribute or be deemed to be distributed distribute out of the Certificate Account, the Lower-Tier II Certificate Sub-Account, the Middle-Tier II Certificate Sub-Account, the Upper-Tier II Certificate Sub-Account, the Shifting Interest Crossed Loan Group Lower-Tier Certificate Sub-Account, the Shifting Interest Loan Group 5 Lower-Tier Certificate Sub-Account, the Shifting Interest Middle-Tier Certificate Sub-Account or the Shifting Interest Upper-Tier Certificate Sub-Account, as applicable (to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) belowextent funds are available therein), and to each Certificateholder of record on the next preceding related Record Date (other than as provided in Section 9.01 10.01 respecting the final distribution), either ) (1a) 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 (2) if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed to such Certificateholder entitled to receive a distribution on such Distribution Date at the address of such Holder appearing in the Certificate Register, or (b) upon written request by the Holder of a Certificate (other than a Residual Certificate), by wire transfer or by such other means of payment as such Certificateholder and the Securities Administrator shall agree upon, such Certificateholder's share (Percentage Interest in the amount to which share (A) with respect to each the related Class of Certificates (other than any Subclass is entitled in accordance with the priorities set forth below in Section 5.02 or 5.03, as applicable. None of the Holders of any Class A-V of Certificates), the Depositor, the Master Servicer, the Securities Administrator or the Trustee shall in any way be based responsible or liable to Holders of any Class of Certificates in respect of amounts properly previously distributed on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by any such Holder or (B) Class. Amounts distributed with respect to any Subclass Class of the Class A-V Certificates, Certificates shall be equal applied first to the amount (if any) distributed pursuant distribution of interest thereon and then to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); andprincipal thereon.

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the TrusteeDetermination Date, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii9.02(f) belowof the 1998-A Servicing Supplement, the amount required Servicer shall calculate the amounts to be distributed to the Master Servicer or a Subholder of the 1998-Servicer A SUBI Certificate, the Class A-1 Distributable Amount, the Class A-2 Distributable Amount, the Class A-3 Distributable Amount, the Class A-4 Distributable Amount, the Class B Distributable Amount, the Transferor Distributable Amount, and all other distributions to be made on the related Distribution Date. (b) The rights of the Class B Noteholders to receive distributions of Interest Collections in respect of the Class B Notes shall be and are subordinated to the rights of the Class A Swap Counterparty to receive the Class A Net Swap Payment, and the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders to receive distributions of Interest Collections in respect of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes to the extent provided in this Agreement and the Indenture. On each Distribution Date the Indenture Trustee shall distribute the product of (i) the Investor Percentage with respect to Interest Collections, multiplied by (ii) the Interest Collections paid over to the Indenture Trustee from the 1998-A SUBI Collection Account pursuant to Section 4.02(a)(iii3.02(a), together with any Transferor Amounts, any proceeds of a claim made under the Residual Value Insurance Policy pursuant to Section 9.10(b) of the 1998-A Servicing Supplement and the Required Amount, if any, for such Distribution Date, and any amount of Principal Collections that otherwise would be distributed to the Class B Noteholders pursuant to subsection (d) below but is required to be applied to the payment of clauses (iii), (vii) and (viii) below pursuant to subsection (e)(iv) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, amounts and otherwise in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amountfollowing Persons: (i) in the event of an Indenture Event of Default as a result of which the Indenture Trustee has elected or has been instructed to sell the Trust Estate pursuant to Section 5.17 of the Indenture, to the Senior Certificates Indenture Trustee, the Investor Percentage of Capped Indenture Trustee Administrative Expenses and to the Owner Trustee, the Investor Percentage of Capped Owner Trustee Administrative Expenses; (other than ii) first from the Principal Only CertificatesClass A Net Swap Receipt and then from the amounts remaining after application of clause (i) on a pro rata basis based on Accrued Certificate above, (A) to the Class A-1 Interest payable on such Certificates with respect to Distributable Amount for such Distribution DateDate together with any unpaid Class A-1 Interest Carryover Shortfall, Accrued Certificate the Class A-2 Interest on Distributable Amount for such Classes of Certificates Distribution Date together with any unpaid Class A-2 Interest Carryover Shortfall, the Class A-3 Interest Distributable Amount for such Distribution Date together with any unpaid Class A-3 Interest Carryover Shortfall and the Class A-4 Interest Distributable Amount for such Distribution Date together with any unpaid Class A-4 Interest Carryover Shortfall, to the Class A-1, the Class A-2, the Class A-3 and the Class A-4 Noteholders, respectively and (or SubclassesB) to the Class A Swap Counterparty, the Class A Net Swap Payment, if any, with respect to such Distribution Date plus any Class A Net Swap Payments previously due but not paid; provided, however, if funds available are not sufficient to the make the distributions specified in subclauses (ii)(A) and (ii)(B), such funds will be allocated pro rata between the Class A-V CertificatesA Noteholders and the Class A Swap Counterparty based on the respective amounts due in each subclause; (iii) the Class A-1 Note Principal Loss Interest Amount, the Class A-2 Note Principal Loss Interest Amount, the Class A-3 Note Principal Loss Interest Amount and the Class A-4 Note Principal Loss Interest Amount, if any, for such Distribution Date to the Class A-1, Class A-2, Class A-3 and Class A-4 Noteholders, respectively; (iv) the Class B Interest Distributable Amount for such Distribution Date, plus together with any Accrued Certificate unpaid Class B Interest thereon remaining unpaid from Carryover Shortfall, to the Class B Noteholders; (v) in circumstances other than those set forth in clause (i), the Investor Percentage of Capped Indenture Trustee Administrative Expenses for the preceding Collection Period to the Indenture Trustee and the Investor Percentage of Capped Owner Trustee Administrative Expenses for the preceding Collection Period to the Owner Trustee; (vi) until the amount on deposit in the Reserve Fund equals the Reserve Fund Cash Requirement, to the Reserve Fund; (A) to the Class A Noteholders, so long as the Note Balance of the Class B Notes has not been reduced to zero, an amount equal to the Covered Loss Amount for the related Distribution Date, sequentially, commencing with the Class A-1 Noteholders until the Note Balance on each such Class has been reduced to zero, or (B) if the Note Balance of the Class B Notes has been reduced to zero, the A-1 Loss Amount, the Class A-2 Loss Amount, the Class A-3 Loss Amount and the Class A-4 Loss Amount to the Class A-1, the Class A-2, the Class A-3 and the Class A-4 Noteholders respectively; (viii) to the Class A-1, the Class A-2, the Class A-3 and the Class A-4 Noteholders, respectively, the aggregate amounts of the Class A-1 Note Principal Loss Amounts, Class A-2 Note Principal Loss Amounts, Class A-3 Note Principal Loss Amounts, and Class A-4 Note Principal Loss Amounts, if any, for previous Distribution Dates that have not been previously reimbursed to the Class A-1, Class A-2, Class A-3 or Class A-4 Noteholders pursuant to this clause (viii); (ix) the Class B Note Principal Loss Interest Amount and the Class B Note Principal Carryover Shortfall Interest Amount, if any, for such Distribution Date to the Class B Noteholders; (x) the Uncovered Loss Amount incurred during the related Collection Period shall be allocated to the Class B Noteholders; (xi) to the Class B Noteholders the aggregate amount of the Class B Note Principal Loss Amounts and Class B Note Principal Carryover Shortfall, if any, for previous Distribution Dates that has not been previously reimbursed to the Class B Noteholders pursuant to this clause (xi); (xii) the Investor Percentage of Uncapped Administrative Expenses, (A) to the Origination Trustee, the Indenture Trustee or the Owner Trustee, as applicable, and then (B) to the Servicer, reimbursement of any previous Distribution Date except as provided in advance of Administrative Expenses that was made by the last paragraph Servicer pursuant to Section 9.05(a) of this Section 4.02(a) (the "Senior Interest Distribution Amount")1998-A Servicing Supplement and has not yet been reimbursed; and (xiii) the balance, if any, shall constitute Excess Collections and shall be applied as set forth in subsection (c) below. Notwithstanding the foregoing, on any Distribution Date related to a Collection Period in the Revolving Period, the amounts set forth in clauses (vii), (viii), (x) and (xi) above shall not be paid to the Noteholders, but shall be treated as Principal Collections for purposes of Section 11.02 of the 1998-A SUBI Supplement. (c) On each Distribution Date, the Indenture Trustee shall distribute any Excess Collections in the following amounts and in the following order of priority: (i) if the Distribution Date relates to a Collection Period in the Revolving Period, then as follows: (A) if (1) the ERISA Compliance Test is unsatisfied, or (2) if a Downgrade Trigger Event has occurred and is continuing, the 60 day period set forth in the fourth sentence of Section 3.04(b) has elapsed, and the Transferor cannot comply with the requirements of either clause (i) or clause (ii) thereof or has determined in good faith that such compliance would not be commercially reasonable, then any remainder to the Reserve Fund; and (XB) if Excess Collections are not required to be applied as set forth in clause (A) above, then any remainder to the Transferor; (ii) if the Distribution Date relates to a Collection Period in the Amortization Period, then as follows: (A) any remainder up to but not exceeding the product of one-twelfth of .25% and the Aggregate Net Investment Value as of the last day of the related Collection Period (the "Accelerated Principal Distribution Amount") as an additional principal distribution to the Noteholders as follows: the Accelerated Principal Distribution Amount will be distributed first to the Class A-1 Noteholders until the Class A-1 Notes have been paid in full, second, to the Class A-2 Noteholders until the Class A-2 Notes have been paid in full, third, to the Class A-3 Noteholders until the Class A-3 Notes have been paid in full and fourth, the Class A Percentage and the Class B Percentage of any remaining amount will be distributed to the Class A-4 Noteholders and the Class B Noteholders, respectively, until such Notes have been paid in full; (B) if (1) the ERISA Compliance Test is unsatisfied, or (2) if a Downgrade Trigger Event has occurred and is continuing, the 60 day period set forth in the fourth sentence of Section 3.04(b) has elapsed, and the Transferor cannot comply with the requirements of either clause (i) or clause (ii) thereof or has determined in good faith that such compliance would not be commercially reasonable, then the balance of any remainder to the Reserve Fund; and (C) if Excess Collections are not required to be applied as set forth in clause (B) above, then the balance of any remainder to the Transferor. Notwithstanding the foregoing, the Transferor may instruct the Indenture Trustee and the Servicer to redeposit into the 1998-A SUBI Collection Account any Excess Collections that otherwise would be payable to the Transferor pursuant to the foregoing ("Undistributed Transferor Excess Collections"), for treatment as Collections with respect to the Collection Period during which such Distribution Date occurs. By so instructing the Indenture Trustee and the Servicer, the Transferor waives any right that it may be deemed to have in the related Undistributed Transferor Excess Collections, except insofar as they become Excess Collections payable to the Transferor in respect of a subsequent Collection Period. (d) On each Distribution Date beginning with the Distribution Date related to the Collection Period in which the Amortization Period commences and ending on the Distribution Date before the Distribution Date on which the Class A-3 Notes have been paid in full, the Indenture Trustee shall distribute an amount equal to the Investor Percentage of all Principal Collections collected or received in respect of the related Collection Period to (w) the Class A-1 Noteholders until the Class A-1 Notes have been paid in full, (x) the Class A-2 Noteholders until the Class A-2 Notes have been paid in full, (y) the Class A-3 Noteholders until the Class A-3 Notes have been paid in full and (z) the Class A Percentage and the Class B Percentage thereof to the Class A-4 Noteholders and Class B Noteholders, respectively. On each Distribution Date after the Class A-3 Notes have been paid in full, the Indenture Trustee shall distribute (i) to the Class A-P CertificatesA-4 Noteholders, the Class AA Percentage of Principal Collections collected or received in respect of the related Collection Period and (ii) subject to subsection (e) below, to the Class B Noteholders, the Class B Percentage of such Principal Collections. Distributions to Noteholders pursuant to Sections 3.03(b)(vii), (viii), (x), and (xi) also shall constitute distributions of principal. The aggregate amount of principal distributed to any Class of Noteholders shall not exceed the Initial Note Balance attributable to that Class of Notes. Uncovered Loss Amounts will be allocated first to the Class B Notes until the Note Balance of the Class B Notes has been reduced to zero and then to the Class A Notes, pro rata, based on the Class A-1 Allocation Percentage, the Class A-2 Allocation Percentage, the Class A-3 Allocation Percentage and the Class A-4 Allocation Percentage. (e) If and to the extent that the amount of Interest Collections (measured for these purposes without regard to any deduction therefrom provided for in clauses (a) through (c) of the definition of "Interest Collections" in the 1998-P A SUBI Supplement) available to make distributions on a Distribution Date (plus, in the case of clause (b)(ii) above, the Class A Net Swap Receipt) is insufficient to make distributions (or, on a Distribution Date related to a Collection Period in the Revolving Period, applications as if such amounts were Principal Collections) pursuant to Section 3.03(b) and clauses (a) through (c) of the definition of the term "Interest Collections" in the 1998-A SUBI Supplement, then: (i) amounts otherwise available for distribution to the Transferor in respect of the Transferor Interest Distributable Amount for such Distribution Date, and then in respect of the Transferor Principal Distributable Amount, will be applied towards such insufficiency; (ii) if after giving effect to clause (i), there is still a shortfall (other than any shortfall in amounts available to apply as set forth in clause (vi) of Section 3.03(b)) in amounts available to make all distributions (or, on a Distribution Date related to a Collection Period in the Revolving Period, applications as if such amounts were Principal Collections) pursuant to Section 3.03(b) and clauses (a) through (c) of the definition of the term "Interest Collections" in the 1998-A SUBI Supplement, the proceeds of any claim made by the Servicer pursuant to Section 9.10(b) of the 1998-A Servicing Supplement will be applied towards such shortfall; (iii) if after giving effect to clauses (i) and (ii), there is still a shortfall (other than any shortfall in amounts available to apply as set forth in clause (vi) of Section 3.03(b)) in amounts available to make all distributions (or, on a Distribution Date related to a Collection Period in the Revolving Period, applications as if such amounts were Principal Collections) pursuant to Section 3.03(b) and clauses (a) through (c) of the definition of the term "Interest Collections" in the 1998-A SUBI Supplement, the Required Amount will be withdrawn from the Reserve Fund and applied towards such shortfall; and (iv) if, on a Distribution Date related to a Collection Period during the Amortization Period, after giving effect to clauses (i), (ii) and (iii), there is still a shortfall in amounts required to make the distributions (or, on a Distribution Date related to a Collection Period in the Revolving Period, available for reinvestment in additional 1998-A SUBI Assets pursuant to Section 11.02 of the 1998-A SUBI Supplement) pursuant to clause (iii), (vii) or (viii) of Section 3.03(b), amounts otherwise available for distribution to the Class B Noteholders in respect of principal pursuant to subsection (d) above will be applied toward such insufficiency. In the event that there remain shortfalls in the amounts required to be distributed pursuant to Section 3.03(b)(ii) to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, and, on any Distribution Date on which the Note Balance of the Class B Notes has been reduced to zero, there remains any shortfall in amounts required to be distributed to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders under Sections 3.03(b)(iii), (vii) or (viii), the amounts available will be distributed pro rata to Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders based on the Class A-1 Allocation Percentage, the Class A-2 Allocation Percentage, the Class A-3 Allocation Percentage and the Class A-4 Allocation Percentage, respectively. (f) On each Distribution Date, amounts that otherwise would be payable to the Transferor in respect of the Transferor Distributable Amount (other than Transferor Amounts) will be distributed to the Transferor by the Indenture Trustee as defined follows: (A) if such Distribution Date relates to a Collection Period during the Revolving Period, the interest component of such remaining amounts will be paid in Section 4.02(b)(irespect of the Transferor Interest Distributable Amount and (B) herein); andif such Distribution Date relates to a Collection Period during the Amortization Period, (1) the interest component of such remaining amounts will be paid in respect of the Transferor Interest Distributable Amount and (2) if and to the extent that the

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute first to the Master Trustee, payment for any servicing transfer expenses reimbursable to the Trustee pursuant to Section 7.02(a), and that have not been paid or reimbursed to the Trustee by the Servicer, second to the Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below, and third to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 Trustee or the Paying Agent, as the case may be, or (2) or, if such Certificateholder has not so notified the Master Servicer Trustee 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount:Amount (net of the amounts payable above): (i) to the Senior Certificates (other than the Principal Only CertificatesClass PO Certificates and, prior to the Credit Support Depletion Date, the Accrual Certificates to the extent of the Accrual Distribution Amount) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"), in each case in respect of interest on such Class; and (ii) (X) to the Class A-P PO Certificates, the Class A-P PO Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below), the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below), and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V A-14 Certificates), shall be based on the aggregate of [NY01B:304248.5] 16069-00388 02/27/97 1:33pm the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V A-14 Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to the initial Holder of the Class A-14 Certificate or to each Holder of a Subclass thereof, as applicable) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below)), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates Class A Certificateholders (other than the Principal Only Certificates) Class A-13 Certificateholders), Class R Certificateholders, on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V A-14 Certificates) ), as applicable, for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and; (ii) (X) to the Class A-13 Certificateholders, the Class A-13 Principal Distribution Amount; and (Y) to the Class A Certificateholders (other than Class A-13 Certificateholders) and Class R Certificateholders, in the priorities and amounts set forth in Section 4.02(b)(ii) through (viii) and Section 4.02(c), the sum of the following (applied to reduce the Certificate Principal Balances of such Class A Certificates or Class R Certificates, as applicable): (A) the Senior Percentage for such Distribution Date times the sum of the following: (1) the principal portion of each Monthly Payment due during the related Due Period on each Outstanding Mortgage Loan (other than the related Discount Fraction of the principal portion of such payment with respect to a Discount Mortgage Loan), whether or not received on or prior to the related Determination Date, minus the principal portion of any Debt Service Reduction (other than the related Discount Fraction of the principal portion of such Debt Service Reductions with respect to each Discount Mortgage Loan) which together with other Bankruptcy Losses exceeds the Bankruptcy Amount; (2) the Stated Principal Balance of any Mortgage Loan repurchased during the related Prepayment Period (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04 during the related Prepayment Period (other than the related Discount Fraction of such [NY01B:304248.5] 16069-P 00388 02/27/97 1:33pm Stated Principal Balance or shortfall with respect to a Discount Mortgage Loan); and (3) the principal portion of all other unscheduled collections (other than Principal Prepayments in Full and Curtailments and amounts received in connection with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section 4.02(a)(ii)(Y)(B), including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received during the related Prepayment Period (or deemed to have been so received in accordance with Section 3.07(b)) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 (other than the related Discount Fraction of the principal portion of such unscheduled collections with respect to a Discount Mortgage Loan); (B) with respect to each Mortgage Loan for which a Cash Liquidation or a REO Disposition occurred during the related Prepayment Period (or was deemed to have occurred during such period in accordance with Section 3.07(b)) and did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (a) the Senior Percentage for such Distribution Date times the Stated Principal Balance of such Mortgage Loan (other than the related Discount Fraction of such Stated Principal Balance, with respect to a Discount Mortgage Loan) and (b) the Senior Accelerated Distribution Percentage for such Distribution Date times the related unscheduled collections (including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 (in each case other than the portion of such unscheduled collections, with respect to a Discount Mortgage Loan included in Section 4.02(b)(i)(C)); (C) the Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments in Full and Curtailments received in the related Prepayment Period (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments, with respect to a Discount Mortgage Loan); (D) if such Distribution Date is on or prior to the related Accretion Termination Date, the Accrued Certificate Interest on the Class A-4 Certificates, Class A-11 Certificates and the Accrual Components that would otherwise be distributed to such Certificates or Components on such Distribution Date, to the extent added to the Certificate Principal Balance of such Certificates or the amount of such Component on such Distribution Date in accordance with Section 4.02(e) (the "Class A-4 Accrual Distribution Amount"), Section 4.02(f) (the "Class A-11 Accrual Distribution Amount"), Section 4.02(g) (the "Class A-10 Component D Accrual Distribution Amount"), Section 4.02(h) (the "Class A-10 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Component F Accrual Distribution Amount") or Section 4.02(i) (the "Class A-10 Component H Accrual Distribution Amount"); (E) any Excess Subordinate Principal Amount for such Distribution Date; and (F) any amounts described in subsection (ii)(Y), clauses (A), (B), (C) or (D) of this Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after application of amounts previously distributed pursuant to this clause (F) to the extent that such amounts are not attributable to Realized Losses which have been allocated to the Class M Certificates or Class B Certificates; (iii) if the Certificate Principal Balances of the Class M Certificates and Class B Certificates have not been reduced to zero, to the Master Servicer or a Subservicer, by remitting for deposit to the Custodial Account, to the extent of and in reimbursement for any Advances or Subservicer Advances previously made with respect to any Mortgage Loan or REO Property which remain unreimbursed in whole or in part following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property, minus any such Advances that were made with respect to delinquencies that ultimately constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses; (iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (v) to the Holders of the Class A-P M-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-13 Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-1 Certificates; (vi) to the Holders of the Class M-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as defined provided below; (vii) to the Holders of the Class M-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-13 Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-2 Certificates; [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (viii) to the Holders of the Class M-3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (ix) to the Holders of the Class M-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-13 Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-3 Certificates; (x) to the Holders of the Class B-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xi) to the Holders of the Class B-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-13 Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-1 Certificates; (xii) to the Holders of the Class B-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xiii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-13 Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02 (a) (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-2 Certificates; (xiv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below minus (y) the amount of any Class A-13 Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates to the extent the amounts available pursuant to clause (x) of Section 4.02(a)(xv) are insufficient therefor; (xv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-13 Collection Shortfalls for such [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Distribution Date or remaining unpaid for all previous Distribution Dates applied in reduction of the Certificate Principal Balance of the Class B-3 Certificates; (xvi) to the Class A Certificateholders and Class R Certificateholders in the priority set forth in Section 4.02(b)(i) herein4.02(b), the portion, if any, of the Available Distribution Amount remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Class A and Class R Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Class A and Class R Certificates, and thereafter, to each Class of Class M Certificates then outstanding beginning with such Class with the lowest numerical designation, any portion of the Available Distribution Amount remaining after the Class A Certificates and Class R Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Class M Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Class M Certificates; and thereafter to each such Class of Class B Certificates then outstanding beginning with such Class with the lowest numerical designation, any portion of the Available Distribution Amount remaining after the Class M Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Class B Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Class B Certificates; and (xvii) to the Class R-I Certificateholders, the balance, if any, of the Available Distribution Amount. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Class B Certificates outstanding on such Distribution Date with the highest numerical designation, or in the event the Class B Certificates are no longer outstanding, the Class of Class M Certificates then outstanding with the highest numerical designation, or in the event the Class B Certificates and Class M Certificates are no longer outstanding, the Class A and Class R Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to Nonrecoverable Advances as determined by the Master Servicer with respect to the related Mortgage Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation or REO Disposition. (b) Distributions of principal on the Class A Certificates (other than the Class A-10 Certificates, to the extent of the Strip Components, and the Class A-14 Certificates) and Class R Certificates on each Distribution Date occurring prior to the occurrence of the Credit Support Depletion Date will be made as follows: (i) first, to the Class A-13 Certificates, until the Certificate Principal Balance thereof is reduced to zero, an amount (the "Class A-13 Principal Distribution Amount") equal to the aggregate of: (A) the related Discount Fraction of the principal portion of each Monthly Payment on each Discount Mortgage Loan due during the related Due Period, whether or not received on

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii4.02(a)(iv) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii4.02(a)(iv) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i4.02 (a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the related or specified Available Distribution Amount:Amount remaining in the case of clauses (i) through (iii), and to the extent of the Available Distribution Amount for both Loan Groups remaining in the case of clauses (iv) through (xviii): (i) (X) from the Available Distribution Amount related to the Senior Certificates (other than CB Loan Group, to the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution DateClass CB Certificateholders, Accrued Certificate Interest on such Classes Class of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c), (e) and (i) below), in each case to the extent of the related or specified Available Distribution Amount:Amount remaining in the case of clauses (i) through (iii), and to the extent of the remaining Available Distribution Amounts from all Loan Groups, in the case of clauses (iv) through (xvii): (i) (X) from the Available Distribution Amount related to the Senior Loan Group I, to the Class I-A Certificates (other than the Principal Only and Class R-I Certificates) , on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution DateDate (provided that for the purpose of this Section 4.02(a)(i)(X) the Available Funds Cap shall be 5.50%), plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and;

Distributions. (a) On each Distribution Date Date, (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute (I) to the Master ServicerServicer or a sub-servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Subsub-Servicer servicer pursuant to Section 4.02(a)(iii) below, and (II) to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms respecting the final distribution), either (1) in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefortherefore, if such Certificateholder has so notified the Master Servicer or the Paying Agent, as the case may be, or (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c), (d) and (e) below), in each case to the extent of the related Available Distribution AmountAmount remaining: (i) (X) from the Available Distribution Amount related to the Loan Group I, to the holders of the Group I Senior Certificates (other than the Principal Only Class I-A-P Certificates and, prior to the related Accretion Termination Date for any Class of Accrual Certificates, the related Class of Accrual Certificates) on a pro rata basis based on the Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class I-A-V Certificates) for such Distribution DateDate (provided that for the purpose of this Section 4.02(a)(i)(x) the related Available Funds Cap for the Class I-A-6 Certificates (and because a portion of the Class I-A-17 Certificates are comprised of the Class I-A-6 Certificate, the Class I-A-17 Certificates) shall be 6.00%), plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date Date, except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (xi) the Master Servicer on behalf of the Trustee or (yii) the Paying Agent appointed by the Trustee, shall distribute to the Owner of the Excess Spread, a distribution thereof pursuant to Section 4.02(a)(i), to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below), the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below), and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereofHolder) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below)), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates Class A Certificateholders (other than the Principal Only Certificates) Class A-8 Certificateholders), Class R Certificateholders and the Owner of the Excess Spread, on a pro rata basis based on Accrued Certificate Interest payable on such Certificates and the amount of Excess Spread with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclassesand such Excess Spread, if anyas applicable, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon or Excess Spread remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and; (ii) (X) to the Class A-P CertificatesA-8 Certificateholders, the Class A-P A-8 Principal Distribution Amount (as defined in Section 4.02(b)(i) herein)Amount; and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the related Available Distribution AmountAmount remaining: (i) (X) from the Available Distribution Amount related to Loan Group I (together with the Yield Maintenance Payment in respect of the Class I-A-5 Certificates which shall be applied in accordance with Sections 4.02(g) and 4.09), to the holders of the Group I Senior Certificates (other than the Principal Only Class I-A-P Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class I-A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Class A-P Certificates) ), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution DateDate (provided that for the purpose of this Section 4.02(a)(i) the Available Funds Cap shall be 6.00%), plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balance of such Senior Certificates); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Certificate Insurer the Insurance Premium, to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, to the Certificate Insurer, in the case of a distribution pursuant to Section 4.02(a)(xvi) below, the amount required to be distributed to the Certificate Insurer pursuant to Section 4.02(a)(xvi) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution AmountAmount (net of the Insurance Premium) together with, as to the Insured Certificates, any Reserve Fund Withdrawal pursuant to Section 4.11 of this Series Supplement and any Insured Payment pursuant to Section 12.02 of this Series Supplement: (i) to the Senior Certificates (other than the Principal Only Certificates and prior to the related Accretion Termination Date, the Accrual Certificates, to the extent of the related Accrual Distribution Amount) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Sub Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates and prior to the Accretion Termination Date, the Accrual Certificates, to the extent of the Accrual Distribution Amount) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) belowSECTION 4.02(A)(III), the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) belowSECTION 4.02(A)(III), and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section SECTION 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereofHolder) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) belowSECTION 4.02(B)), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates Class A Certificateholders (other than the Principal Only CertificatesClass A-4 Certificateholders) and Class R Certificateholders on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Datethereon, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) as applicable for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided below; PROVIDED THAT if such Distribution Date is on or prior to the Accretion Termination Date, no distribution shall be made pursuant to this CLAUSE (i) to the Class A-3 Certificateholders to the extent that Accrued Certificate Interest is not then payable in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"accordance with SECTION 4.02(d); and; (ii) (X) to the Class A-P CertificatesA-4 Certificateholders, except as otherwise provided in SECTION 4.02(C), the Class A-P A-4 Principal Distribution Amount (as defined in Section 4.02(b)(i) herein)Amount; and

Distributions. (I) With respect to the Class A-I, Class M-I, Class B-I, Class SB and Class R-I Certificates: (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to based solely on information provided by the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and shall distribute to each Class A-I, Class M-I, Class B-I, Class R-I and Class SB Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (priority, subject to the provisions of Section 4.02(b4.02(I)(b) belowand (c)), in each case to the extent of the related Available Distribution Amount:Amount on deposit in the Certificate Account (or, with respect to clause (xix) below, to the extent of additional servicing compensation on deposit in the Certificate Account): (i) to the Senior Certificates (other than Class A-I-1 Certificateholders from the Principal Only Certificates) on a pro rata basis based on amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest on such Classes of Certificates remaining unpaid from any prior Distribution Date (or Subclasses, if any, with respect the "Class A-I-1 Interest Distribution Amount"); (ii) to the Class A-V Certificates) for I-2 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous prior Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Class A-I-2 Interest Distribution Amount"); and; (ii) (Xiii) to the Class A-P CertificatesI-3 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class A-I-3 Interest Distribution Amount"); (iv) to the Class M-I-1 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class M-I-1 Interest Distribution Amount"); (v) to the Class M-I-2 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class M-I-2 Interest Distribution Amount"); (vi) to the Class M-I-3 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class M-I-3 Interest Distribution Amount"); (vii) to the Class M-I-4 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class M-I-4 Interest Distribution Amount"); (viii) to the Class M-I-5 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class M-I-5 Interest Distribution Amount"); (ix) to the Class B-I-1 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class B-I-1 Interest Distribution Amount"); (x) to the Class A-P I Certificateholders and Class M-I Certificateholders and the Class B-I Certificateholders, the Group I Principal Distribution Amount (as defined other than clauses (iv), (v) and (vi) of the definition thereof), in the order described in Section 4.02(b)(i4.02(b) hereinhereof, until the aggregate of the Class A-I-1, Class A-I-2, Class A-I-3, Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5 and Class B-I-1 Principal Distribution Amounts have been paid in full; (xi) to the Class A-I Certificateholders, Class M-I Certificateholders and Class B-I Certificateholders, from the Available Distribution Amount remaining after the foregoing distributions (such amount, the "Excess Cash Flow"), an amount equal to the principal portion of Realized Losses previously allocated to reduce the Certificate Principal Balance of any Class of Class A-I Certificates, Class M-I Certificates and Class B-I Certificates and remaining unreimbursed, but only to the extent of Subsequent Recoveries for that Distribution Date, which amount shall be included in the Group I Principal Distribution Amount and paid in accordance with Section 4.02(b) hereof, until the aggregate of the Class A-I-1, Class A-I-2, Class A-I-3, Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5 and Class B-I-1 Principal Distribution Amounts have been paid in full; (xii) to the Class A-I Certificateholders, Class M-I Certificateholders and Class B-I Certificateholders from the Available Distribution Amount remaining after the foregoing distributions, an amount equal to the principal portion of Realized Losses incurred on the Group I Loans during the immediately preceding Due Period, from the portion of Excess Cash Flow remaining after the distributions described in clause (xi) above, which amount shall be included in the Group I Principal Distribution Amount and paid in accordance with Section 4.02(b) hereof, until the aggregate of the Class A-I-1, Class A-I-2, Class A-I-3, Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5 and Class B-I-1 Principal Distribution Amounts have been paid in full; (xiii) to the Class A-I Certificateholders, Class M-I Certificateholders and Class B-I Certificateholders, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the Overcollateralization Increase Amount for such Distribution Date, which amount shall be included in the Group I Principal Distribution Amount and paid in accordance with Section 4.02(b) hereof, until the aggregate of the Class A-I-1, Class A-I-2, Class A-I-3, Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5 and Class B-I-1 Principal Distribution Amounts have been paid in full; (xiv) to the Class A-I Certificateholders, Class M-I Certificates and Class B-I Certificateholders, pro rata, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the amount of any Prepayment Interest Shortfalls allocated thereto for that Distribution Date, on a pro rata basis based on the Accrued Certificate Interest otherwise due thereon, to the extent not covered by Eligible Master Servicing Compensation on such Distribution Date; (xv) to the Class A-I Certificateholders, Class M-I Certificateholders and Class B-I Certificateholders, pro rata, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the amount of any Prepayment Interest Shortfalls allocated thereto remaining unpaid from prior Distribution Dates together with interest thereon; (xvi) to pay to the Class A-I Certificates, on a pro rata basis, based on the amount of any Net WAC Cap Shortfall Carry-Forward Amount, and then to the Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5 and Class B-I-1 Certificates, in that order, the amount of any Net WAC Cap Shortfall Carry-Forward Amount on such Certificate; (xvii) to the Class A-I Certificateholders, the Class M-I Certificateholders and the Class B-I Certificateholders, on a pro rata basis, based on the amount of Relief Act Shortfalls allocated thereto, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the amount of any Relief Act Shortfalls allocated to those Certificates with respect to such Distribution Date; (xviii) to the Class A-I Certificates, pro rata, based on their respective portion their principal portion of any Realized Losses previously allocated to those Certificates and remaining unreimbursed, and then to the Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5 and Class B-I Certificates, in that order, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the principal portion of Realized Losses on the Group I Loans previously allocated thereto that remain unreimbursed; 104 (xix) to the Class B-I-1 Certificates, the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, as principal, until the Certificate Principal Balance thereof has been reduced to zero; (xx) to the Class SB Certificates, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest thereon and the amount of any Class SB Distribution Amount for such Distribution Date; (xxi) to the Class SB Certificates, the amount of any payments or collections consisting of additional servicing compensation received on the Group I Loans (which amounts shall not be included in the related Available Distribution Amount); and (xxii) to the Class R-I Certificateholders, the balance, if any, of the related Available Distribution Amount. (b) On each Distribution Date, the Group I Principal Distribution Amount shall be paid as follows: (i) the Class A-I Principal Distribution Amount shall be distributed first, to the Class A-I-1 Certificates, second, to the Class A-I-2 Certificates and, third, to the Class A-I-3 Certificates; (ii) the Class M-I-1 Principal Distribution Amount shall be distributed to the Class M-I-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (iii) the Class M-I-2 Principal Distribution Amount shall be distributed to the Class M-I-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (iv) the Class M-I-3 Principal Distribution Amount shall be distributed to the Class M-I-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (v) the Class M-I-4 Principal Distribution Amount shall be distributed to the Class M-I-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (vi) the Class M-I-5 Principal Distribution Amount shall be distributed to the Class M-I-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and 105 (vii) the Class B-I-1 Principal Distribution Amount shall be distributed to the Class B-I-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (c) Notwithstanding the foregoing clauses (I)(a) and (b), upon the reduction of the Certificate Principal Balance of a Class of Class A-I Certificates, Class M-I Certificates or Class B-I Certificates to zero, such Class of Certificates will not be entitled to further distributions pursuant to Section 4.02, including, without limitation, the payment of current and unreimbursed Prepayment Interest Shortfalls pursuant to clauses (I)(a)(xiv) and (xv), the Group I Net Wac Cap Shortfall Carry-Forward Amount pursuant to clauses (I)(a)(xvi). Relief Act Shortfalls pursuant to Clausse I(a)(xvii) and the principal portion of Realized Losses on the Group I Loans previously allocated thereto that remain unreimbursed pursuant to clause I(a)(xviii). Any amount payable to the Class A-I, Class M-I and Class B-I Certificates pursuant to clause I(a)(xviii) shall not accrue interest. (d) Any Prepayment Interest Shortfalls on the Group I Loans which are not covered by Eligible Master Servicing Compensation as described in Section 3.16 and Relief Act Shortfalls on the Group I Loans will be allocated among the Class A-I Certificates, Class M-I Certificates and Class B-I Certificates pro rata in accordance with the amount of Accrued Certificate Interest that would have accrued on those Certificates absent these shortfalls. Any such uncovered Prepayment Interest Shortfalls will be paid solely pursuant to Section 4.02(I)(a)(xiv) and (xv), to the extent funds are available therefor. Any such Relief Act Shortfalls will be paid solely pursuant to Section 4.02(I)(a)(xvii), to the extent funds are available therefor.

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute first to MBIA the Insurance Premium, second to the Master Trustee, payment for any servicing transfer expenses reimbursable to the Trustee pursuant to Section 7.02(a), and that have not been paid or reimbursed to the Trustee by the Servicer, third to the Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below, and fourth to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 Trustee or the Paying Agent, as the case may be, or (2) or, if such Certificateholder has not so notified the Master Servicer Trustee 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Class PO Certificates, and on or prior to the Accretion Termination Date, the Accrual Certificates to the extent of the Accrual Distribution Amount) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (plus, to any Insured Certificate, any Insured Reserve Withdrawal pursuant to Section 4.08, and any amounts paid under the "Senior Interest Distribution Amount")MBIA Policy pursuant to Section 11.02, in each case in respect of interest on such Class; and (ii) (X) to the Class A-P PO Certificates, the Class A-P PO Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below), the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below), and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V A-3 Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V A-3 Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to the initial Holder of the Class A-3 Certificate or to each Holder of a Subclass thereof, as applicable) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below)), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates Class A Certificateholders (other than the Principal Only CertificatesClass A-2 Certificateholders) and Class R Certificateholders on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V A-3 Certificates) ), as applicable, for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and; (ii) (X) to the Class A-P CertificatesA-2 Certificateholders, the Class A-P A-2 Principal Distribution Amount (as defined in Section 4.02(b)(i) herein)Amount; and

Distributions. (a) On each Distribution Date Date, (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute (I) to the Master ServicerServicer or a sub-servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Subsub-Servicer servicer pursuant to Section 4.02(a)(iii) below, and (II) to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates and, prior to the Accretion Termination Date for any Class of the Accrual Certificates, the related Class of Accrual Certificates) on a pro rata basis based on the Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date Date, except as provided in the last paragraph of this Section 4.02(a) (and, with respect to the "Senior Interest Distribution Amount"Support Certificates and Super Senior Certificates, except as provided in Section 4.02(c); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein), until the Certificate Principal Balance of the Class A-P Certificates has been reduced to zero; and

Distributions. (a) On each Distribution Date (x) or, if both the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed Accounts are not maintained by the Trustee, on the Business Day immediately preceding each Distribution Date), the Trustee shall distribute cause to be made the Master following transfers and distributions in immediately available funds in the amounts set forth in the Servicer, 's Certificate for such Distribution Date: (i) from the Payahead Account (or directly from the Servicer in the case of a distribution Payments Ahead held by the Servicer pursuant to Section 4.02(a)(iii4.02(b) belowor (c)) to the Collection Account, the aggregate Applied Payments Ahead; and (ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 4.02(b) or (c), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period. (b) On each Determination Date, the Servicer shall calculate the Available Interest, the Available Principal, the Class A Distributable Amount, the Class B Distributable Amount, the Class C Distributable Amount, the amount required to be distributed to Certificateholders of each Class and all other distributions to be made on the Master related Distribution Date. (c) The rights of the Class B Certificateholders and Class C Certificateholders to receive distributions in respect of the Class B Certificates and Class C Certificates, respectively, shall be and hereby are subordinated to the rights of the Class A Certificateholders to receive distributions in respect of the Class A Certificates to the extent provided in this Section. In addition, the rights of the Class C Certificateholders to receive distributions in respect of the Class C Certificate shall be and hereby are subordinated to the rights of the Class B Certificateholders to receive distributions in respect of the Class B Certificates to the extent provided in this Section. On each Distribution Date, the Trustee shall make the following distributions from the Collection Account in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Distribution Date; provided, however, that except as otherwise provided in Sections 4.05(a) or 4.06(a), such distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period: (i) to the Servicer from Available Interest or a Sub-Servicer Available Principal, any payments in respect of Nonrecoverable Advances required pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date 4.04(c); (other than as provided in Section 9.01 respecting the final distribution), either (1) in immediately available funds (by wire transfer or otherwiseii) to the account Servicer, from Available Interest (after giving effect to any reduction in Available Interest described in clause (i) above), the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) to the Class A Certificateholders of such Certificateholder at a bank or other entity having appropriate facilities thereforrecord, from Available Interest (after giving effect to the reduction in Available Interest described in clauses (i) and (ii) above), an amount equal to the sum of the Class A Interest Distributable Amount and any outstanding Class A Interest Carryover Shortfall from the immediately preceding Distribution Date and, if such Certificateholder has so notified Available Interest is insufficient, the Master Servicer Class A Certificateholders will receive such shortfall first, from the Class C Percentage of Available Principal (after giving effect to the reduction thereof described in clause (i) above), second, from the Class B Percentage of Available Principal (after giving effect to the reduction thereof described in clause (i) above), and third, if such amounts are still insufficient, from monies on deposit in the Reserve Fund; (iv) to the Class B Certificateholders of record, from Available Interest (after giving effect to the reduction in Available Interest described in clauses (i) through (iii) above), an amount equal to the sum of the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall from the immediately preceding Distribution Date and, if such Available Interest is insufficient, the Class B Certificateholders will receive such shortfall first, from the Class C Percentage of Available Principal (after giving effect to the reduction thereof described in clauses (i) and (iii) above), and second, if such amounts are still insufficient, from monies on deposit in the Reserve Fund; (v) to the Class C Certificateholders of record, from Available Interest (after giving effect to the reduction in Available Interest described in clauses (i) through (iv) above), an amount equal to the sum of the Class C Interest Distributable Amount and any outstanding Class C Interest Carryover Shortfall from the immediately preceding Distribution Date and, if such Available Interest is insufficient, the Class C Certificateholders will receive such shortfall from monies on deposit in the Reserve Fund; (vi) to the Class A Certificateholders of record, from Available Principal (after giving effect to any reduction in Available Principal described in clauses (i), (iii) and (iv) above), an amount equal to the sum of the Class A Principal Distributable Amount and any outstanding Class A Principal Carryover Shortfall from the immediately preceding Distribution Date and, if such Available Principal is insufficient, the Class A Certificateholders will receive such shortfall first, from Available Interest (after giving effect to the reduction in Available Interest described in clauses (i) through (v) above) and second, if such amounts are still insufficient, from monies on deposit in the Reserve Fund; (vii) to the Class B Certificateholders of record, from Available Principal (after giving effect to the reduction in Available Principal described in clauses (i), (iii), (iv) and (vi) above), an amount equal to the sum of the Class B Principal Distributable Amount and any outstanding Class B Principal Carryover Shortfall from the immediately preceding Distribution Date and, if such Available Principal is insufficient, the Class B Certificateholders will receive such shortfall first, from Available Interest (after giving effect to the reduction in Available Interest described in clauses (i) through (vi) above) and second, if such amounts are still insufficient, from monies on deposit in the Reserve Fund; and (viii) to the Class C Certificateholders of record, from Available Principal (after giving effect to the reduction in Available Principal described in clauses (i), (iii), (iv), (vi) and (vii) above), an amount equal to the sum of the Class C Principal Distributable Amount and any outstanding Class C Principal Carryover Shortfall from the immediately preceding Distribution Date and, if such Available Principal is insufficient, the Class C Certificateholders will receive such shortfall first, from Available Interest (after giving effect to the reduction in Available Interest described in clauses (i) through (vii) above) and second, if such amounts are still insufficient, from monies on deposit in the Reserve Fund. Notwithstanding the reduction of the Class A Certificate Balance, Class B Certificate Balance or Class C Certificate Balance to zero, on any Distribution Date prior the Paying AgentDistribution Date on which the final payment and retirement of the related Certificates will occur, the Trustee will distribute to the Certificateholders of such Class shall be entitled to receive Excess Amounts up to the amount of any outstanding unreimbursed Class A Interest Carryover Shortfalls and Class A Principal Carryover Shortfalls, any Class B Interest Carryover Shortfalls and Class B Principal Carryover Shortfalls or any Class C Interest Carryover Shortfalls and Class C Principal Carryover Shortfalls, as the case may be, or as and to the extent described above. (2d) if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record On each Distribution Date, the Trustee shall deposit any Excess Amounts not applied to reimburse shortfalls as described above into the Reserve Fund until the amount on deposit therein equals the Specified Reserve Fund Balance and shall distribute the remainder, if any, to the Seller, in such amounts as are set forth in the Servicer's Certificate. (e) Subject to Section 10.01 respecting the final payment upon retirement of each Certificate, the Servicer shall on each Distribution Date instruct the Trustee to distribute to each Certificateholder of any Class of record on the related 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); andsuch

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c), (e) and (k) below), in each case to the extent of the related Available Distribution AmountAmount remaining: (i) (X) from the Available Distribution Amount related to the Loan Group I together with the Yield Maintenance Payments which shall be applied in accordance with Sections 4.02(g) and 4.09), to the holders of the Group I Senior Certificates (other than the Principal Only Class I-A-P Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class I-A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below), the amount required to be distributed to the Master Servicer or a Sub-Servicer Subservicer pursuant to Section 4.02(a)(iii) below), and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V A-3 Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V A-3 Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below)), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates Class A Certificateholders (other than the Principal Only CertificatesClass A-2 Certificateholders) and Class R Certificateholders, on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or SubclassesSubclass, if any, with respect to the Class A-V A-3 Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P CertificatesA-2 Certificateholders, the Class A-P A-2 Principal Distribution Amount (as defined in Section 4.02(b)(i) herein)Amount; and

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of Date, the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, apply amounts on deposit in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of Distribution Account for the following amounts, purposes and in the following order of priority (subject to the provisions of Section 4.02(b) below)priority, in each case to the extent of the remaining portion of the Available Distribution AmountAmount for such Distribution Date: (i) to make distributions of interest to the Holders of the respective Classes of Senior Certificates, pro rata based on entitlement, up to an amount equal to 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; (other than ii) to make distributions of principal to the Holders of the Class A-1 Certificates, up to an amount equal to the lesser of (A) the aggregate of the then outstanding Class Principal Balances of the Class A-1 Certificates and (B) the Principal Only Distribution Amount for such Distribution Date; (iii) to reimburse the Holders of the Class A-1 Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates , up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Distribution DateClass of Certificates; (iv) to make distributions of interest to the Holders of the Class A-2 Certificates, Accrued up to an amount equal to all Distributable Certificate Interest on in respect of such Classes Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (or Subclassesv) after the Class Principal Balances of the Class A-1 Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class A-2 Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of the Class A-2 Certificates and (B) the excess, if any, of the Principal Distribution Amount for such Distribution Date over the amounts, if any, distributed on such Distribution Date pursuant to clause (ii) above; (vi) to reimburse the Holders of the Class A-2 Certificates, up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Class of Certificates; (vii) to make distributions of interest to the Holders of the Class A-3 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; (viii) after the Class Principal Balances of the Class A-1 and Class A-2 Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class A-3 Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of the Class A-3 Certificates and (B) the excess, if any, of the Principal Distribution Amount for such Distribution Date over the amounts, if any, distributed on such Distribution Date pursuant to clauses (ii) and (v) above; (ix) to reimburse the Holders of the Class A-3 Certificates, up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Class of Certificates; (x) to make distributions of interest to the Holders of the Class A-4 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; (xi) after the Class Principal Balances of the Class A-1, Class A-2 and Class A-3 Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class A-4 Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of the Class A-4 Certificates and (B) the excess, if any, of the Principal Distribution Amount for such Distribution Date over the amounts, if any, distributed on such Distribution Date pursuant to clauses (ii), (v) and (viii) above; (xii) to reimburse the Holders of the Class A-4 Certificates, up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Class of Certificates; (xiii) to make distributions of interest to the Holders of the Class A-5 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; (xiv) after the Class Principal Balances of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class A-5 Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of the Class A-5 Certificates and (B) the excess, if any, of the Principal Distribution Amount for such Distribution Date over the amounts, if any, distributed on such Distribution Date pursuant to clauses (ii), (v), (viii) and (xi) above; (xv) to reimburse the Holders of the Class A-5 Certificates, up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Class of Certificates; (xvi) to make distributions of interest to the Holders of the Class B-1 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; (xvii) after the Class Principal Balances of the Class A Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class B-1 Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of the Class B-1 Certificates and (B) the excess, if any, of the Principal Distribution Amount for such Distribution Date over the amounts, if any, distributed on such Distribution Date pursuant to clauses (ii), (v), (viii), (xi), and (xiv) above; (xviii) to reimburse the Holders of the Class B-1 Certificates, up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Class of Certificates; (xix) to make distributions of interest to the Holders of the Class B-2 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; (xx) after the Class Principal Balances of the Class A and Class B-1 Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class B-2 Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of the Class B-2 Certificates and (B) the excess, if any, of the Principal Distribution Amount for such Distribution Date over the amounts, if any, distributed on such Distribution Date pursuant to clauses (ii), (v), (viii), (xi), (xiv), and (xvii) above; (xxi) to reimburse the Holders of the Class B-2 Certificates, up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Class of Certificates; (xxii) to make distributions of interest to the Holders of the Class B-3 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; (xxiii) after the Class Principal Balances of the Class A-V , Class B-1 and Class B-2 Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class B-3 Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of the Class B-3 Certificates and (B) the excess, if any, of the Principal Distribution Amount for such Distribution DateDate over the amounts, plus any Accrued if any, distributed on such Distribution Date pursuant to clauses (ii), (v), (viii), (xi), (xiv), (xvii) and (xx) above; (xxiv) to reimburse the Holders of the Class B-3 Certificates, up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Class of Certificates; (xxv) to make distributions of interest to the Holders of the Class B-4 Certificates, up to an amount equal to all Distributable Certificate Interest thereon remaining unpaid from any previous in respect of such Class of Certificates for such Distribution Date except as provided in and, to the last paragraph of this Section 4.02(a) (the "Senior Interest extent not previously paid, for all prior Distribution Amount"); andDates; (iixxvi) (X) to after the Class Principal Balances of the Class A-P , Class B-1, Class B-2 and Class B-3 Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class B-4 Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of the Class B-4 Certificates and (B) the excess, if any, of the Principal Distribution Amount for such Distribution Date over the amounts, if any, distributed on such Distribution Date pursuant to clauses (ii), (v), (viii), (xi), (xiv), (xvii), (xx) and (xxiii) above; (xxvii) to reimburse the Holders of the Class B-4 Certificates, up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Class of Certificates; (xxviii) to make distributions of interest to the Holders of the Class B-5 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; (xxix) after the Class Principal Balances of the Class A-P , Class B-1, Class B-2, Class B-3 and Class B-4 Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class B-5 Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of the Class B-5 Certificates and (B) the excess, if any, of the Principal Distribution Amount for such Distribution Date over the amounts, if any, distributed on such Distribution Date pursuant to clauses (as defined ii), (v), (viii), (xi), (xiv), (xvii), (xx), (xxiii), and (xxvi) above; (xxx) to reimburse the Holders of the Class B-5 Certificates, up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Class of Certificates; (xxxi) to make distributions of interest to the Holders of the Class B-6 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; (xxxii) after the Class Principal Balances of the Class A, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class B-6 Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of the Class B-6 Certificates and (B) the excess, if any, of the Principal Distribution Amount for such Distribution Date over the amounts, if any, distributed on such Distribution Date pursuant to clauses (ii), (v), (viii), (xi), (xiv), (xvii), (xx), (xxiii), (xxvi) and (xxix) above; (xxxiii) to reimburse the Holders of the Class B-6 Certificates, up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Class of Certificates; (xxxiv) to make distributions of interest to the Holders of the Class B-7 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; (xxxv) after the Class Principal Balances of the Class A, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class B-7 Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of the Class B-7 Certificates and (B) the excess, if any, of the Principal Distribution Amount for such Distribution Date over the amounts, if any, distributed on such Distribution Date pursuant to clauses (ii), (v), (viii), (xi), (xiv), (xvii), (xx), (xxiii), (xxvi), (xxix), and (xxxii) above; (xxxvi) to reimburse the Holders of the Class B-7 Certificates, up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Class of Certificates; (xxxvii) to make distributions of interest to the Holders of the Class B-8 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; (xxxviii) after the Class Principal Balances of the Class A, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class B-8 Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of the Class B-8 Certificates and (B) the excess, if any, of the Principal Distribution Amount for such Distribution Date over the amounts, if any, distributed on such Distribution Date pursuant to clauses (ii), (v), (viii), (xi), (xiv), (xvii), (xx), (xxiii), (xxvi), (xxix), (xxxii), and (xxxv) above; (xxxix) to reimburse the Holders of the Class B-8 Certificates, up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Class of Certificates; (xl) to make distributions of interest to the Holders of the Class C 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; (xli) after the Class Principal Balances of the Class A and Class B Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class C Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of the Class C Certificates and (B) the excess, if any, of the Principal Distribution Amount for such Distribution Date over the amounts, if any, distributed on such Distribution Date pursuant to clauses (ii), (v), (viii), (xi), (xiv), (xvii), (xx), (xxiii), (xxvi), (xxix), (xxxii), (xxxv) and (xxxviii) above; (xlii) to reimburse the Holders of the Class C Certificates, up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Class of Certificates; (xliii) to make distributions of interest to the Holders of the Class D 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; (xliv) after the Class Principal Balances of the Class A, Class B and Class C Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class D Certificates up to an amount equal to the lesser of (A) the then outstanding Class D Certificates and (B) the excess, if any, of the Principal Distribution Amount for such Distribution Date over the amounts, if any, distributed on such Distribution Date pursuant to clauses (ii),(v), (viii), (xi), (xiv), (xvii), (xx), (xxiii), (xxvi), (xxix), (xxxii), (xxxv) and (xxxviii), above; (xlv) to reimburse the Holders of the Class D Certificates, up to an amount equal to all Unreimbursed Principal Balance Reductions, if any, previously incurred with respect to such Class of Certificates; (xlvi) to make distributions to the Holders of the Class R-III Certificates, up to an amount equal to the excess, if any, of (A) the aggregate distributions deemed made in respect of the REMIC II Regular Interests on such Distribution Date pursuant to Section 4.02(b)(i4.01(i), over (B) herein); andthe aggregate distributions made in respect of the Regular Interest Certificates on such Distribution Date pursuant to claus

Distributions. (a) On each Distribution Date, the Paying Agent shall (except as otherwise provided in Section 9.01), based on information provided by the Master Servicer and the Special Servicer, apply amounts on deposit in the Distribution Account, after payment of amounts payable from the Distribution Account in accordance with Section 3.05(b)(ii) through (vii), for the following purposes and in the following order of priority, in each case to the extent of the remaining portion of the Available Distribution Amount: (i) to distributions of interest to the Holders of the Senior Certificates in an amount equal to, and pro rata in accordance with, all Distributable Certificate Interest in respect of each Class of Senior Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (ii) to distributions of principal to the Holders of the Class A-1 Certificates, in 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 Principal Distribution Amount for such Distribution Date; (iii) after the Class Principal Balance of the Class A-1 Certificates has been reduced to zero, to distributions of principal to the Holders of the Class A-2 Certificates, in 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 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 clause (ii) above); (iv) to distributions to the Holders of the Class A-1 Certificates and the Holders of the Class A-2 Certificates, pro rata in accordance with, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to each such Class of Certificates and not previously reimbursed; (v) to distributions of interest to the Holders of the Class B 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; (vi) after the Class Principal Balances of the Class A-1 Certificates and the Class A-2 Certificates have been reduced to zero, to distributions of principal to the Holders of the Class B Certificates, in an amount (not to exceed 122 the Class Principal Balance of the Class B Certificates outstanding immediately prior to such Distribution Date) equal to the entire 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 Certificates pursuant to any prior clause of this Section 4.01(a)); (vii) to distributions to the Holders of the Class B Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class B Certificates and not previously reimbursed; (viii) to distributions of interest to the Holders of the Class C 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; (ix) after the Class Principal Balance of the Class B Certificates has been reduced to zero, to distributions of principal to the Holders of the Class C Certificates, in 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 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 Certificates pursuant to any prior clause of this Section 4.01(a)); (x) to distributions to the Master Servicer on behalf Holders of the Trustee or Class C Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class C Certificates and not previously reimbursed; (yxi) to distributions of interest to the Holders of the Class D Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class D Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xii) after the Class Principal Balance of the Class C Certificates has been reduced to zero, to distributions of principal to the Holders of the Class D Certificates, in an amount (not to exceed the Class Principal Balance of the Class D Certificates outstanding immediately prior to such Distribution Date) equal to the entire 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 Certificates pursuant to any prior clause of this Section 4.01(a)); (xiii) to distributions to the Holders of the Class D Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional 123 Trust Fund Expenses, if any, previously allocated to the Class D Certificates and not previously reimbursed; (xiv) to distributions of interest to the Holders of the Class E Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class E Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xv) after the Class Principal Balance of the Class D Certificates has been reduced to zero, to distributions of principal to the Holders of the Class E Certificates, in an amount (not to exceed the Class Principal Balance of the Class E Certificates outstanding immediately prior to such Distribution Date) equal to the entire 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 Certificates pursuant to any prior clause of this Section 4.01(a)); (xvi) to distributions to the Holders of the Class E Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class E Certificates and not previously reimbursed; (xvii) to distributions of interest to the Holders of the Class IO-2 Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class IO-2 Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xviii) to distributions of interest to the Holders of the Class F Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class F Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xix) after the Class Principal Balance of the Class E Certificates has been reduced to zero, to distributions of principal to the Holders of the Class F Certificates, in 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 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 Certificates pursuant to any prior clause of this Section 4.01(a)); (xx) to distributions to the Holders of the Class F Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class F Certificates and not previously reimbursed; 124 (xxi) to distributions of interest to the Holders of the Class G Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class G Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xxii) after the Class Principal Balance of the Class F Certificates has been reduced to zero, to distributions of principal to the Holders of the Class G Certificates, in an amount (not to exceed the Class Principal Balance of the Class G Certificates outstanding immediately prior to such Distribution Date) equal to the entire 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 Certificates pursuant to any prior clause of this Section 4.01(a)); (xxiii) to distributions to the Holders of the Class G Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class G Certificates and not previously reimbursed; (xxiv) to distributions of interest to the Holders of Class H Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class H Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xxv) after the Class Principal Balance of the Class G Certificates has been reduced to zero, to distributions of principal to the Holders of the Class H Certificates, in 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 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 Certificates pursuant to any prior clause of this Section 4.01(a)); (xxvi) to distributions to the Holders of the Class H Certificates in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and not previously reimbursed; (xxvii) on and after the Transition Date, to make distributions to the Holders of the Class R-IV Certificates, in an amount equal to the excess, if any, of (A) the aggregate distributions deemed made in respect of the REMIC III Regular Interests on such Distribution Date pursuant to Section 4.01(j), over (B) the aggregate distributions deemed made in respect of the Regular Certificates on such Distribution Date pursuant to clauses (i) through (xxvi) above; 125 (xxviii) to make distributions to the Holders of the Class R-III Certificates, in an amount equal to the excess, if any, of (A) the aggregate distributions deemed made in respect of the REMIC II Regular Interests on such Distribution Date pursuant to Section 4.01(h), over (B) the aggregate distributions deemed made in respect of the REMIC III Regular Interests on such Distribution Date pursuant to Section 4.01(h); (xxix) to make distributions to the Holders of the Class R-II Certificates, up to an amount equal to the excess, if any, of (A) the aggregate distributions deemed made in respect of the REMIC I Regular Interests on such Distribution Date pursuant to Section 4.01(k), over (B) the aggregate distributions deemed made in respect of the REMIC II Regular Interests on such Distribution Date pursuant to Section 4.01(h); (xxx) to distributions to the Holders of the Class R-I Certificates, in an amount equal to the balance, if any, of the Available Distribution Amount for such Distribution Date remaining after the distributions to be made on such Distribution Date pursuant to clauses (i) through (xxix) above; provided that on each Distribution Date after the aggregate of Class Principal Balances of each Class of Subordinated Certificates (other than the Class IO-2 Certificates) has been reduced to zero, the payments of principal to be made as contemplated by clauses (ii) and (iii) above with respect to the Class A Certificates will be made to the Holders of the respective Classes of such Class A Certificates up to an amount equal to, and pro rata as among such Classes in accordance with, the respective then outstanding Class Principal Balances of such Classes of Certificates and without regard to the Principal Distribution Amount for such Distribution Date. Distributions in reimbursement of Realized Losses and Additional Trust Fund Expenses previously allocated to a Class of Certificates shall not constitute distributions of principal and shall not result in reduction of the related Class Principal Balance. All distributions of interest made in respect of the Class IO-1 Certificates on any Distribution Date pursuant to clause (i) above, shall be deemed to have been made in respect of all the Components of such Class, pro rata in accordance with the respective amounts of Distributable Certificate Interest that would be payable on such Components on such Distribution Date if each such Component were treated as a separate Class of Regular Certificates. (b) On each Distribution Date, the Paying Agent appointed by shall withdraw from the Trustee, Distribution Account any amounts that represent Prepayment Premiums and/or Yield Maintenance Charges actually collected on the Mortgage Loans and any REO Loans during the related Collection Period and shall distribute each such Prepayment Premium and/or Yield Maintenance Premium, as additional interest, as follows: (i) first, to the Master Servicer, in Holders of the case respective Classes of a distribution Sequential Pay Certificates (other than any Excluded Class thereof) entitled to distributions of principal pursuant to Section 4.02(a)(iii4.01(a) on such Distribution Date, up to an 126 amount equal to, and pro rata based on, the Additional Yield Amounts for each such Class of Certificates for such Distribution Date; and (ii) second, to the Holders of the Class IO-1 Certificates, to the extent of any remaining portion of such Prepayment Premium and/or Yield Maintenance Charge (distributions pursuant to this clause (ii) to be deemed allocable among the respective Components of the Class IO-1 Certificates on a pro rata basis in accordance with the respective amounts of Accrued Component Interest in respect of such Components for the subject Distribution Date). (c) All distributions made with respect to each Class on each Distribution Date shall be allocated pro rata among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise provided below, the amount required all such distributions with respect to each Class on each Distribution Date shall be distributed made to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder Certificateholders of the respective Class of record at the close of business on the next preceding related Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) in and shall be made by wire transfer of immediately available funds (by wire transfer or otherwise) to the account of any such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register. The final distribution on each Certificate (determined, in the case of a Sequential Pay Certificate, without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Certificate) will be made in a like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Prior to any termination of the Trust Fund pursuant to Section 9.01, any distribution that is to be made with respect to a Certificate in reimbursement of a Realized Loss or Additional Trust Fund Expense previously allocated thereto, which reimbursement is to occur after the date on which such Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Certificateholder that surrendered such Certificate as such address last appeared in the Certificate Register or to any other address of which the Paying Agent was subsequently notified the Master Servicer or in writing. If such check is returned to the Paying Agent, as the case may be, or (2) if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record DateAgent, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register, such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates)directly or through an agent, shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by take such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); andre

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c), (e) and (k) below), in each case to the extent of the related or specified Available Distribution Amount:Amount remaining in the case of clauses (i) through (iii), and to the extent of the Available Distribution Amount for each Loan Group, in the case of clauses (iv) through (xvii): (i) (W) from the Available Distribution Amount related to the Senior Certificates (other than Loan Group I, to the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Class A-I Certificateholders Accrued Certificate Interest on such Classes Class of Certificates for such Distribution Date (or Subclasses, if any, with respect to the extent such Accrued Certificate Interest does not constitute the Class A-V Certificates) for such I-2 Accrual Distribution DateAmount), plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and;

Distributions. (a) On each applicable Distribution Date (x) the Master Servicer on behalf of Date, the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 apply Available Funds in the Certificate Register, such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, Account as follows in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amountpriority: (i) the Trustee will pay the interest portion of Available Funds: (1) first, to the Senior Certificates Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by Certificateholders representing 100% of the Voting Rights with respect thereto; (other than 2) second, to the Principal Only holders of the Class A-1 Certificates) on a pro rata basis based on Accrued Certificate Interest payable , interest accrued and unpaid on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates Class; and (or Subclasses, if any, with respect to the Class A-V Certificates3) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount")[reserved]; and (ii) the Trustee will pay the principal portion of Available Funds: (X1) 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 Certificateholders representing 100% of the Voting Rights with respect thereto; and (2) second, to the holders of the Class A-P A-1 Certificates until the Certificate Principal Amount thereof has been reduced to zero. (b) Notwithstanding any other provision hereof (other than Section 3(c)) if the Underlying Securities are redeemed, prepaid or liquidated in whole or in part for any reason (including, without limitation, an Event of Default) other than at their maturity, the Trustee shall apply Available Funds on the related Distribution Date (or Special Distribution Date, if applicable) in the same order of priority as is set forth in Section 5(a). In the event of any payment on any such date of less than all of the outstanding Class A-1 Certificates, the Class AA-1 Certificates to be retired will be selected by the Trustee or DTC by lot. (c) Notwithstanding any other provision hereof, in the event of the occurrence of (i) a payment default on the Underlying Securities or (ii) an acceleration of the date of maturity of the Underlying Securities in connection with a default thereon, the holders of the Certificates representing a majority of the Voting Rights on the Class A-1 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 deemed to qualify as leading dealers: (1) Credit Suisse First Boston Corporation, (2) ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., (3) ▇▇▇▇▇▇ Brothers Inc., (4) ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, (5) Bear, ▇▇▇▇▇▇▇ & Co. Inc., and (6) ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. The Trustee shall not be 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 Certificateholders no later than two Business Days after the receipt of immediately available funds in accordance with Section 5(b) hereof. (d) In the event that the Trustee receives non-P Principal 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 which are not then held by DTC or any other 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 moneys or other property, the Trustee will allocate and distribute such property to the holders of Class A-1 Certificates then outstanding and unpaid, (after deducting the costs incurred in connection therewith) in accordance with the priorities of distribution established pursuant to Section 5(a) 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 will be deemed to reduce the principal amount of Certificates on a dollar-for-dollar basis. (e) Subject to Section 9(f) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Class A-1 Certificates on any Distribution Amount Date, any shortfall will be carried over and will be distributed on the next Distribution Date (as defined or date referred to in Section 4.02(b)(i5(f) herein)hereof) on which sufficient funds are available on the Available Funds to pay such shortfall. (f) If a payment with respect to the 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; andprovided, 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. (g) [Reserved]. (h) Notwithstanding Section 3.12 of the Standard Terms, if the Underlying Securities Guarantor ceases to file periodic reports as required under the Exchange Act, the Depositor shall within 5 Business Days instruct the Trustee to sell the Underlying Securities and distribute the proceeds of such sale to the Certificateholders in accordance with the order of priority set forth in Section 5(a) provided, however, the Depositor shall not instruct the Trustee to distribute or sell the Underlying Securities pursuant to this clause unless the Underlying Securities Guarantor 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.

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c), (e) and (i) below), in each case to the extent of the related or specified Available Distribution Amount:Amount remaining in the case of clauses (i) through (iii), and to the extent of the remaining Available Distribution Amounts from all Loan Groups, in the case of clauses (iv) through (xvii): (i) (X) from the Available Distribution Amount related to the Senior Loan Group I, to the Class I-A Certificates (other than the Principal Only and Class R Certificates) , on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee (or (y) the Paying Agent appointed by the Trustee, ) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution AmountAmount remaining: (i) to the Senior Certificates (other than the Principal Only Certificates) Class A-P Certificates and prior to the Accretion Termination Date, the Accrual Certificates to the extent of the Accrual Distribution Amount), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (XW) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balance of such Senior Certificates); and;

Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), ) either (1) 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 (2) 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, Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution AmountAmount remaining: (i) to the Senior Certificates (other than the Principal Only Certificates) Class A-P Certificates and prior to the related Accretion Termination Date, the related Accrual Certificates to the extent of the related Accrual Distribution Amount), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and; (ii) (XW) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) hereinapplied to reduce the Certificate Principal Balances of such Senior Certificates); and;

Distributions. (a) On each Distribution Date Date, (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute (I) to the Master ServicerServicer or a sub-servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Subsub-Servicer servicer pursuant to Section 4.02(a)(iii) below, and (II) to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates and, prior to the Accretion Termination Date for any Class of the Accrual Certificates, the related Class of Accrual Certificates) on a pro rata basis based on the Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution DateDate (provided that for the purpose of this Section 4.02(a)(i) the Available Funds Cap for the Class A-8 Certificates shall be 6.25%), plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date Date, except as provided in the last paragraph of this Section 4.02(a) (and, with respect to the "Senior Interest Distribution Amount"Support Certificates and Super Senior Certificates, except as provided in Section 4.02(c); and; (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein), until the Certificate Principal Balance of the Class A-P Certificates has been reduced to zero; and (1) the Accrual Distribution Amount shall be distributed concurrently as follows: (A) first, the Class A-7 Accrual Distribution Amount, to the Class A-5, Class A-6 and Class A-7 Certificates in the order of priority set forth in Sections 4.02(b)(ii)(C)(1)(ii) through 4.02(b)(ii)(C)(i)(v) below; and (B) second, the Class A-6 Accrual Distribution Amount, to the Class A-5 and Class A-6 Certificates, in the order of priority set forth in sections 4.02(b)(ii)(C)(1)(ii) and 4.02(b)(ii)(C)(1)(iii) below. (2) to the Senior Certificates (other than the Class A-P Certificates), in the priorities and amounts set forth in Sections 4.02(b)(ii) through 4.02(d), the sum of the following (applied to reduce the Certificate Principal Balances of such Senior Certificates, as applicable): (A) the Senior Percentage for such Distribution Date times the sum of the following: (1) the principal portion of each Monthly Payment due during the related Due Period on each Outstanding Mortgage Loan (other than the related Discount Fraction of the principal portion of such payment with respect to a Discount Mortgage Loan), whether or not received on or prior to the related Determination Date, minus the principal portion of any Debt Service Reduction (other than the related Discount Fraction of the principal portion of such Debt Service Reductions with respect to each Discount Mortgage Loan) which together with other Bankruptcy Losses exceeds the Bankruptcy Amount; (2) the Stated Principal Balance of any Mortgage Loan repurchased during the preceding calendar month (or deemed to have been so repurchased in accordance with Section 3.07(b) of the Standard Terms) pursuant to Sections 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04 during the preceding calendar month (other than the related Discount Fraction of such Stated Principal Balance or shortfall with respect to each Discount Mortgage Loan); and (3) the principal portion of all other unscheduled collections (other than Principal Prepayments in Full and Curtailments and amounts received in connection with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section 4.02(a)(ii)(Y)(2)(B) of this Series Supplement, including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) including Subsequent Recoveries received during the preceding calendar month (or deemed to have been so received in accordance with Section 3.07(b) of the Standard Terms) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms (other than the related Discount Fraction of the principal portion of such unscheduled collections, with respect to each Discount Mortgage Loan); (B) with respect to each Mortgage Loan for which a Cash Liquidation or a REO Disposition occurred during the preceding calendar month (or was deemed to have occurred during such period in accordance with Section 3.07(b) of the Standard Terms) and did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (a) the Senior Percentage for such Distribution Date times the Stated Principal Balance of such Mortgage Loan (other than the related Discount Fraction of such Stated Principal Balance, with respect to each Discount Mortgage Loan) and (b) the Senior Accelerated Distribution Percentage for such Distribution Date times the related unscheduled collections (including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms (in each case other than the portion of such unscheduled collections, with respect to a Discount Mortgage Loan, included in Section 4.02(b)(i)(C) of this Series Supplement); (C) the Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments, with respect to each Discount Mortgage Loan); (D) any Excess Subordinate Principal Amount for such Distribution Date; (E) any amounts described in subsection (ii)(Y), clauses (A), (B) and (C) of this Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after application of amounts previously distributed pursuant to this clause (E) to the extent that such amounts are not attributable to Realized Losses which have been allocated to the Subordinate Certificates; minus (F) the Capitalization Reimbursement Amount for such Distribution Date, other than the related Discount Fraction of any portion of that amount related to each Discount Mortgage Loan, multiplied by a fraction, the numerator of which is the Senior Principal Distribution Amount, without giving effect to this clause (F), and the denominator of which is the sum of the principal distribution amounts for all Classes of Certificates other than the Class A-P Certificates, without giving effect to any reductions for the Capitalization Reimbursement Amount; (iii) if the Certificate Principal Balances of the Subordinate Certificates have not been reduced to zero, to the Master Servicer or a Sub-Servicer, by remitting for deposit to the Custodial Account, to the extent of and in reimbursement for any Advances or Sub-Servicer Advances previously made with respect to any Mortgage Loan or REO Property which remain unreimbursed in whole or in part following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property, minus any such Advances that were made with respect to delinquencies that ultimately constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses; (iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (v) to the Holders of the Class M-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-1 Certificates; (vi) to the Holders of the Class M-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (vii) to the Holders of the Class M-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-2 Certificates; (viii) to the Holders of the Class M-3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (ix) to the Holders of the Class M-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-3 Certificates; (x) to the Holders of the Class B-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xi) to the Holders of the Class B-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-1 Certificates; (xii) to the Holders of the Class B-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xiii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02 (a) (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-2 Certificates; (xiv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Section 4.02(a)(xv) of this Series Supplement are insufficient therefor; (xv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, applied in reduction of the Certificate Principal Balance of the Class B-3 Certificates; (xvi) to the Senior Certificates, in the priority set forth in Section 4.02(b) of this Series Supplement, the portion, if any, of the Available Distribution Amount remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to each Class of Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the Available Distribution Amount remaining after the Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Subordinate Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Subordinate Certificates; and (xvii) to the Class R-II Certificates, the balance, if any, of the Available Distribution Amount. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the Subordinate Certificates are no longer outstanding, the Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that (1) a shortfall in the amounts available to pay Accrued Certificate Interest on any Class of Certificates results from an interest rate reduction in connection with a Servicing Modification, or (2) such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to the failure of the Master Servicer to make any required Advance, or the determination by the Master Servicer that any proposed Advance would be a Nonrecoverable Advance with respect to the related Mortgage Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed to the Certificateholders. (b) Distributions of principal on the Senior Certificates on each Distribution Date occurring prior to the Credit Support Depletion Date will be made as follows: (i) to the Class A-P Certificates, until the Certificate Principal Balance thereof is reduced to zer

Distributions. Distributions will be made in accordance with clauses (a) On through (e), as applicable (such applicable clause, the “Distribution Election”) (a) Unless any of clauses (b) through (e) is applicable, on each Distribution Date , the Trustee shall apply the Available Funds in the [Series [ ]] Certificate Account in the following order of priorities: (i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 7.06(b) of the Standard Terms and approved by 100% of the Certificateholders; (ii) [second, to the payment of the net amount (if any) payable by the Trust under the Swap Agreement; (iii) third,] pro rata to the [Class A] Certificateholders, the Interest Payment Amount [and the Class B Certificateholders, the Class B Payment]; (iv) fourth, pro rata to the [Class A] Certificateholders [and the Class B Certificateholders], any delayed interest payments on the Underlying Securities and any additional distributions owed and paid by the Underlying Securities Issuer as a result of a delay in the receipt by the Trustee of any interest payment on the Underlying Securities; (v) fifth, pro rata to the [Class A] Certificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (vi) sixth, to the extent there remain Available Funds in the [Series [ ]] Certificate Account, to the Trustee for any accrued and unpaid Ordinary Expenses or Extraordinary Expenses and then to any creditors of the Trust in satisfaction of liabilities thereto; and (vii) seventh, to the extent there remain Available Funds in the [Series [ ]] Certificate Account, to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or any of its Affiliates. Subject to Section 8(b) hereof, to the extent Available Funds are insufficient to make any required distributions due to [the Swap Counterparty or the] Certificates on any Distribution Date, any 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. Neither ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated nor any of its Affiliates will have any claim against the Trust pursuant to Section 4(a)(vii) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the [Series [ ]] Certificate Account on such Distribution Date. (b) On any Distribution Date occurring in connection with a Trust Wind-Up Event or Liquidation Event, in each case that is also a Counterparty Subordination Event, the Trustee shall apply the Available Funds (including the Redemption Amount from a partial redemption of the Underlying Securities) in the [Series [ ]] Certificate Account in the following order of priorities: (i) first, to the Trustee for Unpaid Expenses; (ii) second, pro rata to the [Class A] Certificateholders, the Interest Payment Amount [and the Class B Certificateholders, the Class B Payment]; (iii) third, pro rata to the [Class A] Certificateholders, a distribution of the stated principal amount of the [Class A] Certificates [and the Class B Certificateholders, the Class B Present Value Amount]; (iv) fourth, to the payment of all amounts payable by the Trust under the Swap Agreement; provided that if a Counterparty Subordination Event occurs and prior to final payment of the Certificates another Trust Wind-Up Event or Liquidation Event that is not a Counterparty Subordination Event, such as a failure to pay the accelerated amounts due on the underlying securities, has occurred, then the termination payment to the Swap Counterparty will not be subordinated in the payment priorities and will be paid to prior any payments on the Certificates; (v) fifth, if such Distribution Date is occurring in connection with a redemption of Underlying Securities, any remaining Redemption Amount to any Call Holder that has exercised its Call Rights proportionately to such Call Holder’s interest in the Certificates; and (vi) sixth, if such Distribution Date is occurring in connection with a redemption of Underlying Securities, any remaining Redemption Amount to the Swap Counterparty. (c) On any Distribution Date occurring in connection with a Trust Wind-Up Event or Liquidation Event, in each case that is not also either a Counterparty Subordination Event or a Failure to File Event, the Trustee shall apply the Available Funds in the [Series [ ]] Certificate Account in the following order of priorities: (i) first, to the Trustee for Unpaid Expenses; (ii) [second, to the payment of all amounts payable by the Trust under the Swap Agreement;] (iii) third, pro rata to the [Class A] Certificateholders, the Interest Payment Amount [and the Class B Certificateholders, the Class B Payment]; and (iv) fourth, pro rata to the [Class A] Certificateholders, a distribution of the aggregate stated amount of the [Class A] Certificates [and the Class B Certificateholders, the Class B Present Value Amount], to the extent available. (d) On any Distribution Date occurring in connection with a Failure to File Event, the Trustee shall apply the amounts available to: (i) first, to the Trustee for the the payment of any Unpaid Expenses; (ii) second, [to the payment of all amounts payable by the Trust under the Swap Agreement; and (iii) third,] [distribute (x) the Master Servicer on behalf a principal amount of the Trustee or remaining Affected Underlying Securities equal to the aggregate stated amount of the outstanding Class A Certificates and a pro rata portion of the Related Assets in accordance with the Class A Allocation to the Class A Certificateholders and (y) a pro rata portion of the Paying Agent appointed by Related Assets in accordance with the TrusteeClass B Allocation to the Class B Certificateholders]/[distribute the Underlying Securities and Related Assets to the Certificateholders pro rata] within three Business Days of receiving such notice. (e) On an Optional Exchange Date, the Trustee shall distribute to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or any of its Affiliates, other than the Master ServicerDepositor, in the case of a distribution or any other Person exercising an optional exchange pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) 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 Agent6 hereof, as the case may be, or (2) if such Certificateholder has not so notified Underlying Securities in accordance with Section 6 hereof and 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount Swap Termination Payment (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject paid to the provisions of Section 4.02(b) below), Trustee by the Swap Counterparty in each case to connection with the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); andOptional Exchange.

Distributions. (a) On each Distribution Date the Trustee shall (x) except as otherwise provided in Section 9.01), based on information provided by the Master Servicer on behalf of and the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Special Servicer, apply amounts on deposit in the case Distribution Account, after payment of a distribution amounts payable from the Distribution Account in accordance with Section 3.05(b)(ii) through (vii) and deemed distributions from REMIC I pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution4.01(h), either (1) 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 (2) 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 (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of for the following amounts, purposes and in the following order of priority (subject to the provisions of Section 4.02(b) below)priority, in each case to the extent of the remaining portion of the Loan Group 1 Available Distribution Amount or Loan Group 2 Available Distribution Amount, as applicable: (i) to distributions of interest to the Holders of the Senior Certificates (other than Class A-1A, Class XC and Class XP Certificates), from the Principal Only Certificates) on a Loan Group 1 Available Distribution Amount, in an amount equal to, and pro rata basis based on Accrued in accordance with, all Distributable Certificate Interest in respect of each such Class of Senior Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; and concurrently, to distributions of interest to the Holders of the Class A-1A Certificates, from the Loan Group 2 Available Distribution Amount in an amount equal to, all Distributable Certificate Interest in respect of such Class A-1A Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; and concurrently, to distributions of interest to the Holders of the Class XC and Class XP Certificates, from the Loan Group 1 Available Distribution Amount and/or the 189 Loan Group 2 Available Distribution Amount, in an amount equal to, and pro rata in accordance with, all Distributable Certificate Interest in respect of each such Class of Class X Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; provided, however, that if the Loan Group 1 Available Distribution Amount and/or the Loan Group 2 Available Distribution Amount is insufficient to pay in full the Distributable Certificate Interest provided above, payable in respect of any Class of Senior Certificates on such Distribution Date, then the entire Available Distribution Amount shall be applied 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 in accordance with, the Distributable Certificate Interest in respect of each such Class of Certificates with respect for such Distribution Date; (ii) to distributions of principal to the Holders of the Class A-1 Certificates, from the Loan Group 1 Available Distribution Amount, in 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 Loan Group 1 Principal Distribution Amount for such Distribution Date; and, Accrued Certificate Interest after the outstanding Class Principal Balance of the Class A-1A Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount remaining after payments to the Holders of the Class A-1A Certificates have been made on such Classes Distribution Date; (iii) after the Class Principal Balance of the Class A-1 Certificates has been reduced to zero, to distributions of principal, from the Loan Group 1 Available Distribution Amount, pro rata, to the Holders of the Class A-2 Certificates, in an amount (or Subclassesnot to exceed the Class Principal Balance of the Class A-2 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Loan Group 1 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 clause (ii) above; and, after the outstanding Class Principal Balance of the Class A-1A Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount remaining after payments to the Holders of the Class A-1A and Class A-1 Certificates have been made on such Distribution Date; (iv) after the Class Principal Balance of the Class A-2 Certificates has been reduced to zero, to distributions of principal, from the Loan Group 1 Available Distribution Amount, pro rata, to the Holders of the Class A-3 Certificates, in 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 Loan Group 1 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 and the Class A-2 Certificates pursuant to clauses (ii) and (iii) above; and, after the outstanding Class Principal Balance of the Class A-1A Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount remaining after payments to the Holders of the Class A-1A, Class A-1 and Class A-2 Certificates have been made on such Distribution Date; (v) after the Class Principal Balance of the Class A-3 Certificates has been reduced to zero, to distributions of principal, from the Loan Group 1 Available Distribution Amount, pro rata, to the Holders of the Class A-4 Certificates, in 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 Loan Group 1 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, the Class A-2 Certificates and the Class A-3 Certificates pursuant to clauses (ii), (iii) and (iv) above; and, after the outstanding Class Principal Balance of the Class A-1A Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount remaining after payments to the Holders of the Class A-1A, Class A-1, Class A-2 and Class A-3 Certificates have been made on such Distribution Date; (vi) to distributions of principal, from the Loan Group 2 Available Distribution Amount, pro rata, to the Holders of the Class A-1A Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-1A Certificates outstanding immediately prior to such Distribution Date) equal to the entire Loan Group 2 Principal Distribution Amount for such Distribution Date; and, after the outstanding Class Principal Balance of the Class A-4 Certificates has been reduced to zero, the Loan Group 1 Principal Distribution Amount remaining after payments to the Holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates have been made on such Distribution Date, until the Certificate Balance of the Class A-1A Certificates has been reduced to zero; (vii) to distributions to the Holders of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-1A Certificates, pro rata in accordance with, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, with previously allocated to each such Class of Certificates and not previously reimbursed; (viii) to distributions of interest to the Holders of the Class B 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; (ix) after the Class Principal Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-1A Certificates have been reduced to zero, to distributions of principal to the Holders of the Class B Certificates, in 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 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 Certificates pursuant to any prior clause of this Section 4.01(a)). (x) to distributions to the Holders of the Class B Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund 191 Expenses, if any, previously allocated to the Class A-V CertificatesB Certificates and not previously reimbursed; (xi) to distributions of interest to the Holders of the Class C 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; (xii) after the Class Principal Balance of the Class B Certificates has been reduced to zero, to distributions of principal to the Holders of the Class C Certificates, in an amount (not to exceed the Class Principal Balance of the Class C Certificates outstanding immediately prior to such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous ) equal to the entire Principal Distribution Amount for such Distribution Date except as provided in (net of any portion thereof distributed on such Distribution Date to the last paragraph Holders of any other Class of Certificates pursuant to any prior clause of this Section 4.02(a) (the "Senior Interest Distribution Amount"4.01(a); and); (iixiii) (X) to distributions to the Holders of the Class C Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class A-P C Certificates and not previously reimbursed; (xiv) to distributions of interest to the Holders of the Class D Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class A-P D Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xv) after the Class Principal Balance of the Class C Certificates has been reduced to zero, to distributions of principal to the Holders of the Class D Certificates, in an amount (not to exceed the Class Principal Balance of the Class D Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (as defined net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates pursuant to any prior clause of this Section 4.01(a)); (xvi) to distributions to the Holders of the Class D Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class D Certificates and not previously reimbursed; (xvii) to distributions of interest to the Holders of the Class E Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class E Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xviii) after the Class Principal Balance of the Class D Certificates has been reduced to zero, to distributions of principal to the Holders of the Class E Certificates, in an amount (not to exceed the Class Principal Balance of the Class E Certificates outstanding immediately prior to such Distribution Date) equal to the entire 192 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 Certificates pursuant to any prior clause of this Section 4.02(b)(i4.01(a)); (xix) hereinto distributions to the Holders of the Class E Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class E Certificates and not previously reimbursed; (xx) to distributions of interest to the Holders of the Class F Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class F Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xxi) after the Class Principal Balance of the Class E Certificates has been reduced to zero, to distributions of principal to the Holders of the Class F Certificates, in 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 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 Certificates pursuant to any prior clause of this Section 4.01(a); ); (xxii) to distributions to the Holders of the Class F Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class F Certificates and not previously reimbursed; (xxiii) to distributions of interest to the Holders of the Class G Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class G Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xxiv) after the Class Principal Balance of the Class F Certificates has been reduced to zero, to distributions of principal to the Holders of the Class G Certificates, in an amount (not to exceed the Class Principal Balance of the Class G Certificates outstanding immediately prior to such Distribution Date) equal to the entire 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 Certificates pursuant to any prior clause of this Section 4.01(a)); (xxv) to distributions to the Holders of the Class G Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class G Certificates and not previously reimbursed; (xxvi) to distributions of interest to the Holders of Class H Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class H 193 Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xxvii) after the Class Principal Balance of the Class G Certificates has been reduced to zero, to distributions of principal to the Holders of the Class H Certificates, in 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 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 Certificates pursuant to any prior clause of this Section 4.01(a)); (xxviii) to distributions to the Holders of the Class H Certificates in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and not previously reimbursed; (xxix) to distributions of interest to the Holders of the Class J Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class J Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xxx) after the Class Principal Balance of the Class H Certificates has been reduced to zero, to distributions of principal to the Holders of the Class J Certificates, in an amount (not to exceed the Class Principal Balance of the Class J Certificates outstanding immediately prior to such Distribution Date) equal to the entire 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 Certificates pursuant to any prior clause of this Section 4.01(a)); (xxxi) to distributions to the Holders of the Class J Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class J Certificates and not previously reimbursed; (xxxii) to distributions of interest to the Holders of the Class K Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class K Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xxxiii) after the Clas