Common use of Flow of Funds Clause in Contracts

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to any Insured Payments under the Fixed Rate Group ICertificate Insurance Policy, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(ii) with respect to the Fixed Rate Group I and the Fixed Rate Group I Monthly Remittance Amount remitted by the ServicerServicer and amounts transferred from the Pre-Funding Account applicable to the Fixed Rate Group and the Fixed Rate Group Capitalized Interest Requirement. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to any Insured Payments under the Adjustable Rate Group IICertificate Insurance Policy, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(ii) with respect to the Adjustable Rate Group II and the Adjustable Rate Group II Monthly Remittance Amount remitted by the ServicerServicer and amounts transferred from the Pre-Funding Account applicable to the Adjustable Rate Group and the Adjustable Rate Group Capitalized Interest Requirement. (b) On Subject to any superseding provisions of clause (c) below during the continuance of a Certificate Insurer Default, with respect to funds on deposit in the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers allocations (based solely on information provided by the Servicer in writing), disbursements and transfers for each Home Equity Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received Account, (A) the Trustee Fee shall be paid to the Trustee and (B) provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for each Home Equity Loan Group for such Payment Date shall be paid to the Certificate Insurer; (ii) second, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Home Equity Loan Group Iand Payment Date plus (y) any Subordination Reduction Amount with respect to such Home Equity Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Home Equity Loan Group and Payment Date) to the applicable Home Equity Loan Group in the following order of priority: 1. To (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the Trusteepayment of the related Class A Distribution Amount pursuant to clause (b)(iii) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Group (net of the related Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Premium Amount) and shall be paid as part of the Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the A Distribution DateAmount, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount first pursuant to clause C. (b)(iii)(A) below. B. With respect , and then pursuant to amounts in clause (b)(iii)(B) or (C) below (the Certificate Account received amount of such difference being the "Fixed Rate Group Available Funds Shortfall" with respect to the Fixed Rate Group II: 1. To and the Trustee, the Trustee Fee and any Transition Expenses for "Adjustable Rate Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received Available Funds Shortfall" with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Adjustable Rate Group);

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group I), (ii) on the first Payment Date, the Group I Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group I to be transferred on such Payment Date from the Capitalized Interest Account for the Payment Date, pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (iib) The Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group II), (ii) on the first Payment Date, the Group II Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group II to be transferred on such Payment Date pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (bc) On [Reserved]. (d) With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received with respect (A) to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently(B) commencing on the third Payment Date following the Startup Day and each Payment Date thereafter, to each Class of Group I Certificatesthe Certificate Insurer, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Premium Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II:, the Group II Premium Amount for such Payment Date; 1. To the Trustee(ii) second, on each Payment Date, the Trustee Fee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Transition Expenses for Subordination Reduction Amount with respect to such Mortgage Loan Group II. 2. Concurrently, and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Class Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group II Certificates, shall be allocated to the payment of the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. (iv) below on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Class A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Group I or the Group II Available Funds Shortfall" with respect to the related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group. C. With (iii) third, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (ii) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such Net Monthly Excess Cashflow is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Payment Date; (B) second, the Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; (C) third, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above and (ii) the excess of (a) the Group II Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account shall be allocated to the Group II Available Funds Cap Carry-Forward Amount Account. (D) fourth, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A), (B) and (C) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Certificates) then on deposit in the Certificate Account received with respect to the related Mortgage Loan Group, the Trustee shall distribute in the following order of priority: (A) from the amounts then on deposit in the Certificate Account with respect to Group I and Group II: 1. ConcurrentlyI, to the Senior Certificates Owners of the Class A-1 Certificates, the Class A-1 Current Interest thereon until the Class A-1 Certificate Termination Date; (B) from the amounts then on deposit in the Certificate Account with respect to Group I, to the Owners of the Class A-1 Certificates, the Group I Principal Distribution Amount until the Class A-1 Certificate Termination Date. (C) from the amounts then on deposit in the Certificate Account with respect to Group II, to the Owners of the Class A-2 Certificates, the Class A-2 Current Interest until the Class A-2 Certificate Termination Date; and (D) from the amounts then on deposit in the Certificate Account with respect to Group II, to the Owners of the Class A-2 Certificates, the Group II Principal Distribution Amount until the Class A-2 Certificate Termination Date; Notwithstanding anything to the contrary herein, the amounts described in Section 7.5(d)(iv)(A) and (C) shall be distributed prior to all other allocations, distributions and transfers described in Section 7.3 and 7.5 hereof (other than the amount described in Section 7.5(d)(i)). (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts then on deposit in the Certificate Account for both Certificate Mortgage Loan Groups, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (e) On each Payment Date the Trustee shall distribute to the Owners of the Class A-2 Certificates the amount, if any, then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account. (f) Notwithstanding clause (d)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class Monthly Interest Amount and any A Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallA Certificates.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I1, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I1, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I 1 and the Group I 1 Monthly Remittance Amount remitted by the Servicer; provided, that the Trustee then shall withdraw from the Certificate Account, any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (other than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) and distribute such amount to the Supplemental Interest Trustee for deposit in the Swap Account and distribution pursuant to Section 7.12. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II2, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II2, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II 2 and the Group II 2 Monthly Remittance Amount remitted by the Servicer; provided, that the Trustee then shall withdraw from the Certificate Account, any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (other than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) and distribute such amount to the Supplemental Interest Trustee for deposit in the Swap Account and distribution pursuant to Section 7.12. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) (other than any Prepayment Charges) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I1: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I.1. 2. Concurrently, to each Class of To the Group I 1 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II2: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II2. 2. Concurrently, to each Class of Group II 2 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II 2 Certificates on a pro rata basis based on each Group II 2 Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II 2 Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I 1 and Group II2: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (ia) The On each Distribution Date, the Trustee shall deposit retain in the Certificate Account without duplicationDistribution Account, upon receipt, with respect to Group Iand shall distribute, the proceeds of any liquidation Total Distribution Amount (net of the assets Trustee Fee, any Retained Interest and the Pool PMI Insurance Premiums, if any, (and related amounts, which will generally not exceed [0.01]% of the Trust insofar as monthly premium)) to Holders of the Certificates, in the amounts and priorities specified in this Section and shall allocate such assets relate to Group I, all remittances made amount to the Trustee pursuant to Sections 8.08(e)Interests issued in respect of REMIC [1], 8.09 REMIC [2] and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit REMIC [3] as set forth in the Certificate Account without duplication, upon receipt, with respect Preliminary Statement to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicerthis Agreement. (b) On each Distribution Date, the Trustee shall make distribute the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) Interest Remittance Amount for such date in the following order of priority, and : [to be provided as applicable] (c) On each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the TrusteeDistribution Date, the Trustee Fee shall distribute the Principal Distribution Amount in the following order of priority: [to be provided as applicable] (d) On each Distribution Date, the Trustee shall distribute the Excess Cashflow, together with (to the extent specified below) amounts received in respect of the Cap Agreement or received as proceeds from the sale of any Excess Cap Amount for such Distribution Date and amounts on deposit in the Reserve Fund, in the following order of priority: [to be provided as applicable] (e) On each Distribution Date, the Trustee shall distribute from amounts remaining in the Reserve Fund after application pursuant to Section 6.05(d) the amount of any Transition Expenses Loss Amount not distributed pursuant to Section 6.05(d)(iv), to the LIBOR Certificates, in reduction of their Class Principal Balances, in the order of priority specified in clauses (i) and (ii), as applicable, of Section 6.05(d). (f) On each Distribution Date, the Trustee shall distribute the Class [P] Distribution Amount for Group I.such date to the Class [P] Certificates. 2. Concurrently(g) On the Termination Date, the Trustee shall distribute to each Class of Group I Certificates, Certificates the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant amounts set forth in Section 10.02 hereof as follows: [to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.be provided as applicable]

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of To the Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account: (i) with respect to the Group I Mortgage Loans, without duplication, upon receipt, each Group I Monthly Remittance remitted by the Master Servicer or any Sub-Servicer, together with respect to Group I, any amounts received by the proceeds of any liquidation of Trustee in connection with the assets termination of the Trust insofar as such assets amounts relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer.Mortgage Loans; and (ii) The Trustee shall deposit in with respect to the Certificate Account Group II Mortgage Loans, without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the each Group II Monthly Remittance Amount remitted by the Master Servicer or any Sub-Servicer, together with any amounts received by the Trustee in connection with the termination of the Trust, insofar as such amounts relate to the Group II Mortgage Loans. (b) On each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by from the Servicer in writing), Group I Available Funds and from amounts deposited in the Certificate Account pursuant to subsection (a) Group II Available Funds in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, the Trustee shall pay first, to itself the related Trustee's Fee then due; (ii) [Reserved]; (iii) second, the Trustee shall allocate the following amounts in the following order of priority: (A) from the Available Funds then on deposit in the Certificate Account received with respect to Group I: 1. To the Trusteeeach Group, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, lesser of (x) the Available Funds with respect to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With and (y) the Insured Distribution Amount with respect to amounts such Group shall be allocated to the Class A Distribution Account with respect to such Group; (B) from the remaining Available Funds then on deposit in the Certificate Account received with respect to Group II: 1. To the Trusteeeach Group, the Trustee Fee lesser of (x) such remaining Available Funds, and any Transition Expenses for (y) the excess of (i) the Insured Distribution Amount with respect to the other Group II. 2. Concurrently, over (ii) the amount then on deposit in the Class A Distribution Account with respect to each Class of such Group II Certificates(such excess, the related "Insured Shortfall" with respect to such Group), shall be allocated to the Class Monthly Interest Amount and any related Class Interest Carryover Shortfall A Distribution Accounts for the Distribution Date, allocated among each such Class of Group II Certificates other Group; (C) (i) from the remaining Available Funds then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received with respect to each Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate GroupsInsurer, the related Class Monthly Interest lesser of (x) such remaining Available Funds with respect to each Group and (y) the Premium Amount and any related Class Interest Carryover Shortfall Reimbursement Amount then due to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Certificate Insurer;

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s 's Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each To the Class of Group II A-7 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (ia) The With respect to the Fixed Rate Group, the Trustee shall deposit in into the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, 8.09 and 8.10 with respect to Group I and the Fixed Rate Group I Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer.. 69 (iib) The With respect to the Adjustable Rate Group, the Trustee shall deposit in to the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group IIsuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group II and the Adjustable Rate Group II Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (bc) On With respect to the Distribution Account, on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Distribution Date, the Trustee shall allocate an amount equal to amounts in the Certificate Account received sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group Iand Distribution Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Distribution Date) with respect to such Mortgage Loan Group in the following order of priority: 1. To (A) first, such Total Monthly Excess Cashflow with respect to each Mortgage Loan Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clauses (iii)(C) or (iii)(D), as applicable, below on such Distribution Date with respect to the related Mortgage Loan Group in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (calculated for this purpose only by reference to clause (b) of the definition of the Fixed Rate Group Principal Distribution Amount or Adjustable Rate Group Principal Distribution Amount, as the case may be, and without any Subordination Increase Amount with respect to the related Mortgage Loan Group) for such Distribution Date exceeds (y) the Available Funds with respect to such Mortgage Loan Group for such Distribution Date (the amount of such difference being the "Fixed Rate Group Available Funds Shortfall" with respect to the Fixed Rate Group, and the "Adjustable Rate Group Available Funds Shortfall" with respect to the Adjustable Rate Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocation described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be disbursed to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group; (ii) second, on each Distribution Date, the Trustee shall apply the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Distribution Date remaining after the allocations described in clause (i) above (the "Net Monthly Excess Cashflow") for such Mortgage Loan Group and Distribution Date in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iii)(D) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Distribution Date; (B) second, any Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iii)(D) below, the Subordination Deficiency Amount, if any, with respect to the other Mortgage Loan Group; and (C) third, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above shall be paid to the Master Servicer to the extent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances; (iii) third, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts (including any related Insured Payment, the proceeds of which will be applied solely to the payment of the amount specified in clauses (C) and (D) below) then on deposit in the Distribution Account with respect to the related Mortgage Loan Group, the Trustee shall distribute: (A) to the Certificate Insurer, on each Distribution Date for the related Mortgage Loan Group, beginning with the Distribution Date which occurs in April 1998, the prorated Insurance Premium Amount determined by the relative Certificate Principal Balance of the related Classes of Class A Certificates for such Distribution Date; (B) to the Trustee, the Trustee Fee and any Transition Expenses for Fees with respect to such Mortgage Loan Group I.then due; 2. Concurrently, (C) to each the Owners of the Class A Certificates of Group I Certificatesthe related Mortgage Loan Group, the related Fixed Rate Group Current Interest or Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution DateA-6 Current Interest, allocated among each such Class of Group I Certificates as applicable, on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without any priority among such Class A Certificates, until the applicable Class A Certificate Termination Date; (D) to the Owners of the related Class of Class A Certificates, (I) the Fixed Rate Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. ConcurrentlyPrincipal Distribution Amount shall be distributed as follows: (a) first, to each Owners of Class A-5 Certificates, in an amount equal to the Class A-5 Lockout Distribution Amount, until the Class A-5 Termination Date, (b) second, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Termination Date, (c) third, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Termination Date, and (d) fourth, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Termination Date, (e) fifth, to the Owners of the Class A-4 Certificates until the Class A-4 Termination Date and (f) sixth, to the Owners of the Class A-5 Certificates until the Class A-5 Termination Date and (II) the Adjustable Rate Group II Principal Distribution Amount shall be distributed to the Owners of the Class A-6 Certificates until the Class A-6 Certificate Termination Date; (E) to the Owners of the Class A-6 Certificates, the Basis Risk Carryover Amount outstanding on such Distribution Date; (F) to the Owners of the related Class Monthly of Class A Certificates, any Net Prepayment Interest Amount and any related Shortfalls or the interest portion of reductions due to the Relief Act incurred by such Class Interest Carryover Shortfall for the of Certificates which remain outstanding on such Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Classes of Certificates; (G) to the Depositor and the Master Servicer to the extent of costs, expenses and liabilities incurred pursuant to Sections 6.12 and 8.05, respectively; (H) to the Owners of the Class R Certificates, any amounts remaining in the Distribution Account. 72 (d) Notwithstanding Section 7.03(c) above, on any Distribution Date during the continuance of any Certificate Insurer Default: (i) Any amounts otherwise payable to the Certificate Insurer as Insurance Premium Amounts or Reimbursement Amounts shall be retained in the Distribution Account as Total Available Funds; and (ii) If there is a Subordination Deficit for the Fixed Rate Group, then the Fixed Rate Group II Principal Distribution Amount for such Distribution Date shall be distributed pro rata to the Owners of any Outstanding Fixed Rate Certificates on such Distribution Date. (e) Notwithstanding clause (c)(iii) above, the aggregate amounts distributed on all Distribution Dates to the Owners of the Class A Certificates on account of principal pursuant to clause (c)(iii)(D) shall not exceed the original Certificate Principal Balance of the related Certificates. 3. The remaining amount pursuant (f) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Distribution Account and shall distribute such Insured Payments, or the proceeds thereof, (i) in the case of the Fixed Rate Certificates, through the Distribution Account to clause C. belowthe Owners of such Certificates and (ii) in the case of the Class A-6 Certificates, through the Distribution Account to the Owners of such Certificates. C. With respect (g) Anything herein to the contrary notwithstanding, any remaining amounts in the Certificate Account received payment with respect to Group I and Group II: 1. Concurrently, principal of or interest on any of the Class A Certificates which is made with moneys received pursuant to the Senior terms of a Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in both the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Master Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate Groupsagrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Master Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. In the event that the Owners of the Class A Certificates shall have received the full amount of the Class A Distribution Amount for such Distribution Date, the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(c)(i) hereof. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class Monthly Interest A Certificates as set forth in Section 7.03(c)(iii). It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to receive all or any portion of Reimbursement Amounts unless on such Distribution Date the Owners of the Class A Certificates shall also have received the full amount of the Class A Distribution Amount for such Distribution Date. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and any related all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class Interest Carryover Shortfall R Certificates to receive distributions in respect of the Class R Certificates, and all ownership interests of the Owners of the Class R Certificates in and to such distributions, shall be subject and subordinate to the extent preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class R Certificates in amounts deposited in the Accounts from time to time shall not paid vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class R Certificates shall not be required to refund any amount properly distributed on the Class R Certificates pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group I), (ii) on the first Payment Date, the Group I Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group I to be transferred on such Payment Date from the Capitalized Interest Account for the Payment Date, pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (iib) The Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group II), (ii) on the first Payment Date, the Group II Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group II to be transferred on such Payment Date pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (bc) On [Reserved]. (d) With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) FIRST, on each Payment Date from amounts then on deposit in the Certificate Account received with respect (A) to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently(B) commencing on the third Payment Date following the Startup Day and each Payment Date thereafter, to each Class of Group I Certificatesthe Certificate Insurer, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Premium Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II:, the Group II Premium Amount for such Payment Date; 1. To the Trustee(ii) SECOND, on each Payment Date, the Trustee Fee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Transition Expenses for Subordination Reduction Amount with respect to such Mortgage Loan Group II. 2. Concurrently, and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Class Mortgage Loan Group in the following order of priority: (A) FIRST, such Total Monthly Excess Cashflow with respect to each Group II Certificates, shall be allocated to the payment of the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. (iv) below on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Class A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Group I or the Group II Available Funds Shortfall" with respect to the related Mortgage Loan Group); (B) SECOND, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) THIRD, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) FOURTH, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group. C. With (iii) THIRD, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (ii) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such Net Monthly Excess Cashflow is required to be allocated in the following order of priority: (A) FIRST, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Payment Date; (B) SECOND, the Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; (C) THIRD, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above and (ii) the excess of (a) the Group II Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account shall be allocated to the Group II Available Funds Cap Carry-Forward Amount Account. (D) FOURTH, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A), (B) and (C) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date; (iv) FOURTH, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Certificates) then on deposit in the Certificate Account received with respect to the related Mortgage Loan Group, the Trustee shall distribute in the following order of priority: (A) from the amounts then on deposit in the Certificate Account with respect to Group I and Group II: 1. ConcurrentlyI, to the Senior Certificates Owners of the Class A-1 Certificates, the Class A-1 Current Interest thereon until the Class A-1 Certificate Termination Date; (B) from the amounts then on deposit in the Certificate Account with respect to Group I, to the Owners of the Class A-1 Certificates, the Group I Principal Distribution Amount until the Class A-1 Certificate Termination Date. (C) from the amounts then on deposit in the Certificate Account with respect to Group II, to the Owners of the Class A-2 Certificates, the Class A-2 Current Interest until the Class A-2 Certificate Termination Date; and (D) from the amounts then on deposit in the Certificate Account with respect to Group II, to the Owners of the Class A-2 Certificates, the Group II Principal Distribution Amount until the Class A-2 Certificate Termination Date; Notwithstanding anything to the contrary herein, the amounts described in Section 7.5(d)(iv)(A) and (C) shall be distributed prior to all other allocations, distributions and transfers described in Section 7.3 and 7.5 hereof (other than the amount described in Section 7.5(d)(i)). (v) FIFTH, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts then on deposit in the Certificate Account for both Certificate Mortgage Loan Groups, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (e) On each Payment Date the Trustee shall distribute to the Owners of the Class A-2 Certificates the amount, if any, then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account. (f) Notwithstanding clause (d)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class Monthly Interest Amount and any A Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallA Certificates.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group III, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group III, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group III and the Group III Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. D. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. To the Class AV-1 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date. 3. The remaining amount pursuant to clause D. below. C. With respect to amounts in the Certificate Account received with respect to Group III: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group III. 2. Concurrently, to each Class of Group II III Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II III Certificates on a pro rata basis based on each Group II III Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II III Certificates. 3. The remaining amount pursuant to clause C. D. below. C. D. With respect to any remaining amounts in the Certificate Account received with respect to Group I I, Group II and Group II: III: 1. Concurrently, to the Senior Certificates in both all three Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. A., B. and B. C. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall. 2. Sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 and Class B Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 3. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, concurrently as follows: (i) To the Group I Certificates, the Group I Principal Distribution Amount allocated in the following order of priority: (a) To the Class AF-6 Certificates, an amount equal to the Class AF-6 Lockout Distribution Amount; and (b) Sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, and Class AF-6 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. (ii) To the Class AV-1 Certificates, the Group II Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. (iii) To the Group III Certificates, the Group III Principal Distribution Amount, sequentially, to the Class AV-2, Class AV-3 and Class AV-4 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. Notwithstanding anything to the contrary in this Agreement, if on any Distribution Date, the aggregate Certificate Principal Balance of the Subordinate Certificates is equal to zero, then (i) the Group I Principal Distribution Amount shall be distributed to the Group I Certificates, pro rata, based on their respective Certificate Principal Balances and (ii) the Group III Principal Distribution Amount shall be distributed to the Group III Certificates, pro rata, based on their respective Certificate Principal Balances. 4. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 5. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class B Certificates, the Class B Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Offered Certificates, the Subordination Increase Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 3 through 11 of clause D. above. 13. To the Class M-1 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 14. To the Class M-2 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 15. To the Class M-3 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 16. To the Class M-4 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 17. To the Class M-5 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 18. To the Class M-6 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 19. To the Class M-7 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 20. To the Class B Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 21. To the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount, following any reduction thereof on account of distributions on that Distribution Date of amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b) and (b) the WAC Excess. 22. Concurrently (i) to the Group I Certificates, pro rata, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I, (ii) to the Class AV-1 Certificates, the Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II and (iii) to the Group III Certificates, pro rata, the Group III Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group III, in the case of clauses (ii) and (iii) above, to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 23. Sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class B Certificates, in that order, the related Subordinate Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund, in each case to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 24. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A.1, B.1 and C.1 above. 25. To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest. 26. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses D.21 through D.25 above. 27. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to this Section 7.03.

Flow of Funds. (ia) The With respect to the Fixed Rate Group, the Trustee shall deposit in to the Certificate Account Account, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, 8.09 and 8.10 with respect to Group I and the Fixed Rate Group I Monthly Remittance Amount remitted by the Servicer. (iib) The With respect to the Adjustable Rate Group, the Trustee shall deposit in to the Certificate Account without duplication, duplication upon receipt, with respect any Insured Payments relating to Group IIsuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group II and the Adjustable Rate Group II Monthly Remittance Amount remitted by the Servicer. (bc) On With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With (i) first, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Home Equity Loan Group and Payment Date (net of the related Premium Amount paid pursuant to clause (iii)(C) or (G) below, as applicable, and the Trustee Fee allocable to such Group then payable under clause (iv)(A) below) plus (y) any Subordination Reduction Amount with respect to such Home Equity Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Home Equity Loan Group and Payment Date) with respect to such Home Equity Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clauses (iii)(D) or (iii)(H), as applicable, below on such Payment Date with respect to the related Home Equity Loan Group in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (calculated for this purpose only by reference to clause (b) of the definition of the Fixed Rate Group Principal Distribution Amount or Adjustable Rate Group Principal Distribution Amount, as the case may be, and without any Subordination Increase Amount with respect to the related Group) for such Payment Date exceeds (y) the Available Funds with respect to such Home Equity Loan Group for such Payment Date (the amount of such difference being the "Fixed Rate Group Available Funds Shortfall" with respect to the Fixed Rate Group, and the "Adjustable Rate Group Available Funds Shortfall" with respect to the Adjustable Rate Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocation described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Home Equity Loan Group and to the payment of the related Class A Distribution Amount with respect to the other Home Equity Loan Groups pursuant to clause (iii) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Home Equity Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be disbursed to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Home Equity Loan Group. (ii) second, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group on a Payment Date remaining after the allocations described in clause (i) above (the "Net Monthly Excess Cashflow" for such Home Equity Loan Group and Payment Date) is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iii) below, any Subordination Deficiency Amount with respect to the related Home Equity Loan Group as of such Payment Date; (B) second, any Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iii) below, the Subordination Deficiency Amount, if any, with respect to the other Home Equity Loan Group; and (C) third, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances; (iii) third, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c) from amounts (including any related Insured Payment) then on deposit in the Certificate Account received with respect to Group I: 1. To the Trusteerelated Home Equity Loan Group, the Trustee Fee shall distribute: (A) with respect to the Fixed Rate Group, the Lower-Tier Fixed Rate Group Distribution Amount (including the proceeds of any Insured Payments made by the Certificate Insurer) as a distribution on the related Lower-Tier Interests to the Upper-Tier Fixed Rate Group Distribution Account; (B) from the Upper-Tier Fixed Rate Group Distribution Account to the Class A-1 Distribution Account, the Class A-1 Internal Interest Distribution Amount and any Transition Expenses for Group I. 2. Concurrentlyto the Owners of the Class A-2, to each Class of Group I A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9 and Class A-11IO Certificates, the related Class Monthly Current Interest Amount and any thereon until the related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates A Certificate Termination Date on a pro rata basis based on each without any priority among the Class A-1 Distribution Account and such Certificates; (C) from Total Monthly Excess Spread, the Premium Amount allocable to the Fixed Rate Group I Certificate’s for such Payment Date to the Certificate Insurer; (D) from the Upper-Tier Fixed Rate Group Distribution Account as a distribution of principal to the Class Monthly Interest A-1 Distribution Account and the Owners of the Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8 and Class A-9 Certificates, the Fixed Rate Group Principal Distribution Amount shall be distributed as follows (I) to the Owners of the Class A-9 Certificates an amount equal to the Class A-9 Lockout Distribution Amount and (II) the remainder as follows: (1) first, to the Class Interest Carryover Shortfall without priority among such Group I Certificates.A-1 Distribution Account until the Class A-1 Certificate Termination Date; (2) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Termination Date; (3. The remaining amount pursuant ) third, to clause C. below.the Owners of the Class A-3 Certificates until the Class A-3 Certificate Termination Date; B. With respect (4) fourth, to amounts in the Owners of the Class A-4 Certificates until the Class A-4 Certificate Account received Termination Date; (5) fifth, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Termination Date; (6) sixth, to the Owners of the Class A-6 Certificates until the Class A-6 Certificate Termination Date; (7) seventh, to the Owners of the Class A-7 Certificates until the Class A-7 Certificate Termination Date; (8) eighth, to the Owners of the Class A-8 Certificates until the Class A-8 Certificate Termination Date; and (9) ninth, to the Owners of the Class A-9 Certificates until the Class A-9 Certificate Termination Date; (E) with respect to Group II: 1. To the TrusteeAdjustable Rate Group, the Trustee Fee Lower-Tier Adjustable Rate Group Distribution Amount (including the proceeds of any Insured Payments made by the Certificate Insurer) as a distribution of the Lower-Tier A-10 Interest to the Upper-Tier Adjustable Rate Group Distribution Account; (F) from the Upper-Tier Adjustable Rate Group Distribution Account to the Owners of the Class A-10 Certificates and any Transition Expenses for Group II. 2. Concurrently, to each the Class of Group II A-12IO Certificates, the related Class Monthly Current Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates thereon on a pro rata basis based on each Group II Certificate’s without any priority among the Class Monthly Interest Amount A-10 Certificates and Class A-12IO Certificates; and (G) from Total Monthly Excess Spread, the Premium Amount allocable to the Adjustable Rate Group for such Payment Date to the Certificate Insurer; (H) from the Upper-Tier Adjustable Rate Group Distribution Account as a distribution of principal to the Owners of the Class A-10 Certificates, the Adjustable Rate Group Principal Distribution Amount; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts then on deposit in the Certificate Account, Upper-Tier Fixed Rate Group Distribution Account or the Upper-Tier Adjustable Rate Group Distribution Account, the Trustee shall distribute in the following order of priority; (A) to the Trustee from the Certificate Account, the Trustee Fees then due (plus any expenses owing to the Trustee pursuant to Section 3.02(e) of the Insurance Agreement); (B) to the Supplemental Interest Carryover Account, if necessary, the Supplemental Interest Shortfall without priority among such Group II Amount; and (C) to the Owners of the Class B-IO Certificates, the Class B-IO Distribution Amount. 3. The remaining amount pursuant (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts then on deposit in the Certificate Account, the Trustee shall distribute to clause C. belowthe Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. C. With respect (d) On any Payment Date during the continuance of any Certificate Insurer Default: (i) Any amounts otherwise payable to any remaining amounts the Certificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Certificate Account received as Total Available Funds; and (ii) If there is a Subordination Deficit, then the Class A Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any Outstanding Class A Certificates (other than the Class A-IO Certificates) on such Payment Date. (e) Notwithstanding clause (c)(iii) above, the aggregate amounts distributed on all Payment Dates to the Owners of the Class A Certificates on account of principal pursuant to clauses (c)(iii)(D) and (c)(iii)(H) shall not exceed the original Certificate Principal Balance of the related Certificates. (f) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof, (i) in the case of the Fixed Rate Group Certificates and the Class A-IO Certificates, through the Upper-Tier Fixed Rate Group Distribution Account to the Owners of such Certificates and (ii) in the case of the Class A-10 Certificates and Class A-12IO Certificates, through the Upper-Tier Adjustable Rate Group Distribution Account, to the Owners of such Certificates. (g) Anything herein to the contrary notwithstanding, any payment with respect to Group I and Group II: 1. Concurrently, principal of or interest on any of the Class A Certificates which is made with moneys received pursuant to the Senior terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in both the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate Groupsagrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass-Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Certificates shall also have received the full amount of the Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class Monthly Interest A Certificates as set forth in Section 7.03(c)(iii). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(c)(i) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and any related the Corpus, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class Interest Carryover Shortfall B-IO Certificates and the Class R Certificates to receive distributions in respect of the Class B-IO Certificates and the Class R Certificates, and all ownership interests of the Owners of the Class B-IO Certificates and the Class R Certificates in and to such distributions, shall be subject and subordinate to the extent preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class B-IO Certificates and the Class R Certificates in amounts deposited in the Accounts from time to time shall not paid vest unless and until such amounts are distributed in respect of the Class B-IO Certificates and the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class B-IO Certificates and the Class R Certificates shall not be required to refund any amount properly distributed on the Class B-IO Certificates and the Class R Certificates pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (i) The Trustee shall deposit in to the Certificate Account with respect to each Home Equity Loan Group, without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The On each Payment Date, the Trustee shall deposit in transfer the Lower-Tier Group I Distribution Amount from the Certificate Account without duplication, upon receipt, with respect to the Upper-Tier Group III Distribution Account. (iii) On each Payment Date, the proceeds of any liquidation of Trustee shall transfer the assets of Lower-Tier Group II Distribution Amount from the Trust insofar as such assets relate to Group II, all remittances made Certificate Account to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Upper-Tier Group II and the Group II Monthly Remittance Amount remitted by the ServicerDistribution Account. (b) On With respect to the Upper-Tier Group I Distribution Account on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by from the Servicer in writing), from amounts deposited in the Certificate Account Group I Interest Remittance Amount transferred thereto pursuant to subsection (a) a)(ii), in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocationsdisbursements have occurred: A. (i) First, to the Trustee, the portion of the Trustee Fee relating to Group I; (ii) Second, to the Owners of the Class A Certificates related to Group I (including the Class A-11IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Certificates without any priority among such Class A Certificates; provided, that if the Interest Amount Available is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Certificates related to Group I, the Group I Interest Amount Available will be distributed among the outstanding Classes of Class A Certificates related to Group I pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount; (iii) Third, to the extent of the Group I Interest Amount Available then remaining, to the Owners of the Class M-1F Certificates, the Class M-1F Current Interest; (iv) Fourth, to the extent of the Group I Interest Amount Available then remaining, to the Owners of the Class M-2F Certificates, the Class M-2F Current Interest; (v) Fifth, to the extent of the Group I Interest Amount Available then remaining, to the Owners of the Class B-1F Certificates, the Class B-1F Current Interest; and (vi) Sixth, the Group I Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03. (c) With respect to amounts the Upper-Tier Group II Distribution Account on each Payment Date, the Trustee shall make the following disbursements from the Group II Interest Remittance Amount transferred thereto pursuant to subsection (a)(ii), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) First, to the Trustee, the portion of the Trustee Fee relating to Group II; (ii) Second, to the Owners of the Class A-10 Certificates, the Class A-10 Current Interest plus the Class A-10 Interest Carry Forward Amount; (iii) Third, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class M-1A Certificates, the Class M-1A Current Interest; (iv) Fourth, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class M-2A Certificates, the Class M-2A Current Interest; (v) Fifth, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class B-1A Certificates, the Class B-1A Current Interest; and (vi) Sixth, the Group II Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (g) of this Section 7.03. (d) With respect to the Upper-Tier Group I Distribution Account, on each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal transferred thereto pursuant to subsection (a)(ii), in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) On each Payment Date (a) before the Stepdown Date or (b) with respect to which a Group I Trigger Event is in effect, Owners of the Class A Certificates related to Group I (other than the Class A-11IO Certificates) will be entitled to receive payment of 100% of the Group I Principal Distribution Amount as follows: (I) to the Owners of the Class A-9 Certificates, the Class A-9 Lockout Distribution Amount and (II) the remainder paid to the Owners of the Class A Certificates related to Group I (other than the Class A-11IO Certificates), as follows: first, to the Owners of the Class A-1 Certificates, until the Class A-1 Certificate Account received Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates, until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates, until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; sixth, to the Owners of the Class A-6 Certificates, until the Class A-6 Certificate Principal Balance is reduced to zero; seventh, to the Owners of the Class A-7 Certificates, until the Class A-7 Certificate Principal Balance is reduced to zero; eighth to the Owners of the Class A-8 Certificates, until the Class A-8 Certificate Principal Balance is reduced to zero; and, ninth, to the Owners of the Class A-9 Certificates, until the Class A-9 Certificate Principal Balance is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the sum of the Certificate Principal Balance of the Subordinate Certificates related to Group I and the Group I Overcollateralization Amount is zero, any amounts of principal payable to the Owners of the Class A Certificates related to Group I on such Payment Date shall be distributed pro rata. (ii) On each Payment Date (a) on or after the Group I Stepdown Date and (b) as long as a Group I Trigger Event is not in effect, the Owners of the Group I Certificates (other than the Class A-11IO Certificates) will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Group I Principal Distribution Amount as follows: (A) First, the lesser of (x) the Group I Principal Distribution Amount and (y) the Group I Class A Principal Distribution Amount shall be distributed (I) to the Owners of the Class A-9 Certificates, in an amount equal to the Class A-9 Lockout Distribution Amount and (II) the remainder paid to the Owners of the Class A Certificates related to Group I (other than the Class A-11IO Certificates) as follows: first, to the Owners of the Class A-1 Certificates, until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates, until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates, until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; sixth, to the Owners of the Class A-6 Certificates, until the Class A-6 Certificate Principal Balance is reduced to zero; seventh, to the Owners of the Class A-7 Certificates, until the Class A-7 Certificate Principal Balance is reduced to zero; eighth to the Owners of the Class A-8 Certificates, until the Class A-8 Certificate Principal Balance is reduced to zero; and, ninth, to the Owners of the Class A-9 Certificates, until the Class A-9 Certificate Principal Balance is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the sum of the Certificate Principal Balance of the Subordinate Certificates related to Group I and the Group I Overcollateralization Amount is zero, any amounts of principal payable to the Owners of the Class A Certificates related to Group I on such Payment Date shall be distributed pro rata. (B) Second, the lesser of (x) the excess of (i) the Group I Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Certificates related to Group I in clause (A) above and (y) the Class M-1F Principal Distribution Amount shall be distributed to the Owners of the Class M-1F Certificates, until the Class M-1F Certificate Principal Balance has been reduced to zero; (C) Third, the lesser of (x) the excess of (i) the Group I Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates related to Group I in clause (A) above and the amount distributed to the Owners of the Class M-1F Certificates in clause (B) above and (y) the Class M-2F Principal Distribution Amount shall be distributed to the Owners of the Class M-2F Certificates, until the Class M-2F Certificate Principal Balance has been reduced to zero; (D) Fourth, the lesser of (x) the excess of (i) the Group I Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates related to Group I pursuant to clause (A) above, the amount distributed to the Owners of the Class M-1F Certificates pursuant to clause (B) above and the amount distributed to the Owners of the Class M-2F Certificates pursuant to clause (C) above and (y) the Class B-1F Principal Distribution Amount shall be delivered to the Owners of the Class B-1F Certificates, until the Class B-1F Certificate Principal Balance has been reduced to zero; and (E) Fifth, any portion of the Group I Principal Remittance Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) above shall be distributed as provided in subsection (f) of this Section 7.03. (e) With respect to the Upper-Tier Group II Distribution Account, on each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal transferred thereto pursuant to subsection (a)(iii), in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) On each Payment Date (a) before the Stepdown Date or (b) with respect to which a Group II Trigger Event is in effect, Owners of the Class A-10 Certificates will be entitled to receive payment of 100% of the Group II Principal Distribution Amount. (ii) On each Payment Date (a) on or after the Group II Stepdown Date and (b) as long as a Group II Trigger Event is not in effect, the Owners of the Group II Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Group II Principal Distribution Amount as follows: (A) First, the lesser of (x) the Group II Principal Distribution Amount and (y) the Group II Class A Principal Distribution Amount shall be distributed to the Owners of the Class A-10 Certificates; (B) Second, the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A-10 Certificates in clause (A) above and (y) the Class M-1A Principal Distribution Amount shall be distributed to the Owners of the Class M-1A Certificates, until the Class M-1A Certificate Principal Balance has been reduced to zero; (C) Third, the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A-10 Certificates in clause (A) above and the amount distributed to the Owners of the Class M-1A Certificates in clause (B) above and (y) the Class M-2A Principal Distribution Amount shall be distributed to the Owners of the Class M-2A Certificates, until the Class M-2A Certificate Principal Balance has been reduced to zero; (D) Fourth, the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A-10 Certificates pursuant to clause (A) above, the amount distributed to the Owners of the Class M-1A Certificates pursuant to clause (B) above and the amount distributed to the Owners of the Class M-2A Certificates pursuant to clause (C) above and (y) the Class B-1A Principal Distribution Amount shall be delivered to the Owners of the Class B-1A Certificates, until the Class B-1A Certificate Principal Balance has been reduced to zero; and (E) Fifth, any portion of the Group II Principal Remittance Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) above shall be distributed as provided in subsection (g) of this Section 7.03. (f) On any Payment Date, the Group I Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date: (1) to fund the Class A Interest Carry Forward Amount, if any, with respect to Group I; (2) to fund the Group I Extra Principal Distribution Amount for such Payment Date; (3) to fund the Class M-1F Interest Carry Forward Amount, if any; (4) to fund the Class M-1F Realized Loss Amortization Amount for such Payment Date; (5) to fund the Class M-2F Interest Carry Forward Amount, if any; (6) to fund the Class M-2F Realized Loss Amortization Amount for such Payment Date; (7) to fund the Class B-1F Interest Carry Forward Amount, if any; (8) to fund the Class B-1F Realized Loss Amortization Amount for such Payment Date; (9) to fund any amounts listed in clauses (1) through (8) of Section 7.03(g) to the extent such amounts have not been funded in full through the application of Group II Monthly Excess Cashflow Amounts; and (10) as provided in Section 7.03(h) hereof. (g) On any Payment Date, the Group II Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date: (1. To ) to fund the TrusteeClass A-10 Interest Carry Forward Amount, if any; (2) to fund the Group II Extra Principal Distribution Amount for such Payment Date; (3) to fund the Class M-1A Interest Carry Forward Amount, if any; (4) to fund the Class M-1A Realized Loss Amortization Amount for such Payment Date; (5) to fund the Class M-2A Interest Carry Forward Amount, if any; (6) to fund the Class M-2A Realized Loss Amortization Amount for such Payment Date; (7) to fund the Class B-1A Interest Carry Forward Amount, if any; (8) to fund the Class B-1A Realized Loss Amortization Amount for such Payment Date; (9) to fund any amounts listed in clauses (1) through (8) of Section 7.03(f) to the extent such amounts have not been funded in full through the application of Group I Monthly Excess Cashflow Amounts; and (10) as provided in Section 7.03(h) hereof. (h) On any Payment Date, any Group I Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(9) and any Group II Monthly Excess Cashflow Amount remaining after the application of Section 7.03(g)(1)-(9) shall be distributed as follows: (1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances; (2) to fund a distribution to Owners of the Class C Certificates, the lesser of (x) the amount of the Monthly Excess Cashflow Amount then remaining and (y) the Class C Distribution Amount; and (3) to fund a distribution to the Owners of the Class R Certificates, the remainder. (i) On each Payment Date, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class shall allocate the excess of the Group I Certificates, Certificate Principal Balance over the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for Loan Balance of the Distribution Date, allocated among each such Class of Home Equity Loans in Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in reduce the Certificate Account received with respect to Group II: 1. To Principal Balances of the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the Subordinate Certificates related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, in the following order of priority: (i) to the Senior Class B-1F Certificates in both until the Class B-1F Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall Principal Balance is reduced to zero; (ii) to the extent not paid pursuant Class M-2F Certificates until the Class M-2F Certificate Principal Balance is reduced to clauses A. and B. above on zero; and (iii) to the applicable Distribution Date, allocated among each such Class of Senior M-1F Certificates pro rata based on until the amount that would have been distributed to each such Class in the absence of such shortfall.M-1F Certificate Principa

Flow of Funds. (ia) The With respect to the Fixed Rate Group, the Trustee shall deposit in into the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, 8.09 and 8.10 with respect to Group I and the Group I 1 Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (iib) The With respect to the Adjustable Rate Group, the Trustee shall deposit in to the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group IIsuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group II and the Group II 2 Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (bc) On With respect to the Distribution Account, on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of 66 priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Distribution Date, the Trustee shall allocate an amount equal to amounts in the Certificate Account received sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group Iand Distribution Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Distribution Date) with respect to such Mortgage Loan Group in the following order of priority: 1. To the Trustee(A) first, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, such Total Monthly Excess Cashflow with respect to each Class Mortgage Loan Group shall be allocated to the payment of Group I Certificates, the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received clauses (iii)(C) or (iii)(D), as applicable, below on such Distribution Date with respect to the related Mortgage Loan Group II: 1. To in an amount equal to the Trusteeamount, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrentlyif any, to each Class of Group II Certificates, by which (x) the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall (calculated for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant this purpose only by reference to clause C. below. C. With respect to (b) of the definition of the Group 1 Principal Distribution Amount or Group 2 Principal Distribution Amount, as the case may be, and without any remaining amounts in the Certificate Account received Subordination Increase Amount with respect to the related Mortgage Loan Group) for such Distribution Date exceeds (y) the Available Funds with respect to such Mortgage Loan Group I and for such Distribution Date (the amount of such difference being the "Group II: 1. Concurrently, 1 Available Funds Shortfall" with respect to the Senior Certificates in both Certificate GroupsFixed Rate Group, and the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall "Group 2 Available Funds Shortfall" with respect to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Adjustable Rate Group);

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On Subject to the provisions of clause (c) below on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection (a) and (e) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) FIRST, on each Payment Date from amounts then on deposit in the Certificate Account received for the related Home Equity Loan Group, (A) the Trustee Fee allocable to the related Home Equity Loan Group shall be paid to the Trustee and (B) provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Classes of Class A Certificates for such Payment Date shall be paid to the Certificate Insurer; (ii) SECOND, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to the related Home Equity Loan Group I: 1. To and Payment Date plus (y) any Subordination Reduction Amount with respect to the Trusteerelated Home Equity Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" for the related Home Equity Loan Group and Payment Date) to the related Classes of Class A Certificates in the following order of priority: (A) FIRST, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (b)(iii) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Home Equity Loan Group (net of the related Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Premium Amount) and shall be paid as part of the Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the A Distribution DateAmount, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount first pursuant to clause C. (b)(iii)(A) below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount then as applicable pursuant to clause C. below. C. With respect to any remaining amounts in (b)(iii)(B) or (C) below (the Certificate Account received amount of such difference being the "Group I Available Funds Shortfall" with respect to Group I and the "Group II Available Funds Shortfall" with respect to Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.);

Flow of Funds. (ia) The With respect to the Fixed Rate Group, the Trustee shall deposit in to the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, 8.09 and 8.10 with respect to Group I and the Fixed Rate Group I Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (iib) The With respect to the Adjustable Rate Group, the Trustee shall deposit in to the Certificate Distribution Account without duplication, upon receipt, with respect any Insured Payments relating to Group IIsuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group II and the Adjustable Rate Group II Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (bc) On With respect to the Distribution Account, on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Distribution Date, the Trustee shall allocate an amount equal to amounts in the Certificate Account received sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group Iand Distribution Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Distribution Date) with respect to such Mortgage Loan Group in the following order of priority: 1. To the Trustee(A) first, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, such Total Monthly Excess ----- Cashflow with respect to each Class Mortgage Loan Group shall be allocated to the payment of Group I Certificates, the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received clauses (iii)(A) or (iii)(D), as applicable, below on such Distribution Date with respect to the related Mortgage Loan Group II: 1. To in an amount equal to the Trusteeamount, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrentlyif any, to each Class of Group II Certificates, by which (x) the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall (calculated for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant this purpose only by reference to clause C. below. C. With respect to (b) of the definition of the Fixed Rate Group Principal Distribution Amount or Adjustable Rate Group Principal Distribution Amount, as the case may be, and without any remaining amounts in the Certificate Account received Subordination Increase Amount with respect to the related Mortgage Loan Group) for such Distribution Date exceeds (y) the Available Funds with respect to such Mortgage Loan Group I and for such Distribution Date (the amount of such difference being the "Fixed Rate Group II: 1. Concurrently, Available Funds Shortfall" with respect to the Senior Certificates in both Certificate GroupsFixed Rate Group, and the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall "Adjustable Rate Group Available Funds Shortfall" with respect to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Adjustable Rate Group);

Flow of Funds. (ia) The On each Remittance Date, the Trustee shall deposit in to the Certificate Account with respect to each Mortgage Loan, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Mortgage Loan Group, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group Isuch Mortgage Loan Group, all remittances made to together with the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Monthly Remittance Amount with respect to such Mortgage Loan Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of Master Servicer or any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSub-servicer. (b) On Subject to any superseding provisions of clause (e) below during the continuance of a Insurer Default, on each Distribution Date, Payment Date the Trustee shall make the following allocations, disbursements and transfers (based solely of amounts then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant to subsection (a) for each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (A) first, from amounts then on deposit in the Certificate Account to the Master Servicer, an amount equal to any Master Servicing Fees then due to it on account of the Unaffiliated Originator Loans included on such Mortgage Loan Group not theretofore received by the Master Servicer pursuant to Section 8.8(c)(i) hereof, as reported by the Master Servicer to the Trustee; (B) second, from amounts then on deposit therein with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificatessuch Mortgage Loan Group, the related Class Monthly Interest Premium Amount and any related Class Interest Carryover Shortfall for the Distribution such Payment Date; (C) third, allocated among each such Class of Group I Certificates from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received with respect to Group II: 1. To such Mortgage Loan Group, to the Trustee, an amount equal to the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, Trustee's Fees then due to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received it with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Mortgage Loan Group;

Flow of Funds. (i) The Indenture Trustee shall promptly deposit in the Certificate Account Pool I Note Account, without duplication, upon receipt, with respect (i) any Insured Payments relating to Group I, Pool I received from the proceeds of any liquidation of the assets of the Trust insofar as such assets relate Policy Payment Account pursuant to Group I, Section 7.02(b) hereof and (ii) all remittances related to Pool I made to the Indenture Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 4.08(d)(ii) in an amount equal to Group I and the Group Pool I Monthly Remittance Amount remitted by the ServicerAmount. (ii) The Indenture Trustee shall promptly deposit in the Certificate Account Pool II Note Account, without duplication, upon receipt, with respect (i) any Insured Payments relating to Group II, Pool II received from the proceeds of any liquidation of the assets of the Trust insofar as such assets relate Policy Payment Account pursuant to Group II, Section 7.02(b) hereof and (ii) all remittances related to Pool II made to the Indenture Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 4.08(d)(ii) in an amount equal to Group II and the Group Pool II Monthly Remittance Amount remitted by the ServicerAmount. (b) On each Distribution DatePayment Date and for each Series of Notes, the Indenture Trustee shall is required to make the following allocations, disbursements payments and transfers from monies then on deposit in the related Note Account (based solely on information provided by or the Servicer in writingReserve Account with respect to clauses (i), from amounts deposited in the Certificate Account pursuant to subsection (aii), (iv), (v), (vi) and (viii)) as specified below in the following order of priority, and priority of each such allocation, transfer and disbursement payment (provided that if amounts on deposit in the Reserve Account are available to be used with respect to clauses (i), (ii), (iv), (v), (vi) and (viii) such amounts shall be treated as having occurred only after all preceding allocations: A. With respect used prior to the use of any amounts in the Certificate Account received related Note Account): (i) (A) to the Indenture Trustee, the related Indenture Trustee Fee and the Indenture Trustee Reimbursable Expenses; (B) to the Owner Trustee, the related Owner Trustee Fee; and (C) provided that no Note Insurer Default has occurred and is continuing, to the Note Insurer, the related Premium Amount; (ii) to the Owners of the related Series of Notes, the related Current Interest; (iii) to the Owners of the related Series of Notes, the related Principal Remittance Amount (less the Overcollateralization Reduction Amount for the related Series of Notes) plus the portion of the Preference Amount that relates to principal in reduction of the related Note Principal Balance until such Note Principal Balance is reduced to zero; (iv) to the Owners of the related Series of Notes, the related Excess Spread in an amount not to exceed the Pool I Overcollateralization Deficit or the Pool II Overcollateralization Deficit, as the case may be, in reduction of the Note Principal Balance of such Series of Notes, until such Note Principal Balance is reduced to zero; (v) to the Owners of the other Series of Notes, the related Excess Spread remaining after making payments of the amount required in clauses (i) - (iv), in an amount not to exceed the sum of (x) the 41 Pool I Overcollateralization Deficit or the Pool II Overcollateralization Deficit (as the case may be) for such other Series of Notes remaining after taking into account the payment of the amount required by clause (iv) above and (y) any shortfall in the amount available to pay Current Interest for such other Series of Notes (after taking into account payment of the amount required by clauses (i) - (iv) for such other Series of Notes on such Payment Date and from amounts on deposit in the Reserve Account) until such Pool I Overcollateralization Deficit or Pool II Overcollateralization Deficit (as the case may be) and such Current Interest shortfall for the other Series of Notes are reduced to zero; provided, that such Excess Spread shall be applied first, with respect to Group I:such Current Interest shortfall, and, second to such Pool I Overcollateralization Deficit or Pool II Overcollateralization Deficit (as the case may be); 1. To (vi) to the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I CertificatesNote Insurer, the related Class Monthly Interest Amount Excess Spread remaining after making the payments required in clauses (i) - (v) to reimburse the Note Insurer for any unreimbursed payments of Insured Payments and any related Class Interest Carryover Shortfall for other amounts owing to the Distribution DateNote Insurer under the Insurance Agreement, allocated among each such Class of Group I Certificates including any unpaid Premium Amount (together with interest thereon at the late payment rate specified in the Insurance Agreement) (amounts in the Reserve Account used to reimburse the Note Insurer shall be withdrawn therefrom on a pro rata basis based on the related Excess Spread deposited therein from each Group I Certificate’s Class Monthly Series of Notes); (vii) to the Owners of the related Series of Notes, the related Excess Spread remaining after making the payments required in clauses (i) - (vi) in an amount not to exceed any Overcollateralization Deficiency Amount (calculated after taking into account the payment of the amounts required by clauses (i) -(vi)) as a reduction of the Note Principal Balance of such Series of Notes until such Note Principal Balance is reduced to zero; (viii) to the Owners of the other Series of Notes, the related Excess Spread remaining after making the payments required in clauses (i) - (vii) and to the extent money is not available in the Reserve Account in an amount not to exceed any Overcollateralization Deficiency Amount (calculated after taking into account the payment of the amounts required by clauses (i) - (vii)) as a reduction of the Note Principal Balance of the other Series of Notes until such Note Principal Balance is reduced to zero; provided that the amount of Excess Spread distributed to the other Series of Notes in clause (v) and this clause (viii) cannot exceed the amount of the aggregate Realized Losses and shortfalls in Current Interest on the Loan Pool related to such other Series of Notes; (ix) to the Reserve Account, the related Excess Spread remaining after making the payments required in clauses (i) - (viii), in an amount equal to the difference between (x) the Specified Overcollateralization Amount for the other Series of Notes and Class Interest Carryover Shortfall without priority among (y) the Overcollateralization Amount for the other Series of Notes (after taking into account the payment of the amount required by clauses (i) - (viii) above for such Group I Certificates.other Series of Notes) less the amount already on deposit in the Reserve Account after the distributions in clauses (i), (ii), (iv), (v), (vi) and (viii) above; 3. The (x) to the Indenture Trustee, the related Excess Spread remaining amount after making the payments required in clauses (i) - (ix), as reimbursement of the expenses of the Indenture Trustee not reimbursed pursuant to clause C. below(i) above and incurred in connection with its duties and obligations under the Indentures; and, (xi) to the Certificate Distribution Account, the related Excess Spread remaining after making the payment required by clauses (i) - (x), for payment to the holders of the Residual Interest as provided in the Trust Agreement. B. With respect (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Payment Dates to amounts the Owners of a Series or of the Notes on account of principal shall not exceed the original Note Principal Balance of such Series. (d) Notwithstanding the foregoing, for a Series of Notes, in the event that a Payment Date is also a Limited Release Date, a portion of the related Limited Excess Spread equal to the product of (i) such related Limited Excess Spread and (ii) a fraction, the numerator of which is equal to the 60+ Delinquent Percentage (Rolling Six Month) for such Payment Date less 12.00% and the denominator of which is equal to 6.00% (provided that such fraction shall not exceed 1.0) will be included in the related Overcollateralization Deficiency Amount and shall not be distributed directly to the Certificate Distribution Account. (e) Notwithstanding the priority of payments specified in Section 3.03(b), on the Payment Dates during the period from January 1999 through and including February 2000, in the event that the Mortgage Portfolio Performance Test is satisfied, the percentage of the Excess Spread for a Series of Notes and corresponding Payment Date will be paid directly to the Certificate Distribution Account received for payment to the Owners of the Certificates immediately after the payment in Section 3.03(b)(vi) (and, therefore, such amount of Excess Spread will be unavailable for the distributions set out in Section 3.03(b)(vii) - (x)): Payment Date % of Excess Spread ------------ ------------------ January 1999 0% February 1999 100% March 1999 - February 2000 20% (f) Upon receipt of Insured Payments from the Note Insurer on behalf of Owners of the Notes, the Indenture Trustee shall deposit such Insured Payments in the Policy Payments Account. On each Payment Date, pursuant to Section 7.02(b) hereof, such amounts will be transferred from the Policy Payment Account to the related Note Account and the Indenture Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 3.03(b) to the Owners of such Notes. (g) The Indenture Trustee or Paying Agent shall (i) receive for each Owner of the Notes any Insured Payment from the Note Insurer and (ii) disburse the same to the Owners of the Notes as set forth in Section 3.03(b). Insured Payments disbursed by the Indenture Trustee or Paying Agent from proceeds of the Note Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to Group II: 1. To such Notes and the Trustee, Note Insurer shall be entitled to receive the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Reimbursement Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect Section 3.03(b)(vi) hereof. Nothing contained in this paragraph shall be construed so as to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above impose duties or obligations on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount Indenture Trustee that would have been distributed are different from or in addition to each such Class those expressly set forth in the absence of such shortfallthis Agreement.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group III, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group III, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group III and the Group III Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. D. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each To the Class of Group II AV-1 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. D. below. C. With respect to amounts in the Certificate Account received with respect to Group III: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group III. 2. To the Class AV-2 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date. 3. The remaining amount pursuant to clause D. below. D. With respect to any remaining amounts in the Certificate Account received with respect to Group I I, Group II and Group II: III: 1. Concurrently, to the Senior Certificates in both all three Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. A., B. and B. C. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall. 2. Sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5 and Class B Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 3. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, concurrently as follows: (i) To the Group I Certificates, the Group I Principal Distribution Amount allocated in the following order of priority: (a) To the Class AF-6 Certificates, an amount equal to the Class AF-6 Lockout Distribution Amount; and (b) Sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, and Class AF-6 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. (ii) To the Class AV-1 Certificates, the Group II Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. (iii) To the Class AV-2 Certificates, the Group III Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. 4. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 5. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class B Certificates, the Class B Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Offered Certificates, the Subordination Increase Amount or the OC Holiday Realized Loss Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 3 through 9 of clause D. above. 11. To the Class M-1 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 12. To the Class M-2 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 13. To the Class M-3 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 14. To the Class M-4 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 15. To the Class M-5 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 16. To the Class B Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 17. To the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount, following any reduction thereof on account of distributions on that Distribution Date of amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b) and (b) the WAC Excess. 18. Concurrently (i) to the Fixed Rate Certificates, pro rata, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I, (ii) to the Class AV-1 Certificates, the Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II, and (iii) to the Class AV-2 Certificates, the Group III Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group III, in the case of clauses (ii) and (iii) above, to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 19. Sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5 and Class B Certificates, in that order, the related Subordinate Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund, in each case to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 20. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A.1, B.1 and C.1 above. 21. To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest. 22. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses D.18 through D.21 above; provided, however, that on any Distribution Date on which the Class X-IO Distribution Amount is distributable pursuant to Section 9.02(d), any Class X-IO Distribution Amount shall instead be distributed to the Classes of Offered Certificates, such amount to be applied in reduction of the Certificate Principal Balance of such Classes in the same order of priority as the principal distribution amounts are to be applied for such related Offered Certificates pursuant to clauses 3 through 9 of clause D. 23. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to this Section 7.03.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, (i) upon receipt, with respect to any Group II Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(ii) with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer, (ii) on the April 1997 Payment Date, the Group I Capitalized Interest Requirement to be transferred on such Payment Date from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (iii) on the April 1997 Payment Date, the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.04(c) hereof. (ii) The Trustee shall deposit in the Certificate Account without duplication, (i) upon receipt, with respect to any Group IIII Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(ii) with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer, (ii) on the April 1997 Payment Date, the Group II Capitalized Interest Requirement to be transferred on such Payment Date from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (iii) on the April 1997 Payment Date, the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.04(c) hereof. (b) On Subject to any superseding provisions of clause (c) below during the continuance of a Certificate Insurer Default, with respect to funds on deposit in the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received with respect to Group I: 1. To the TrusteeAccount, (A) the Trustee Fee and the Trustee Reimbursable Expenses shall be paid to the Trustee, and (B) provided that no Certificate Insurer Default has occurred and is continuing the Premium Amount for such Payment Date shall be paid to the Certificate Insurer; (ii) second, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Home Equity Loan Group and Payment Date plus (y) any Transition Expenses for Subordination Reduction Amount with respect to such Home Equity Loan Group I.and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Home Equity Loan Group and Payment Date) in the following order of priority: 2. Concurrently(A) first, such Total Monthly Excess Cashflow with respect to each Class Group shall be allocated to the payment of the related Principal Distribution Amount pursuant to clause (b)(iv) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Principal Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Group I Certificates(net of the related Trustee Fees, the related Class Monthly Interest Premium Amount, the related Trustee Reimbursable Expenses and related Current Interest) and shall be paid as part of the Principal Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee (iv)(C) and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on (D) below (the amount that would have been distributed to each such Class in the absence of such shortfall.of

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, upon receipt, with respect to any Group II Insured Payments, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted Amount, together with any Substitution Amounts and any Loan Purchase Price amounts relating to Group I received by the ServicerTrustee. (iib) The Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, upon receipt, with respect to any Group IIII Insured Payments, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted Amount, together with any Substitution Amounts and any Loan Purchase Price amounts relating to Group II received by the ServicerTrustee. (bc) On [Reserved]. (d) With respect to amounts on deposit in the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Payment Date (A) to the Oversight Agent, the Oversight Agent Fee and (B) to the Certificate Insurer, (x) from amounts then on deposit in the Certificate Account received with respect to Group I:, the Group I Premium Amount for such Payment Date and (y) from amounts then on deposit in the Certificate Account with respect to Group II, the Group II Premium Amount for such Payment Date; 1. To the Trustee(ii) second, on each Payment Date, the Trustee Fee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Transition Expenses Subordination Reduction Amount with respect to such Mortgage Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (iv) below on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Class A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group I.for such Payment Date (the amount of such difference with respect to the related Mortgage Loan Group) being the "Group I Available Funds Shortfall" or the "Group II Available Funds Shortfall"; 2. Concurrently(B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be allocated to the payment of any Reimbursement Amount with respect to the related Mortgage Loan Group pursuant to clause (iv)(A)(I) below; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be allocated to the payment of any Reimbursement Amount with respect to the other Mortgage Loan Group pursuant to clause (iv)(A)(I) below. (iii) third, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (ii) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such Net Monthly Excess Cashflow is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Payment Date; (B) second, the Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; (C) third, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above and (ii) the Group II Available Funds Cap Carry-Forward Amount for such Payment Date shall be distributed to the Owners of the Class A-2 Certificates; and (D) fourth, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A), (B) and (C) above shall be allocated to the Servicer and distributed pursuant to clause (iv)(A)(II) to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees on a pro rata basis, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Certificates) then on deposit in the Certificate Account with respect to the related Mortgage Loan Group, the Trustee shall distribute in the following order of priority: (A) distribute (I) to the Certificate Insurer the amounts described in clauses (ii)(C) and (ii)(D) above and (II) to the Servicer the amounts described in clause (iii)(D) above; (B) from the amounts then on deposit in the Certificate Account with respect to Group I, to each the Owners of the Class of Group I A-1 Certificates, the related Class Monthly A-1 Current Interest Amount and any thereon until the related Class Interest Carryover Shortfall for A-1 Certificate Termination Date; (C) from the Distribution Date, allocated among each such Class of Group I Certificates amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received with respect to Group I, as a distribution of principal to the Owners of the Class A-1 Certificates, the Group I Principal Distribution Amount until the Class A-1 Certificate Termination Date; (D) from the amounts then on deposit in the Certificate Account with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each the Owners of the Class of Group II A-2 Certificates, the related Class Monthly A-2 Current Interest Amount and any related until the Class Interest Carryover Shortfall for A-2 Certificate Termination Date; and (E) from the Distribution Date, allocated among each such Class of Group II Certificates amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates Owners of the Class A-2 Certificates, the Group II Principal Distribution Amount until the Class A-2 Certificate Termination Date. Notwithstanding anything to the contrary herein, the amounts described in Section 7.5(d)(iv)(B) and (D) shall be distributed prior to all other allocations, distributions and transfers described in Section 7.3 and 7.5 hereof (other than the amount described in Section 7.5(d)(i)). (v) fifth, to the Oversight Agent to reimburse the Oversight Agent for all costs and expenses incurred in connection with Sections 8.20(c) and 8.30(h) hereof, and to reimburse the Trustee pursuant to Section 10.13 hereof. (vi) sixth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts then on deposit in the Certificate Account for both Certificate Mortgage Loan Groups, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (e) Notwithstanding clause (d)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class Monthly Interest Amount and any A Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallA Certificates.

Flow of Funds. (i) The Trustee shall deposit in to the Certificate Account with respect to each Home Equity Loan Group, without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The On each Payment Date, the Trustee shall deposit in transfer the Lower-Tier Group I Distribution Amount from the Certificate Account without duplication, upon receipt, with respect to the Upper-Tier Group III Distribution Account. (iii) On each Payment Date, the proceeds of any liquidation of Trustee shall transfer the assets of Lower-Tier Group II Distribution Amount from the Trust insofar as such assets relate to Group II, all remittances made Certificate Account to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Upper-Tier Group II and the Group II Monthly Remittance Amount remitted by the ServicerDistribution Account. (b) On With respect to the Upper-Tier Group I Distribution Account on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by from the Servicer in writing), from amounts deposited in the Certificate Account Group I Interest Remittance Amount transferred thereto pursuant to subsection (a) a)(ii), in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocationsdisbursements have occurred: A. (i) First, to the Trustee, the portion of the Trustee Fee relating to Group I; (ii) Second, to the Owners of the Class A Certificates related to Group I (including the Class A-11IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Certificates without any priority among such Class A Certificates; provided, that if the Interest Amount Available is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Certificates related to Group I, the Group I Interest Amount Available will be distributed among the outstanding Classes of Class A Certificates related to Group I pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount; (iii) Third, to the extent of the Group I Interest Amount Available then remaining, to the Owners of the Class M-1F Certificates, the Class M-1F Current Interest; (iv) Fourth, to the extent of the Group I Interest Amount Available then remaining, to the Owners of the Class M-2F Certificates, the Class M-2F Current Interest; (v) Fifth, to the extent of the Group I Interest Amount Available then remaining, to the Owners of the Class B-1F Certificates, the Class B-1F Current Interest; and (vi) Sixth, the Group I Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03. (c) With respect to amounts the Upper-Tier Group II Distribution Account on each Payment Date, the Trustee shall make the following disbursements from the Group II Interest Remittance Amount transferred thereto pursuant to subsection (a)(ii), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) First, to the Trustee, the portion of the Trustee Fee relating to Group II; (ii) Second, to the Owners of the Class A-10 Certificates, the Class A-10 Current Interest plus the Class A-10 Interest Carry Forward Amount; (iii) Third, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class M-1A Certificates, the Class M-1A Current Interest; (iv) Fourth, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class M-2A Certificates, the Class M-2A Current Interest; (v) Fifth, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class B-1A Certificates, the Class B-1A Current Interest; and (vi) Sixth, the Group II Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (g) of this Section 7.03. (d) With respect to the Upper-Tier Group I Distribution Account, on each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal transferred thereto pursuant to subsection (a)(ii), in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) On each Payment Date (a) before the Group I Stepdown Date or (b) with respect to which a Group I Trigger Event is in effect, Owners of the Class A Certificates related to Group I (other than the Class A-11IO Certificates) will be entitled to receive payment of 100% of the Group I Principal Distribution Amount as follows: (I) to the Owners of the Class A-9 Certificates, the Class A-9 Lockout Distribution Amount and (II) the remainder paid to the Owners of the Class A Certificates related to Group I (other than the Class A-11IO Certificates), as follows: first, to the Owners of the Class A-1 Certificates, until the Class A-1 Certificate Account received Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates, until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates, until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; sixth, to the Owners of the Class A-6 Certificates, until the Class A-6 Certificate Principal Balance is reduced to zero; seventh, to the Owners of the Class A-7 Certificates, until the Class A-7 Certificate Principal Balance is reduced to zero; eighth to the Owners of the Class A-8 Certificates, until the Class A-8 Certificate Principal Balance is reduced to zero; and, ninth, to the Owners of the Class A-9 Certificates, until the Class A-9 Certificate Principal Balance is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the sum of the Certificate Principal Balance of the Subordinate Certificates related to Group I and the Group I Overcollateralization Amount is zero, any amounts of principal payable to the Owners of the Class A Certificates related to Group I on such Payment Date shall be distributed pro rata. (ii) Notwithstanding the provisions of Section 7.03(d)(i) in the event that on any Payment Date on or after the Group I Stepdown Date in which a Group I Trigger Event is in effect, the Owners of the Class A Certificates related to Group I will be entitled to receive payment of 100% of the Group I Principal Distribution Amount until the Group I Stepped Up Enhancement Level is met. Thereafter, if the Certificate Principal Balance of the Class A Certificate related to Group I is reduced to zero, the Owners of the Class M-1F Certificates will be entitled to receive payment of 100% of the Group I Principal Distribution Amount until the Group I Stepped Up Enhancement Level is met. Thereafter, if the Class M-1F Certificate Principal Balance is reduced to zero, the Owners of the Class M-2F Certificates will be entitled to receive payments of 100% of the Group I Principal Distribution Amount until the Group I Stepped Up Enhancement Level is met. Finally, if the class M-2F Certificate Principal Balance is reduced to zero, the Owners of the Class B-1F Certificates will be entitled to receive 100% of the Group I Principal Distribution Amount until the Group Stepped Up Enhancement Level is met. (iii) On each Payment Date (a) on or after the Group I Stepdown Date and (b) as long as a Group I Trigger Event is not in effect, the Owners of the Group I Certificates (other than the Class A-11IO Certificates) will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Group I Principal Distribution Amount as follows: (A) First, the lesser of (x) the Group I Principal Distribution Amount and (y) the Group I Class A Principal Distribution Amount shall be distributed (I) to the Owners of the Class A-9 Certificates, in an amount equal to the Class A-9 Lockout Distribution Amount and (II) the remainder paid to the Owners of the Class A Certificates related to Group I (other than the Class A-11IO Certificates) as follows: first, to the Owners of the Class A-1 Certificates, until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates, until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates, until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; sixth, to the Owners of the Class A-6 Certificates, until the Class A-6 Certificate Principal Balance is reduced to zero; seventh, to the Owners of the Class A-7 Certificates, until the Class A-7 Certificate Principal Balance is reduced to zero; eighth to the Owners of the Class A-8 Certificates, until the Class A-8 Certificate Principal Balance is reduced to zero; and, ninth, to the Owners of the Class A-9 Certificates, until the Class A-9 Certificate Principal Balance is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the sum of the Certificate Principal Balance of the Subordinate Certificates related to Group I and the Group I Overcollateralization Amount is zero, any amounts of principal payable to the Owners of the Class A Certificates related to Group I on such Payment Date shall be distributed pro rata. (B) Second, the lesser of (x) the excess of (i) the Group I Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Certificates related to Group I in clause (A) above and (y) the Class M-1F Principal Distribution Amount shall be distributed to the Owners of the Class M-1F Certificates, until the Class M-1F Certificate Principal Balance has been reduced to zero; (C) Third, the lesser of (x) the excess of (i) the Group I Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates related to Group I in clause (A) above and the amount distributed to the Owners of the Class M-1F Certificates in clause (B) above and (y) the Class M-2F Principal Distribution Amount shall be distributed to the Owners of the Class M-2F Certificates, until the Class M- 2F Certificate Principal Balance has been reduced to zero; (D) Fourth, the lesser of (x) the excess of (i) the Group I Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates related to Group I pursuant to clause (A) above, the amount distributed to the Owners of the Class M-1F Certificates pursuant to clause (B) above and the amount distributed to the Owners of the Class M-2F Certificates pursuant to clause (C) above and (y) the Class B-1F Principal Distribution Amount shall be delivered to the Owners of the Class B-1F Certificates, until the Class B-1F Certificate Principal Balance has been reduced to zero; and (E) Fifth, any portion of the Group I Principal Remittance Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) above shall be distributed as provided in subsection (f) of this Section 7.03. (e) With respect to the Upper-Tier Group II Distribution Account, on each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal transferred thereto pursuant to subsection (a)(iii), in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) On each Payment Date (a) before the Group II Stepdown Date or (b) with respect to which a Group II Trigger Event is in effect, Owners of the Class A-10 Certificates will be entitled to receive payment of 100% of the Group II Principal Distribution Amount. (ii) Notwithstanding the provisions of Section 7.03(e)(i) in the event that on any Payment Date on or after the Group II Stepdown Date in which a Group II Trigger Event is in effect, the Owners of the Class A-10 Certificates will be entitled to receive payment of 100% of the Group II Principal Distribution Amount until the Group II Stepped Up Enhancement Level is met. Thereafter, if the Class A-10 Certificate Principal Balance is reduced to zero, the Owners of the Class M-1A Certificates will be entitled to receive payment of 100% of the Group II Principal Distribution Amount until the Group II Stepped Up Enhancement Level is met. Thereafter, if the Class M-1A Certificate Principal Balance is reduced to zero, the Owners of the Class M-2A Certificates will be entitled to receive payment of 100% of the Group II Principal Distribution Amount until the Group II Stepped Up Enhancement Level is met. Finally, if the Class M-2A Certificate Principal Balance is reduced to zero, the Owners of the Class B-1A Certificates will be entitled to receive 100% of the Group II Principal Distribution Amount until the Grouip II Stepped Up Enhancement Level is met. (iii) On each Payment Date (a) on or after the Group II Stepdown Date and (b) as long as a Group II Trigger Event is not in effect, the Owners of the Group II Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Group II Principal Distribution Amount as follows: (A) First, the lesser of (x) the Group II Principal Distribution Amount and (y) the Group II Class A Principal Distribution Amount shall be distributed to the Owners of the Class A-10 Certificates; (B) Second, the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A-10 Certificates in clause (A) above and (y) the Class M-1A Principal Distribution Amount shall be distributed to the Owners of the Class M-1A Certificates, until the Class M-1A Certificate Principal Balance has been reduced to zero; (C) Third, the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A-10 Certificates in clause (A) above and the amount distributed to the Owners of the Class M-1A Certificates in clause (B) above and (y) the Class M-2A Principal Distribution Amount shall be distributed to the Owners of the Class M-2A Certificates, until the Class M-2A Certificate Principal Balance has been reduced to zero; (D) Fourth, the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A-10 Certificates pursuant to clause (A) above, the amount distributed to the Owners of the Class M-1A Certificates pursuant to clause (B) above and the amount distributed to the Owners of the Class M-2A Certificates pursuant to clause (C) above and (y) the Class B-1A Principal Distribution Amount shall be delivered to the Owners of the Class B-1A Certificates, until the Class B-1A Certificate Principal Balance has been reduced to zero; and (E) Fifth, any portion of the Group II Principal Remittance Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) above shall be distributed as provided in subsection (g) of this Section 7.03. (f) On any Payment Date, the Group I Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date: (1) to fund the Class A Interest Carry Forward Amount, if any, with respect to Group I:; 1. To (2) to fund the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I CertificatesExtra Principal Distribution Amount for such Payment Date; (3) to fund the Class M-1F Interest Carry Forward Amount, if any; (4) to fund the related Class Monthly M-1F Realized Loss Amortization Amount for such Payment Date; (5) to fund the Class M-2F Interest Carry Forward Amount, if any; (6) to fund the Class M-2F Realized Loss Amortization Amount and for such Payment Date; (7) to fund the Class B-1F Interest Carry Forward Amount, if any; (8) to fund the Class B-1F Realized Loss Amortization Amount for such Payment Date; (9) to fund any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class amounts listed in clauses (1) through (8) of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall Section 7.03(g) to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.amounts

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. ; provided, that the Trustee then shall withdraw from the Certificate Account, any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (iiother than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) The and distribute such amount to the Supplemental Interest Trustee shall for deposit in the Certificate Swap Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee and distribution pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSection 7.12. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I.Expenses. 2. Concurrently, to each Class of Group I Senior Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Senior Certificates on a pro rata basis based on each Group I Senior Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Senior Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. ConcurrentlySequentially, to each the Class of Group II ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 4. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, sequentially, to the Class AV-1, Class AV-2, Class AV-3 and Class AV-4 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero; provided, that notwithstanding anything to the contrary in this Agreement, if on any Distribution Date, the aggregate Certificate Principal Balance of the Subordinate Certificates is equal to zero and the Overcollateralization Amount is equal to zero, then the Principal Distribution Amount shall be distributed to the Senior Certificates, pro rata, based on their respective Certificate Principal Balances. 5. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Class M-8 Certificates, the Class M-8 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 13. To the Class M-9 Certificates, the Class M-9 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 14. To the Class M-10 Certificates, the Class M-10 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 15. To the Class M-11 Certificates, the Class M-11 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 16. To the Offered Certificates, the Subordination Increase Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 4 through 15 above. 17. 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 and Class M-11 Certificates, in that order, in each case, first (a) any related Class Interest Carryover Shortfall for and then (b) any related Class Principal Carryover Shortfall. 18. To the Net WAC Cap Carryover Reserve Fund, the lesser of (a) the Class X-IO Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and (b) the WAC Excess which amount shall be accounted for as distributed to the Class Interest Carryover Shortfall without priority among such Group II CertificatesX-IO Certificates for U.S. federal income tax purposes. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 119. Concurrently, to the Senior Certificates in both Certificate GroupsCertificates, pro rata, the related Net WAC Cap Carryover from and to the extent of funds on deposit in the Net WAC Cap Carryover Reserve Fund. 20. Sequentially, to the Class Monthly ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Net WAC Cap Carryover from and to the extent of funds on deposit in the Net WAC Cap Carryover Reserve Fund. 21. To the Supplemental Interest Amount Trustee, for deposit in the Swap Account, any Swap Termination Payments resulting from a Swap Provider Trigger Event for payment pursuant to Section 7.12(viii). 22. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and any related Class Interest Carryover Shortfall obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A. clause 1 above. 23. To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and B. above unreimbursed Compensating Interest. 24. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clause 18 above. 25. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the applicable Distribution Date, allocated among each such Class of Senior X-IO and Class R Certificates pro rata based on the amount that would have been distributed pursuant to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (a) On each Remittance Date, the Trustee shall deposit to the Certificate Account with respect to each Mortgage Loan Group, without duplication, (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Mortgage Loan Group, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to such Mortgage Loan Group, together with the Monthly Remittance Amount with respect to such Mortgage Loan Group Iremitted by the Master Servicer or any Sub-Servicer and (ii) on the Payment Dates occurring in April 1999, all remittances made to May 1999 and June 1999, as applicable, (x) the Pre-Funding Earnings transferred by the Trustee pursuant to Sections 8.08(e)Section 7.4(d) hereof, 8.09 and 8.10 with respect to Group I and (y) the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II Capitalized Interest Requirement and the Group II Monthly Remittance Amount remitted by Capitalized Interest Requirement to be transferred on such Payment Dates from the ServicerCapitalized Interest Account, pursuant to Section 7.4(e) hereof with respect to such Mortgage Loan Group and (z) the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account, pursuant to Section 7.4(c) hereof with respect to such Mortgage Loan Group. (b) On each Distribution Date, Payment Date the Trustee shall make the following allocations, disbursements and transfers (based solely of amounts then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant with respect to subsection (a) each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (A) first, from amounts then on deposit in the Certificate Account received with respect to Group I: 1. To such Mortgage Loan Group, to the Trustee, an amount equal to the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, Trustee's Fees then due to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With it with respect to such Mortgage Loan Group; (B) second, from amounts then on deposit in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. ConcurrentlyMortgage Loan Group, to the Senior Certificates in both Certificate Groups, Insurer the related Class Monthly Interest Premium Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution for such Payment Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.;

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection (a) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect (i) concurrently, to amounts in the Trustee and the Certificate Account received with respect to Group I: 1. To the TrusteeInsurer, the Trustee Fee and any Transition Expenses for the related Home Equity Loan Group I.to the Trustee and, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Classes of Class A Certificates for the Distribution Date to the Certificate Insurer. 2. Concurrently, (ii) to each the related Classes of Class of Group I A Certificates, the related Class Monthly Current Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates for the Distribution Date. (iii) to the related Classes of Class A Certificates, an amount up to the related Class A Principal Distribution Amount in the following order of priority: (A) With respect to the Home Equity Loan Group relating to the Group I Certificates, the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed as follows: (1) to the Certificateholders of the Class A-6 Certificates, an amount equal to the Class A-6 Lockout Distribution Amount until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; and (2) The remainder as follows: first, to the Class A-1 Certificateholders until the Certificate Principal Balance of the Class A-1 Certificates is reduced to zero; second, to the Class A-2 Certificateholders until the Certificate Principal Balance of the Class A-2 Certificates is reduced to zero; third, to the Class A-3 Certificateholders until the Certificate Principal Balance of the Class A-3 Certificates is reduced to zero; fourth, to the Class A-4 Certificateholders until the Certificate Principal Balance of the Class A-4 Certificates is reduced to zero; fifth, to the Class A-5 Certificateholders until the Certificate Principal Balance of the Class A-5 Certificates is reduced to zero; and sixth to the Class A-6 Certificateholders until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; provided, however, during the continuance of a Certificate Insurer Default, if there is a Collateralization Deficit with respect to the Group I Certificates, then the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed pro rata to the Certificateholders of the Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. (B) With respect to amounts in the Certificate Account received with respect Home Equity Loan Group relating to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest A Principal Distribution Amount and any related Class Interest Carryover Shortfall for applicable to the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s shall be distributed to the Certificateholders of the Class Monthly Interest Amount and A-7 Certificates, until the Certificate Principal Balance of the Class Interest Carryover Shortfall without priority among such Group II CertificatesA-7 Certificates is reduced to zero. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. (iv) Concurrently, to the Senior Trustee and the Certificate Insurer, any unpaid Trustee Fee and any unpaid Transition Expenses for the unrelated Home Equity Loan Group to the Trustee and, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any unpaid Premium Amount for the unrelated Class or Classes of Class A Certificates in both for the Distribution Date to the Certificate GroupsInsurer. (v) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, the amount of the Available Funds Shortfall with respect to the other Home Equity Loan Group, allocated to Current Interest on such Classes (on the same pro rata basis as provided in clause (ii) above), to the extent of any shortfall in Current Interest, and then to principal (allocated in the same order of priority as provided in clause (iii) above);. (vi) To the Certificate Insurer, in the following order of priority, the sum of: (1) Any Reimbursement Amount owed to the Certificate Insurer with respect to the related Classes of Class Monthly Interest A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocation shall follow immediately after clause (vii) below; and (2) Any unpaid Reimbursement Amount owed to the Certificate Insurer with respect to the unrelated Classes of Class A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocation shall follow immediately after clause (viii) below. (vii) To the Classes of Class A Certificates with respect to the related Home Equity Loan Group, an amount up to the Extra Principal Distribution Amount for the related Home Equity Loan Group, until the related Target Overcollateralization Amount is reached, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such Home Equity Loan Group pursuant to clause (iii) above. (viii) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, an amount equal to any Target Deficiency for such unrelated Home Equity Loan Group remaining after the distributions above with respect to the unrelated Home Equity Loan Group, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such unrelated Home Equity Loan Group pursuant to clause (iii) above. (ix) To the Class X-IO Certificate, the lesser of the Class X-IO Distribution Amount and the Class A-7 Certificateholders' Interest Index Carryover, provided that, pursuant to Section 7.04 hereof, on any related Distribution Date as to which there is any unpaid Class A-7 Certificateholders' Interest Index Carryover, the Trustee will transfer, from amounts that would otherwise be distributable to the Class X-IO Certificates pursuant to this clause, the amount of any Class A-7 Certificateholders' Interest Index Carryover Shortfall into the Supplemental Interest Reserve Fund, for immediate transfer pursuant to this clause to the Class A-7 Certificates as payment of the Class A-7 Certificateholders' Interest Index Carryover. (x) To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under this Agreement, to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A. (i) or (iv) above. (xi) To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and B. above unreimbursed Compensating Interest. (xii) To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clause (ix) above; PROVIDED, HOWEVER, that on any Distribution Date on which the applicable Class X-IO Distribution DateAmount is distributable pursuant to Section 9.02(d), allocated among each such any Class of Senior Certificates pro rata based on the amount that would have been X-IO Distribution Amount shall instead be distributed to each the Classes of Class A Certificates of the related Home Equity Loan Group, such Class amounts to be applied in reduction of the related Certificate Principal Balance in the absence same order of priority as the Class A Principal Distribution Amount is to be applied for such shortfallrelated Home Equity Loan Group pursuant to clause (iii) above, and then to the Classes of Class A Certificates of the unrelated Home Equity Loan Group in the same order of priority as the Class A Principal Distribution Amount is to be applied for such unrelated Home Equity Loan Group pursuant to clause (iii) above. (xiii) To the Class R Certificates, the remainder.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group I and I, the Group I Monthly Remittance Amount remitted by the ServicerServicer and amounts transferred from the Pre-Funding Account applicable to Group I and the Group I Capitalized Interest Requirement. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group II and II, the Group II Monthly Remittance Amount remitted by the ServicerServicer and amounts transferred from the Pre-Funding Account applicable to Group II and the Group II Capitalized Interest Requirement. (b) On Subject to the provisions of clause (c) below on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection subsections (a) and (e) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred; provided, however, amounts related to Insured Payments shall be used only to make payments set forth in clauses (b)(iii)(A)-(C) below to the related Class A Certificates: A. With respect to (i) first, on each Distribution Date (x) from amounts then on deposit in the Certificate Account received for the related Home Equity Loan Group, (A) the Trustee Fee allocable to the related Home Equity Loan Group shall be paid to the Trustee and Trustee Transition Expenses in an amount not to exceed (i) a cumulative amount equal to $50,000.00 for both Loan Groups in any one calendar year and (ii) a cumulative amount equal to $100,000.00 in the aggregate for both Loan Groups shall be paid to the Trustee and (B) provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Class or Classes of Class A Certificates for such Distribution Date shall be paid to the Certificate Insurer and (y) from amounts thereon deposit in the Certificate Account for the unrelated Home Equity Loan Group, amounts necessary to pay unpaid amounts pursuant to clause (x)(A) and (B) above; (ii) second, on each Distribution Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to the related Home Equity Loan Group and Distribution Date plus (y) any Subordination Reduction Amount with respect to the related Home Equity Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" for the related Home Equity Loan Group and Distribution Date) to the related Class or Classes of Class A Certificates and the Certificate Insurer in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (b)(iii) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Home Equity Loan Group (net of the related Trustee Fee and the related Premium Amount) and shall be paid as part of the Class A Distribution Amount, first pursuant to clause (b)(iii)(A) below, and then as applicable pursuant to clause (b)(iii)(B) or (C) below (the amount of such difference being the "Group I Available Funds Shortfall" with respect to Group I and the "Group II Available Funds Shortfall" with respect to Group II); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocation described in clause (b)(ii)(A) above shall be allocated against any Available Funds Shortfall with respect to the other Home Equity Loan Group; (C) third, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A) and (B) above shall be allocated to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Class or Classes of Class A Certificates; (D) fourth, provided that no Certificate Insurer Default as defined in clause (a) thereof has occurred and is continuing, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the unrelated Class or Classes of Class A Certificates; (E) fifth, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the application described in clauses (b)(ii)(A), (B), (C) and (D) above shall be used to reduce to zero, through the payment to the Owners of the related Class or Classes of Class A Certificates of a Subordination Increase Amount included in the related Principal Distribution Amount, which shall be paid pursuant to clause (b)(iii)(B) or (C) below, any Subordination Deficiency Amount with respect to the related Home Equity Loan Group as of such Distribution Date; (F) sixth, if a Certificate Insurer Default, as defined in clause (a) of the definition thereof has occurred and is continuing, then any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B), (C), (D) and (E) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Class or Classes of Class A Certificates; (G) seventh, any portion of the Total Monthly Excess Cashflow remaining after the application described in clauses (b)(ii)(A), (B), (C), (D), (E) and (F) above shall be used to reduce to zero, through the payment to the Owners of the unrelated Class or Classes of Class A Certificates of a Subordination Increase Amount included in the Principal Distribution Amount for such unrelated Classes pursuant to clauses (b)(iii)(B) or (C) below, any related Subordination Deficiency Amount, as of such Distribution Date; (H) eighth, if a Certificate Insurer Default, as defined in clause (a) of the definition thereof, has occurred and is continuing, then any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B), (C), (D), (E), (F) and (G) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the unrelated Class or Classes of Class A Certificates; (I:) ninth, any portion of Total Monthly Excess Cashflow with respect to Group II remaining after application of clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G) and (H) above shall be allocated: first, to the Owners of Class A-2 Certificates pursuant to clause (b)(iii)(E) below, to the extent of any Class A-2 Certificateholders' Interest Index Carryovers from prior Distribution Dates and second, to the Trustee in respect of any Trustee Transition Expenses to the extent not paid pursuant to clause (b)(i)(x)(A) above; and 1. To (J) tenth, any Total Monthly Excess Cashflow remaining after the Trusteeapplication described in clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G), (H) and (I) above shall be allocated to the Servicer pursuant to clause (b)(iii)(F) below to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest; (iii) third, following the making by the Trustee of all allocations, transfers and disbursements described in clause (b)(ii) above from amounts (including any related Insured Payment which shall be used only to make the payments set forth in clauses (iii)(A)-(C)) then on deposit in the Certificate Account for the related Home Equity Loan Group (after giving effect to the allocations provided in clause (b)(ii) above from the other Home Equity Loan Group), the Trustee Fee and any Transition Expenses for Group I.shall distribute: 2. Concurrently, (A) to the Owners of each Class of Group I related Class A Certificates, the related Current Interest for each Class Monthly Interest Amount and (including the related proceeds of any related Class Interest Carryover Shortfall for Insured Payments made by the Distribution Date, allocated among each such Class Certificate Insurer in respect of Group I Certificates the related Current Interest) on a pro rata basis based on each Group I such Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates; (B) the Group I Principal Distribution Amount shall be distributed to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Principal Balance is reduced to zero; (C) the Group II Principal Distribution Amount shall be distributed as follows: (I) to the Owners of the Class A-3 Certificates an amount equal to the Class A-3 Lockout Distribution Amount and (II) thereunder as follows: (i) first, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Principal Balance is reduced to zero and (ii) second, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Principal Balance is reduced to zero; (D) to the Certificate Insurer the amounts payable to it described in clauses (b)(ii)(C), (D), (F) and (H) above; (E) (1) first, to the Owners of the Class A-2 Certificates., the aggregate amount of any Class A-2 Certificateholders' Interest Index Carryover from prior Distribution Dates and (2) second, to the Trustee, the amounts payable to it described in clause (b)(ii)(I) above; 3. The remaining amount (F) to the Servicer the amounts set forth in clause (b)(ii)(J) above; (G) to the Trustee, any unreimbursed Trustee Reimbursable Expenses, and to any successor Servicer, amounts owed pursuant to clause C. below.Section 8.20; B. With respect (iv) fourth, (x) to the Owners of the Class X-IO Certificates, the Initial Class X-IO Distributable Amount and (y) from remaining amounts on deposit in the Certificate Account received following the making by the Trustee of all allocations, transfers and disbursements described above, the Trustee shall distribute to the Owners of the Class X-IO Certificates, the Initial Class X-IO Distributable Amount, if any, for such Distribution Date and the Class X-IO Distribution Amount, if any, for such Distribution Date; and (v) fifth, from remaining amounts on deposit in the Certificate Account following the making by the Trustee of all allocations, transfers and disbursements described above, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Distribution Date. (c) On any Distribution Date during the continuance of any Certificate Insurer Default, if there is a Subordination Deficit with respect to Group II:, then the Group II Principal Distribution Amount for such Distribution Date shall be distributed pro rata to the Owners of any related Outstanding Class A Certificates on such Distribution Date. 1. To (d) Notwithstanding any of the Trusteeforegoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Class A Certificates on account of principal pursuant to clause (b)(iii)(B) and (C) shall not exceed the original Certificate Principal Balance of the related Class A Certificates. (e) Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners of the Class A Certificates, the Trustee Fee shall deposit such Insured Payments in the Policy Payments Account. On each Distribution Date, pursuant to Section 12.02(b) hereof, such amounts will be transferred from the Policy Payments Account to the Certificate Account and any Transition Expenses for Group IIthe Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 7.03(b), to the Owners of such Class A Certificates. 2. Concurrently, (f) The Trustee or Paying Agent shall (i) receive for each Owner of the Class A Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to each Class the Owners of Group II Certificates, the related Class Monthly Interest Amount and any A Certificates as set forth in Section 7.03(b). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of the related Class Interest Carryover Shortfall for Certificate Insurance Policy shall not be considered payment by the Distribution DateTrust, allocated among each nor shall such Class payments discharge the obligation of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received Trust with respect to Group I such Class A Certificates and Group II: 1the Certificate Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 7.03(b)(iii)(D) hereof. ConcurrentlyNothing contained in this paragraph shall be construed so as to impose duties or obligations on the Trustee that are different from or in addition to those expressly set forth in this Agreement. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, except with respect to the Senior Certificates in both Certificate Groups, the related Initial Class Monthly Interest X-IO Distributable Amount and any related Class Interest Carryover Shortfall to the extent set forth in Section 7.03(b), all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not paid vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group I and the Group I Monthly Remittance Amount remitted by the ServicerServicer and amounts transferred from the Cap Reserve Fund and applicable to Group I, the LIBOR Carryover Fund applicable to Group I, the Pre-Funding Account applicable to Group I and the Group I Capitalized Interest Requirement. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerServicer and amounts transferred from the Cap Reserve Fund and applicable to Group II, the LIBOR Carryover Fund applicable to Group II, the Pre-Funding Account applicable to Group II and the Group II Capitalized Interest Requirement. (b) On Subject to the provisions of clause (c) below, on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection subsections (a) and (e) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) FIRST, on each Distribution Date from amounts then on deposit in the Certificate Account received for the related Home Equity Loan Groups, (A) the Trustee Fee allocable to the related Home Equity Loan Group shall be paid to the Trustee and (B) provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Class of Class A and Class A-IO Certificates for such Distribution Date shall be paid to the Certificate Insurer; (ii) SECOND, on each Distribution Date, the Trustee shall allocate and distribute, as applicable, an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to the related Home Equity Loan Group Iand Distribution Date plus (y) any Subordination Reduction Amount with respect to the related Home Equity Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" for the related Home Equity Loan Group and Distribution Date) in the following order of priority: 1. To (A) FIRST, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the Trusteepayment of the related Class A Distribution Amount pursuant to clause (b)(iii) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Home Equity Loan Group (net of the related Trustee Fee and the related Premium Amount) and shall be paid as part of the Class A Distribution Amount, first pursuant to clause (b)(iii)(A) below, and then as applicable pursuant to clause (b)(iii) (B) and (D) below; (B) SECOND, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any Transition Expenses for portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group I. 2. Concurrently, remaining after the allocations described in clause (b)(ii)(A) above shall be allocated to each Class the Certificate Insurer in respect of Group I Certificates, amounts owed on account of any Reimbursement Amount with respect to the related Class of Class A and Class A-IO Certificates; (C) THIRD, any portion of the Total Monthly Interest Amount Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocation described in clauses (b)(ii)(A) and any (B) above shall be used to reduce to zero, through the payment to the Owners of the related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such of Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount A and Class Interest Carryover Shortfall without priority among such B Component Certificates of a Subordination Increase Amount included in the related Group I Certificates. 3. The remaining amount Principal Distribution Amount, which shall be paid pursuant to clause C. below. B. With respect (b)(iii)(D) below and pursuant to amounts the priorities in the Certificate Account received Section 7.03(g) any Subordination Deficiency Amount with respect to the related Home Equity Loan Group II:as of such Distribution Date; 1. To (D) FOURTH, if a Certificate Insurer Default, as defined in clause (a) of the Trusteedefinition thereof has occurred and is continuing, then any portion of the Trustee Fee Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B) and (C) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Transition Expenses Reimbursement Amount with respect to the related Classes of Class A and Class A-IO Certificates; (E) FIFTH, if the Subordinated Amount for Group II has never equaled the Specified Subordinated Amount for Group II. 2. Concurrently, to each Class any portion of Group II Certificates, the related Class Total Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received Excess Cashflow with respect to Group I remaining after the allocation described in clauses (ii) (A), (B), (C) and (D) above shall be used to reduce to zero, through the payment to the Certificateholders of the Class A and Class B Component Certificates of Group II: 1. ConcurrentlyII of a Subordination Increase Amount included in the Group II Principal Distribution Amount which shall be paid pursuant to clause (iii) (D) below and pursuant to the priorities in Section 7.03(g), an amount, if any, equal to the Subordination Deficiency Amount for Group II as of such Distribution Date; (F) SIXTH, any Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (ii) (A), (B), (C), (D) and (E) above shall be allocated to the unrelated Class B Component Certificates and paid pursuant to clause (iii)(E) below, to the Senior extent of any unreimbursed Unrelated Principal Carryover Shortfalls; (G) SEVENTH, any Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (ii) (A), (B), (C), (D), (E) and (F) above shall be allocated to the related Class B Component Certificates and paid pursuant to clause (iii)(F) below, to the extent of any unreimbursed Related Principal Carryover Shortfalls; (H) EIGHTH, any portion of Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocation described in both clauses (b)(ii)(A), (B), (C), (D), (E), (F), and (G) above shall be allocated to the Owners of the related Class X Certificates and paid to the applicable LIBOR Carryover Fund pursuant to clause (b)(iii)(G) below, to the extent of any related LIBOR Carryover Fund Deposit; (I) NINTH, any Total Monthly Excess Cashflow remaining after the application described in clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G) and (H) above shall be allocated to the Servicer and paid pursuant to clause (b)(iii)(I) below to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and any amounts owing to the Servicer pursuant to Section 8.05(c); and (J) TENTH, any Total Monthly Excess Cashflow remaining after the application described in clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G), (H) and (I) above shall be allocated to the related Class B Component Certificates to the extent of any related Class B Component Reallocated Amount; (iii) THIRD, following the making by the Trustee of all allocations, transfers and disbursements described in clause (b)(ii) above from amounts (including any related Insured Payment which shall be used only to make the payments set forth in clauses (iii)(A) and (D) to the Owners of the Class A Certificates and Class A-IO Certificates then on deposit in the Certificate GroupsAccount for the related Home Equity Loan Group, (the Trustee shall distribute based on and after giving effect to the allocations provided in clause (ii) above): (A) to the Owners of each Class of related Class A and Class A-IO Component Certificates, the related Current Interest for each Class Monthly Interest Amount and (including the proceeds of any related Insured Payments made by the Certificate Insurer in respect of such related Current Interest); (B) to the Owners of each Class of related Class B Component Certificates and the Class B-IOA or Class B-IOF Certificates, the related Current Interest for each Class; (C) to the Certificate Insurer the amounts described in clauses (b)(ii)(B) and (D) above; (D) the Group Principal Distribution Amount applicable to each of the Group I and Group II Certificates shall be distributed as described under clause (g) below; (E) to the unrelated Class B Component Certificate the amounts described in clause (ii)(F) above until its Unrelated Principal Carryover Shortfall is reduced to zero; (F) to the extent not paid pursuant related Class B Component Certificate the amounts described in clause (ii)(G) above until its Related Principal Carryover Shortfall is reduced to clauses A. zero; (G) from the amounts described in clause (ii) (H) above the related LIBOR Carryover Fund Deposit to the related Class X Certificates for concurrent deposit in the related LIBOR Carryover Fund; (H) from amounts on deposit in the LIBOR Carryover Fund, the lesser of the related Certificateholders' Interest Index Carryover and B. above on the applicable Distribution DateAvailable LIBOR Carryover Amount (1) first, allocated among each such Class of Senior Certificates pro rata based on Certificateholders' Interest Index Carryover, an amount up to the related outstanding Certificateholders' Interest Index Carryover to the related Class A Certificates, and (2) second, to the related Class B Component Certificates, an amount that would have been distributed up to each such the related outstanding Certificateholders' Interest Index Carryover to the related Class B Component Certificates; (I) to the Servicer the amounts described in clause (ii)(I) above; (J) to the related Class B Component Certificates the amounts described in clause (ii)(J) above; (iv) FOURTH, from remaining amounts on deposit in the absence Certificate Account following the making by the Trust of all allocations, transfers and disbursements described above, the Trustee shall distribute (A) with respect to Group I (1) first to the Trustee any unreimbursed Trustee Reimbursable Expenses, and to any successor Servicer, amounts owed pursuant to Section 8.20 and (2) second to the Owners of the Class X-F Certificates, the Class X-F Distribution Amount, if any, for such shortfallDistribution Date and (B) with respect to Group II (1) first to the Owners of the Class X-A Certificates, the Class X-A Distribution Amount, if any, for such Distribution Date and (2) second to the Trustee any unreimbursed Trustee Reimbursable Expenses, and to any successor Servicer, amounts owed pursuant to Section 8.20; (v) FIFTH, from remaining amount on deposit in the Certificate Account following the making by the Trustee of all allocations, transfers and disbursements described above, the Trustee shall distribute to the Owners of the Class R Certificates, the related Residual Net Monthly Excess Cashflow, if any, for such Distribution Date.

Flow of Funds. (ia) The With respect to the Fixed Rate Group, the Trustee shall deposit in to the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, 8.09 and 8.10 with respect to Group I and the Fixed Rate Group I Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (iib) The With respect to the Adjustable Rate Group, the Trustee shall deposit in to the Certificate Distribution Account without duplication, upon receipt, with respect any Insured Payments relating to Group IIsuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group II and the Adjustable Rate Group II Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (bc) On With respect to the Distribution Account, on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Distribution Date, the Trustee shall allocate an amount equal to amounts in the Certificate Account received sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group Iand Distribution Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Distribution Date) with respect to such Mortgage Loan Group in the following order of priority: 1. To the Trustee(A) first, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, such Total Monthly Excess Cashflow ----- with respect to each Class Mortgage Loan Group shall be allocated to the payment of Group I Certificates, the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received clauses (iii)(C) or (iii)(D), as applicable, below on such Distribution Date with respect to the related Mortgage Loan Group II: 1. To in an amount equal to the Trusteeamount, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrentlyif any, to each Class of Group II Certificates, by which (x) the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall (calculated for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant this purpose only by reference to clause C. below. C. With respect to (b) of the definition of the Fixed Rate Group Principal Distribution Amount or Adjustable Rate Group Principal Distribution Amount, as the case may be, and without any remaining amounts in the Certificate Account received Subordination Increase Amount with respect to the related Mortgage Loan Group) for such Distribution Date exceeds (y) the Available Funds with respect to such Mortgage Loan Group I and for such Distribution Date (the amount of such difference being the "Fixed Rate Group II: 1. Concurrently, Available Funds Shortfall" with respect to the Senior Certificates in both Certificate GroupsFixed Rate Group, and the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall "Adjustable Rate Group Available Funds Shortfall" with respect to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Adjustable Rate Group);

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account, without duplication, upon receipt, with respect to Group Iany Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Payment Date, the Trustee shall make the following allocations, disbursements concurrently under Clauses (i) and transfers (based solely on information provided by ii) (i) the Servicer Group I Interest Remittance Amount (including the interest component of any Group I Insured Payments which is available only for the payment of the amount described in writingpriority Second below), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocationsdisbursements have occurred: A. With respect (A) FIRST, concurrently, to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Group I Trustee Fee and any Transition Expenses for Group I. 2. ConcurrentlyFee, to the Certificate Insurer, the Group I Premium Amount and to the Auction Agent, the Auction Agent Fee; (B) SECOND, to the Owners of the Group I Class A Certificates, the Current Interest with respect to each such Class of Group I Certificates, II Class A Certificates plus the related Class Monthly Interest Carry Forward Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among with respect to each such Class of Group I Class A Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without any priority among such Class A Certificates; provided, that if the Group I Certificates. 3. The remaining Interest Remittance Amount less the amount pursuant paid to clause C. below. B. With respect the Trustee as the Group I Trustee Fee, the Group I Premium Amount paid to amounts in the Certificate Account received Insurer, and the amount paid to the Auction Agent as the Auction Agent Fee (such amount, the "Group I Interest Amount Available") plus the interest component of any Group I Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Group III Class A Certificates, then such amount will be distributed among the outstanding Classes of Group I Class A Certificates pro rata based on the aggregate amount of interest due on each such Class, and any shortfall will be carried forward as the Group I Class A Interest Carry Forward Amount; (C) THIRD, to the extent of the Group I Interest Amount Available then remaining, to the Owners of the Group II Class A Certificates the amount of any shortfall on such Payment Date under priority Second in Section 7.03(b)(ii) below; (D) FOURTH, to the extent of the Group I Interest Amount Available then remaining, to the Owners of the Class B Certificates an amount equal to the product of (a) the Class B Current Interest and (b) a fraction, the numerator of which is the outstanding Group I Class A Certificate Principal Balance and the denominator of which is the Aggregate Class A Certificate Principal Balance; and (E) FIFTH, the Group I Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03. (ii) From the Group II Interest Remittance Amount (including the interest component of any Group II Insured Payments which is available only for the payment of the amount described in priority Second below), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: 1. To (A) FIRST, concurrently, to the Trustee, the Group II Trustee Fee and any Transition Expenses for to the Certificate Insurer, the Group II.II Premium Amount; 2. Concurrently(B) SECOND, to each Class the Owners of the Group II Class A Certificates, the related Class Monthly Current Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among with respect to each such Class of Group II Class A Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly plus the Interest Carry Forward Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Group II Class A Certificates without any priority among such Class A Certificates; provided, that if the Group II Interest Remittance Amount less the amount paid to the Trustee as the Group II Trustee Fee and the Group II Premium Amount paid to the Certificate Insurer (such amount, the "Group II Interest Amount Available") plus the interest component of any Group II Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Group II Class A Certificates, then such amount will be distributed among the outstanding Classes of Group II Class A Certificates pro rata based on the aggregate amount that would have been distributed to of interest due on each such Class, and any shortfall will be carried forward as the Group II Class A Interest Carry Forward Amount; (C) THIRD, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Group I Class A Certificates the amount of any shortfall on such Payment Date under priority Second in Section 7.03(b)(i) above; (D) FOURTH, to the absence extent of such shortfallthe Group II Interest Amount Available then remaining, to the Owners of the Class B Certificates an amount equal to the product of (a) the Class B Current Interest and (b) a fraction, the numerator of which is the outstanding Group II Class A Certificate Principal Balance and the denominator of which is the Aggregate Class A Certificate Principal Balance; and (E) FIFTH, the Group II Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.

Flow of Funds. (ia) The On each Remittance Date, the Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the ServicerMaster Servicer or any Sub-servicer. (iib) The On each Remittance Date, the Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerMaster Servicer or any Sub-servicer. (bc) On Subject to any superseding provisions of clause (d) below, during the continuance of a Certificate Insurer Default, on each Distribution Date, Payment Date the Trustee shall make the following allocations, disbursements and transfers (based solely of amounts then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant to subsection (a) for each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, from amounts then on deposit in the Certificate Account received to the Trustee, an amount equal to the Trustee's Fees then due to it; (ii) second, (x) from amounts then on deposit therein with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Premium Amount for such Payment Date and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates (y) from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received deposit therein with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II CertificatesPremium Amount for such Payment Date; (iii) third, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates from amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account to the Master Servicer, an amount equal to any Master Servicing Fees then due to it on account of the Unaffiliated Originator Loans not theretofore received by the Master Servicer pursuant to Section 8.8(c)(i) hereof, as reported by the Master Servicer to the Trustee; 62 70 (iv) fourth, on each Payment Date, the Trustee shall allocate an amount equal to the excess of (a) the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group I and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group II: 1. Concurrentlyand Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow shall be allocated on such Payment Date with respect to the Senior Certificates related Mortgage Loan Group in both Certificate Groupsan amount equal to the excess, if any, of (x) the related Class Monthly Interest Group Insured Distribution Amount and any related Class Interest Carryover Shortfall for such Payment Date over (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Available Funds Shortfall" with respect to the extent not related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be paid pursuant to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses A. (A), (B) and B. (C) above on shall be paid to the applicable Distribution Date, allocated among each such Class Certificate Insurer in respect of Senior Certificates pro rata based on any Reimbursement Amount with respect to the amount that would have been distributed to each such Class in the absence of such shortfall.other Mortgage Loan Group;

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II II, the Closing Date Deposit and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect The Group I Monthly Interest Amount and Group II Monthly Interest Amount, respectively, are required to amounts be distributed in the Certificate Account received with respect to Group Ifollowing order of priority until such amounts have been fully distributed: 1. To first, to the Trustee, the Trustee Fee and any Transition Expenses for Group I.the related Group; 2. Concurrentlysecond, to each Class of Group I Certificatesthe Senior Certificates for such Group, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the such Class on that Distribution Date; provided, allocated however, if the interest collections for the related Group are not sufficient to make a full distribution of the Class Monthly Interest Amount and any Class Interest Carryover Shortfall with respect to the Senior Certificates of such Group, the interest amounts for the related Group will be distributed pro rata among each such Class of Senior Certificates of the related Group I Certificates on a pro rata basis based on each Group I Certificate’s the ratio of: (i) the Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates.for that Class to (ii) the total amount of Class Monthly Interest Amount and any Class Interest Carryover Shortfall for the Senior Certificates of the Group; 3. The remaining amount third, to the Class M-1 Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date;; 4. fourth, to the Class M-2 Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date; 5. fifth, to the Class B Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date; and 6. sixth, any remainder will be treated as Excess Interest of such Group and distributed pursuant to clause C. below. B. With The Principal Distribution Amount for that Distribution Date with respect to amounts each Group is required to be distributed in the following order of priority until the related Principal Distribution Amount has been fully distributed: 1. to the Senior Certificates of the related Group, the Senior Principal Distribution Amount for the Group, as follows: (i) the Senior Principal Distribution Amount for Group I is required to be distributed as follows: (A) first, the Class AF-6 Lockout Distribution Amount to the Class AF-6 Certificates, and (B) then, the balance of the Senior Principal Distribution Amount for Group I, sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Certificates so that no distribution will be made to any such Class until the Certificate Account received Principal Balances of all the related Senior Certificates with a lower numeral designation shall have been reduced to zero; provided, however, that, on any Distribution Date on which the Certificate Principal Balance of the Senior Certificates with respect to Group I is equal to or greater than the aggregate Loan Balance of the Group I Home Equity Loans, the Senior Principal Distribution Amount for Group I will be distributed pro rata and not sequentially to those Senior Certificates; and (ii) the Senior Principal Distribution Amount for Group II is required to be distributed to the Class AV Certificates until the Certificate Principal Balance of that Class has been reduced to zero; 2. to the Class M-1 Certificates of the Group, the Class M-1 Principal Distribution Amount for that Class; 3. to the Class M-2 Certificates of the Group, the Class M-2 Principal Distribution Amount for that Class; and 4. to the Class B Certificates of the Group, the Class B Principal Distribution Amount for that Class. C. Group I Monthly Interest Amounts or Group II Monthly Interest Amounts, as applicable, remaining pursuant to clause A.6 above, together with any Excess Overcollateralization Amount for the related Group, will be treated as Excess Interest and will be required to be distributed in the following order of priority until fully distributed: 1. the Subordination Increase Amount for the Group, payable in the order of priority set forth in clauses B.1 through B.4 above; 2. to the Class M-1 Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 3. to the Class M-1 Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 4. to the Class M-2 Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 5. to the Class M-2 Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 6. to the Class B Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 7. to the Class B Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 8. for distribution to the other Group first, to the Offered Certificates of the other Group, payable in the order of priority set forth in clauses B.1 through B.4 above, to the extent that any Subordination Increase Amounts with respect to such Certificates have not otherwise been distributed in full for that Distribution Date and then, to the Offered Certificates of the other Group in accordance with the priorities set forth in clauses C.2 through C.7, to the extent that any related Class Principal Carryover Shortfalls have not otherwise been distributed in full for that Distribution Date; 9. to the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount and (b) the WAC Excess; 10. in the case of Group I, sequentially, to the Class MF-1, Class MF-2 and Class BF Certificates, in that order, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I and, in the case of Group II, to the Group II Certificates, payable in the order of priority set forth in clauses 1 through 5 of clause A. above, the related Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II:; 111. To the Trustee, to the Trustee Fee and any Transition as reimbursement for all Trustee Reimbursable Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount Group incurred in connection with its duties and any related Class Interest Carryover Shortfall obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clause A.1 above, payable first from the related Group and then from the other Group; 12. to the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest each with respect to the related Group, payable first from the related Group and then from the other Group; and 13. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses A. C. 9 through C. 12 above; provided, however, that on any Distribution Date on which the Class X-IO Distribution Amount is distributable pursuant to Section 9.02(d), any Class X-IO Distribution Amount shall instead be distributed to the Classes of Offered Certificates of the related Group, such amount to be applied in reduction of the Certificate Principal Balance of such Classes in the same order of priority as the principal distribution amounts are to be applied for such related Offered Certificates pursuant to clauses B.1 through B.4 above. 14. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and B. above all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the applicable Distribution Date, allocated among each such Class of Senior X-IO and Class R Certificates pro rata based on the amount that would have been distributed pursuant to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (i) The Trustee shall deposit in to the Certificate Account with respect to each Mortgage Loan Group, without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(iii) and the Group I Monthly Remittance Amount remitted by the Master Servicer. (ii) The On each Payment Date, the Trustee shall deposit in transfer the Lower-Tier Group I Distribution Amount from the Certificate Account without duplication, upon receipt, with respect to the Upper-Tier Group III Distribution Account. (iii) On each Payment Date, the proceeds of any liquidation of Trustee shall transfer the assets of Lower-Tier Group II Distribution Amount from the Trust insofar as such assets relate to Group II, all remittances made Certificate Account to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Upper-Tier Group II and the Group II Monthly Remittance Amount remitted by the ServicerDistribution Account. (b) On With respect to the Upper-Tier Group I Distribution Account on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by from the Servicer in writing), from amounts deposited in the Certificate Account Group I Interest Remittance Amount transferred thereto pursuant to subsection (a) ), in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocationsdisbursements have occurred: A. (i) First, to the Trustee, the portion of the Trustee's Fee relating to Group I; (ii) Second, to the Group I Insurer, the Premium Amount; (iii) Third, to the Owners of the Class A Certificates related to Group I, the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Certificates (including, with respect to the Class A-7 Certificates, the Component I Current Interest and the Component I Interest Carry Forward Amount) without any priority among such Class A Certificates; provided, that if the Group I Interest Amount Available is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Certificates related to Group I, the Group I Interest Amount Available will be distributed among the outstanding Classes of Class A Certificates related to Group I pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward; and (iv) Fourth, the Group I Monthly Excess Cashflow Amount shall be applied or distributed as provided in subsection (f) of this Section 7.5. (c) With respect to the Upper Tier Group II Distribution Account on each Payment Date, the Trustee shall make the following disbursements from the Group II Interest Remittance Amount transferred thereto pursuant to subsection (a), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) First, to the Trustee, the portion of the Trustee's Fee relating to Group II; (ii) Second, to the Owners of the Class A-8 Certificates, the Class A-8 Current Interest and the Class A-8 Interest Carry Forward Amount and to the Class A-7 Certificates, the Component II Current Interest and the Component II Interest Carry Forward Amounts related to Component II, without any priority among such Class A Certificates; provided, that if the Group II Interest Amount Available is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Certificates related to Group II, the Group II Interest Amount Available will be distributed among the outstanding Classes of Class A Certificates related to Group II pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward; (iii) Third, to the extent of the Group II Interest Amount Available remaining, to the Owners of the Class M-1 Certificates, the Class M-1 Current Interest; (iv) Fourth, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class M-2 Certificates, the Class M-2 Current Interest; (v) Fifth, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class B-1 Certificates, the Class B-1 Current Interest; and (vi) Sixth, the Group II Monthly Excess Cashflow Amount shall be applied or distributed as provided in subsection (g) of this Section 7.5. (d) With respect to the Upper Tier Group I Distribution Account, on each Payment Date, the Trustee shall make the following disbursements from amounts in relating to principal transferred to the Certificate Account received pursuant to subsection (a), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) the Group I Principal Distribution Amount shall be distributed to the Owners of the Class A-6 Certificates in an amount equal to the Class A-6 Lockout Distribution Amount, with the remainder paid to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Principal Balance has been reduced to zero; (ii) the excess of (x) the Group I Principal Distribution Amount over (y) the amount distributed in clause (d)(i) above shall be distributed to the Owners of the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates and the Class A-5 Certificates, sequentially in that order, until the Certificate Principal Balance of each Class (in ascending order of numerical designation) has been reduced to its Targeted Balance (as set forth in Annex I hereto) for such Payment Date; (iii) the excess of (x) the Group I Principal Distribution Amount over (y) the amounts distributed in clauses (d)(i) and (ii) above shall be distributed to the Owners of the Class A-7 Certificates as payment with respect to Component I until the Component I Principal Balance has been reduced to zero; (iv) the excess of (x) the Group I Principal Distribution Amount over (y) the amounts distributed in clauses (d)(i), (ii) and (iii) above shall be distributed to the Owners of the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates and the Class A-5 Certificates, sequentially in that order, until the Certificate Principal Balance of each Class (in ascending order of numerical designation) has been reduced to zero; (v) the excess of (i) the Group I Principal Distribution Amount over (ii) the amounts distributed in clauses (d)(i), (ii), (iii) and (iv) above shall be distributed to the Owners of the Class A-6 Certificates until the Class A-6 Certificate Principal Balance has been reduced to zero; and (vi) any amount of the Group I Principal Distribution Amount remaining after making all of the distributions in clauses (d)(i), (ii), (iii), (iv) and (v) above shall be distributed as provided in subsection (f) of this Section 7.5. 67 73 (vii) Notwithstanding the foregoing, on any Payment Date on which the Group I Overcollateralization Amount is zero and a Group I Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Group I Certificates (other than the Class A-IO Certificates) (including the Class A-7 Certificates to the extent of the Component I Principal Balance) on such Payment Date shall be distributed pro rata and not in accordance with the above priorities. (e) With respect to the Upper-Tier Group II Distribution Account, on each Payment Date, the Trustee shall make the following disbursements in the following amounts: (i) either (x) before the Stepdown Date with respect to Group I: 1. To the TrusteeII or (y) with respect to which a Group II Delinquency Trigger Event is in effect, the Trustee Fee Owners of the Class A-8 Certificates and any Transition Expenses the Class A-7 Certificates (with respect to Component II) will be entitled to receive payment of 100% of the Group II Principal Distribution Amount for Group I. 2. Concurrentlysuch Payment Date as follows: first, to each the Owners of the Class of Group I A-8 Certificates, the related Class Monthly Interest A-8 Lockout Distribution Amount and any related then to the Owners of the Class Interest Carryover Shortfall for A-7 Certificates until the Distribution Date, allocated among each such Class of Group I Certificates Component II Principal Balance has been reduced to zero; (ii) on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in or after the Certificate Account received Stepdown Date with respect to Group II: 1. To the Trustee, and if a Group II Delinquency Trigger Event is not in effect, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class Owners of Group II Certificates, all Classes of the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant will be entitled to clause C. below. C. With respect to any remaining amounts receive payments of principal, in the Certificate Account received with respect to Group I following order of priority, in the amounts set forth below and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not of the Group II Principal Distribution Amount, as follows: (A) the lesser of (x) the Group II Principal Distribution Amount and (y) the Group II Class A Principal Distribution Amount shall be distributed to the Owners of the Class A-8 Certificates, in an amount equal to the Class A-8 Lockout Distribution Amount, with the remainder paid pursuant to clauses A. and B. above on the applicable Owners of the Class A-7 Certificates until the Component II Principal Balance of the Class A-7 Certificates has been reduced to zero; (B) the lesser of (x) the excess of (i) the Group II Principal Distribution Date, allocated among each such Class of Senior Certificates pro rata based on Amount over (ii) the amount that would have been distributed in clause (e)(ii)(A) above and (y) the Class M-1 Principal Distribution Amount shall be distributed to each such the Owners of the Class M-1 Certificates, until the Class M-1 Certificate Principal Balance has been reduced to zero; (C) the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the sum of the amount distributed in clause (e)(ii)(A) above and the absence amount distributed in clause (e)(ii)(B) above and (y) the Class M-2 Principal Distribution Amount shall be distributed to the Owners of such shortfall.the Class M-2 Certificates, until the Class M-2 Certificate Principal Balance has been reduced to zero; (D) the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the sum of the amount distributed in clause (e)(ii)(A) above, the amount distributed in clause (e)(ii)(B) above and the amount distributed in clause (e)(ii)(C) above and (y) the Class B-1 Principal Distribution Amount shall be distributed to the Owners of the Class B-1 Certificates, until the Class B-1 Certificate Principal Balance has been reduced to zero; and

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with With respect to Group I, the Trustee shall deposit to the Certificate Account, without duplication, (i) any Insured Payments relating to such Group, (ii) the proceeds of any liquidation of the assets of the Trust insofar as such assets proceeds relate to Group I, (iii) all remittances made to the Trustee pursuant to Sections 8.08(e), Section 8.09 and 8.10 with respect insofar as such remittances relate to Group I and I, (iv) each portion of the Group I Monthly Remittance Amount remitted by the related Servicer, (v) on the Payment Dates and the Pre- Funding Payment Date during the Funding Period and the Pre-Funding Payment Date, the Group I Capitalized Interest Requirement and the Group I Pre-Funding Account Earnings to be transferred on such Payment Date (or Pre-Funding Payment Date) from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (vi) on the Payment Dates during the Funding Period the amount, if any, to be transferred on such Payment Date (or Pre-Funding Payment Date) from the Pre-Funding Account pursuant to Section 7.04(c) hereof. (iib) The With respect to Group II, the Trustee shall deposit in (x) to the Certificate Account without duplication, upon receipt(i) any Insured Payments relating to such Group, with respect to Group II, (ii) the proceeds of any liquidation of the assets of the Trust insofar as such assets proceeds relate to Group II, (iii) all remittances made to the Trustee pursuant to Sections 8.08(e), Section 8.09 and 8.10 with respect insofar as such remittances relate to Group II and II, (iv) each portion of the Group II Monthly Remittance Amount remitted by the related Servicer, (v) on the Payment Dates during the Funding Period and the Pre-Funding Payment Date, the Group II Capitalized Interest Requirement to be transferred on such Payment Date (or Pre-Funding Payment Date) from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (vi) on the Payment Dates during the Funding Period and the Pre- Funding Payment Date, the amount, if any, to be transferred on such Payment Date (or Pre-Funding Payment Date) from the Pre-Funding Account pursuant to Section 7.04(c) hereof and (y) to the Group II Available Funds Cap Carry-Forward Amount Account any Group II Available Funds Cap Carry- Forward Amounts. (bc) On With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, the Trustee shall disburse the Premium Amount for such Payment Date to amounts in the Certificate Account received with respect Insurer; (ii) second, to Group I: 1. To the Trustee, the Trustee Fees with respect to such Group then due (plus any expenses owing to the Trustee pursuant to Section 2.05 and Section 8.21(f)); (iii) third, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date (net of the related Premium Amount paid pursuant to clause (i) above and the Trustee Fee payable under clause (ii) above) plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and any Transition Expenses for Payment Date (such sum (net of such Premium Amount and Trustee Fee) being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group I.and Payment Date) with respect to such Mortgage Loan Group in the following order of priority: 2. Concurrently(A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (v) below on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the amount, if any, by which (x) the related Current Interest and Subordination Deficit, if any, for such Payment Date exceeds (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Group I Available Funds Shortfall" with respect to Group I and the "Group II Available Funds Shortfall" with respect to Group II); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the related Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be disbursed to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group; (iv) fourth, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (iii) above (the "Net Monthly Excess Cashflow" for such Mortgage Loan Group and Payment Date) is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (v) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Payment Date; (B) second, any Net Monthly Excess Cashflow remaining after the allocation described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (v) below, the Subordination Deficiency Amount, if any, with respect to the other Mortgage Loan Group; and (C) third, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the allocations described in clauses (A) and (B) above and (ii) the excess of (a) the Group II Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account shall be allocated to the Group II Available Funds Cap Carry-Forward Amount Account. (D) fourth, any Net Monthly Excess Cashflow remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the related Servicer to the extent of any unreimbursed Delinquency Advances and Servicing Advances determined by the related Servicer to be nonrecoverable and Servicing Fees and unreimbursed expenses pursuant to Section 8.25; (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c) from amounts (including any related Insured Payment) then on deposit in the Certificate Account with respect to the related Mortgage Loan Group, the Trustee shall distribute: (A) to the Owners of the Group I Certificates, the related Class Monthly Current Interest Amount and any thereon until the related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates A Certificate Termination Date on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates I Certificate's Current Interest without any priority among the related Group I Certificates; (B) to the Owners of the Class A-8 Certificates, the Class A-8 Current Interest until the Class A-8 Certificate Termination Date; (C) to the Owners of the Class S Certificates, the Class S Distribution Amount for such Payment Date on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without with no priority among such Class S Certificates; (D) the Group I Principal Distribution Amount shall be distributed as follows: (1) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Termination Date; (2) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Termination Date; (3) third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Termination Date; (4) fourth, to the Owners of the Class A-4 Certificates until the Class A-4 Certificate Termination Date; (5) fifth, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Termination Date; (6) sixth, to the Owners of the Class A-6 Certificates until the Class A-6 Certificate Termination Date; and (7) seventh, to the Owners of the Class A-7 Certificates until the Class A-7 Certificate Termination Date; (E) to the Owners of the Class A-8 Certificates, the Group II Principal Distribution Amount until the Class A-8 Certificate Termination Date; (vi) sixth, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts then on deposit in the Certificate Account, the Trustee shall distribute: (A) to the Owners of the Class B-10 Certificates, the Class B-10 Distribution Amount; and (B) to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. 3. The remaining amount pursuant (d) On each Payment Date, following the allocations and payments described above, the Trustee shall distribute to clause C. belowthe Owners of the Class A-8 Certificates the amount, if any, then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account. C. With respect (e) On any Payment Date during the continuance of any Certificate Insurer Default: (i) Any amounts otherwise payable to any remaining amounts the Certificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Certificate Account as Total Available Funds; and (ii) If there is a Subordination Deficit, then the Class A Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any Outstanding Class A Certificates on such Payment Date. (f) Notwithstanding (i) clause (c)(v) above, the aggregate amounts distributed on all Payment Dates to the Owners of the Class A Certificates on account of principal pursuant to clauses (c)(v)(D) and (E) shall not exceed the original Certificate Principal Balance of the related Certificates and (ii) clause (c)(vi) above, the Trustee shall distribute any amounts owed to the related Servicer pursuant to Section 8.30 hereof prior to any distribution to the Owners of the Class B-10 Certificates. (g) Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners of the Class A Certificates or Class S Certificates, the Trustee shall receive such payments as attorney-in-fact of the Owners of the Class A Certificates or Class S Certificates and deposit such Insured Payments in the Policy Payments Account and on the related Payment Date transfer such Insured Payments to the Certificate Account and shall distribute such Insured Payments on the related Payment Date, or the proceeds thereof to the Owners of such Certificates or on such later date on which the Trustee has received such Insured Payment on or before 12:00 noon New York City time. (h) Anything herein to the contrary notwithstanding, any payment with respect to Group I and Group II: 1. Concurrently, principal of or interest on any of the Class A Certificates or interest on any of the Class S Certificates which is made with moneys received pursuant to the Senior terms of any Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in both the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Seller, the Servicers and the Trustee acknowledge, and each Owner by its acceptance of a Certificate Groupsagrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Seller, the Servicers, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass-Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it other than pursuant to clauses 7.03(c)(iii)(C) and (D). The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Certificates and Class S Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class Monthly Interest A Certificates and Class S Certificates as set forth in Section 7.03(c)(v). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of the Certificate Insurance Policies shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates and Class S Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(c)(iii)(C) and any related Class Interest Carryover Shortfall (D) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Subordinate Certificates to receive distributions in respect of the Subordinate Certificates, and all ownership interests of the Owners of the Subordinate Certificates, in and to such distributions, shall be subject and subordinate to the extent preferential rights of the Owners of the Class A Certificates and Class S Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Subordinate Certificates in amounts deposited in the Accounts from time to time shall not paid vest unless and until such amounts are distributed in respect of the Subordinate Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Subordinate Certificates shall not be required to refund any amount properly distributed on the Subordinate Certificates pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with With respect to Group I, the Servicers shall remit and the Trustee shall deposit to the Certificate Account, without duplication, (v) the proceeds of any liquidation of the assets of the Trust insofar as such assets proceeds relate to Group I, (w) all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.09 insofar as such remittances relate to Group I, 8.09 and 8.10 with respect (x) each portion of the Monthly Remittance Amount relating to Group I remitted by the related Servicer, (y) on the Payment Date in October 1997 and the Pre-Funding Payment Date, the Group I Capitalized Interest Requirement and the Group I Monthly Remittance Amount remitted by Pre-Funding Account Earnings to be transferred on such Payment Date from the ServicerCapitalized Interest Account, pursuant to Section 7.04(e) hereof and (z) on the Payment Date in October 1997 and the Pre-Funding Payment Date, the amount, if any, to be transferred on such Payment Date (or Pre-Funding Payment Date) from the Pre- Funding Account pursuant to Section 7.04(c) hereof. (ii) The On each Payment Date, the Trustee shall transfer the Lower-Tier Group I Distribution Amount from the Certificate Account to the Upper-Tier Group I Distribution Account. (iii) On each Payment Date, the Trustee shall distribute from the Certificate Account to the Owners of the Class S Certificates, the Class S Distribution Amount relating to Group I. (i) With respect to Group II, the Servicers shall remit and the Trustee shall deposit in to the Certificate Account without duplication, upon receipt, with respect to Group II, (v) the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Trust

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each To the Class of Group II AV Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with With respect to Group I, the Servicer and the Special Servicer shall, no later than the related Monthly Remittance Date, remit and the Trustee shall deposit to the Certificate Account, without duplication, (x) any proceeds of any received upon liquidation of the assets of the Trust insofar as such assets proceeds relate to Group I, (y) all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect insofar as such remittances relate to Group I and (z) the Group I portion of the Monthly Remittance Amount relating to Group I required to be remitted by the Servicer and the Special Servicer. (ii) The On each Payment Date, the Trustee shall transfer the Lower-Tier Group I Distribution Amount from the Certificate Account to the Upper-Tier Group I Distribution Account. (iii) On each Payment Date, the Trustee shall distribute from the Certificate Account to the Special Servicing Fee Reserve Fund on behalf of the Owners of the Class S Certificates, the Class S Distribution Amount relating to Group I. (i) With respect to Group II, the Servicer and the Special Servicer shall, no later than the related Monthly Remittance Date, remit and the Trustee shall deposit in to the Certificate Account without duplication, (x) any proceeds received upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets proceeds relate to Group II, (y) all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect insofar as such remittances relate to Group II and (z) each portion of the Group II Monthly Remittance Amount relating to Group II remitted by the Servicer and the Special Servicer. (bii) On each Payment Date, the Trustee shall transfer the Lower-Tier Group II Distribution Amount from the Certificate Account to the Upper-Tier Group II Distribution Account. (iii) On each Payment Date, the Trustee shall distribute from the Certificate Account to the Special Servicing Fee Reserve Fund on behalf of the Owners of the Class S Certificates, the Class S Distribution Amount relating to Group II. (c) With respect to the Upper-Tier Group I Distribution Account, on each Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by from the Servicer in writing), from amounts deposited in the Certificate Account Group I Interest Remittance Amount transferred thereto pursuant to subsection (a) a)(ii), in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocationsdisbursements have occurred: A. (i) First, to the Guarantor, the Guarantee Fee and the Guarantor Reimbursement Amount; (ii) Second, to the Trustee, the portion of the Trustee Fee and reasonable expenses, if any, incurred by the Trustee relating to Group I and to the Master Servicer, the portion of the Master Servicer Fee relating to Group I; (iii) Third, to the Owners of the Class A Certificates related to Group I, the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Certificates without any priority among such Class A Certificates; provided, that if the Group I Interest Amount Available is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Certificates related to Group I and the Guarantor has defaulted under the Guarantee, the Group I Interest Amount Available will be distributed among the outstanding Classes of Class A Certificates related to Group I pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward with accrued interest at the related Class A Pass-Through Rate; (iv) Fourth, to the extent of the Group I Interest Amount Available then remaining, to the Owners of the Class B-1F Certificates, the Class B-1F Current Interest; (v) Fifth, to the extent of the Group I Interest Amount Available then remaining, to the Special Servicing Fee Reserve Fund on behalf of the Owners of the Class C-FIO Certificates, the Class C-FIO Current Interest; and (vi) Sixth, the Group I Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (h) of this Section 7.03. (d) With respect to amounts the Upper-Tier Group II Distribution Account on each Payment Date, the Trustee shall make the following disbursements from the Group II Interest Remittance Amount transferred thereto pursuant to subsection (b)(ii), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) First, to the Trustee, the portion of the Trustee Fee and reasonable expenses, if any, incurred by the Trustee relating to Group II and to the Master Servicer, the portion of the Master Servicer Fee relating to Group II; (ii) Second, to the Owners of the Class A Certificates related to Group II, the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Certificates without any priority among such Class A Certificates; provided, that if the Group II Interest Amount Available is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Certificates related to Group II, the Group II Interest Amount Available will be distributed among the outstanding Classes of Class A Certificates related to Group II pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward with accrued interest at the related Class A Pass-Through Rate; (iii) Third, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class M-1A Certificates, the Class M-1A Current Interest; (iv) Fourth, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class M-2A Certificates, the Class M-2A Current Interest; (v) Fifth, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class B-1A Certificates, the Class B-1A Current Interest; (vi) Sixth, to the extent of the Group II Interest Amount Available then remaining, to the Special Servicing Fee Reserve Fund on behalf of Owners of the Class C-AIO Certificates, the Class C-AIO Current Interest; and (vii) Seventh, the Group II Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (i) of this Section 7.03. (e) On each Payment Date, the Trustee will disburse from the portion of the Upper-Tier Group I Distribution Account that consists of principal to the Guarantor any Guarantee Fee and Guarantor Reimbursement Amount not paid pursuant to Section 7.03(c)(i) hereof. (f) With respect to the Upper-Tier Group I Distribution Account on each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal transferred thereto, in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) On each Payment Date (a) before the Group I Stepdown Date or (b) on or after the Group I Stepdown Date if a Group I Trigger Event is in effect, the Owners of the Class A Certificates related to Group I will be entitled to receive payment of 100% of the Group I Principal Distribution Amount remaining after any distribution to the Guarantor pursuant to clause (e) above as follows: (I) to the Owners of the Class A-6 Certificates, the Class A-6 Lockout Distribution Amount and (II) to the Owners of the Class A Certificates related to Group I, as follows: first, to the Owners of the Class A-1 Certificates, until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates, until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates, until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; and, sixth, to the Owners of the Class A-6 Certificates, until the Class A-6 Certificate Principal Balance is reduced to zero; provided, however, that if the Guarantor has defaulted on the Guarantee then on any Payment Date on which the sum of (x) the Class B-1F Certificate Principal Balance and the (y) Group I Overcollateralization Amount is zero, any amounts of principal payable to the Owners of the Class A Certificates related to Group I on such Payment Date shall be distributed pro rata and not sequentially. (ii) Notwithstanding the provisions of Section 7.03(f)(i), if the Certificate Principal Balance of the Class A Certificates related to Group I is reduced to zero and it is prior to the Group I Stepdown Date or during the continuation of a Group I Trigger Event, the Owners of the Class B-1F Certificates relating to Group I will be entitled to receive payment of 100% of the Group I Principal Distribution Amount remaining after any distribution to the Guarantor pursuant to clause (e) above. (iii) On each Payment Date on or after the Group I Stepdown Date and as long as a Group I Trigger Event is not in effect, the Owners of the Group I Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Group I Principal Distribution Amount remaining after any distribution to the Guarantor pursuant to clause (e) above as follows: (A) First, the lesser of (x) the Group I Principal Distribution Amount and (y) the Group I Class A Principal Distribution Amount shall be distributed (I) to the Owners of the Class A-6 Certificates, in an amount equal to the Class A-6 Lockout Distribution Amount and (II) the remainder paid to the Owners of the Class A Certificates related to Group I as follows: first, to the Owners of the Class A-1 Certificates, until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates, until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates, until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; and, sixth, to the Owners of the Class A-6 Certificates, until the Class A-6 Certificate Principal Balance is reduced to zero; provided, however, that if the Guarantor has defaulted on the Guarantee then on any Payment Date on which the sum of (x) the Class B-1F Certificate Principal Balance and (y) the Group I Overcollateralization Amount is zero, any amounts of principal payable to the Owners of the Class A Certificates related to Group I on such Payment Date shall be distributed pro rata and not sequentially; (B) Second, the lesser of (x) the excess of (i) the Group I Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates related to Group I pursuant to clause (A) above and (y) the Class B-1F Principal Distribution Amount shall be distributed to the Owners of the Class B-1F Certificates, until the Class B-1F Certificate Principal Balance has been reduced to zero; and, (C) Third, any portion of the Group I Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (h) of this Section 7.03. (g) With respect to the Upper-Tier Group II Distribution Account received on each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal transferred thereto, in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) On each Payment Date (a) before the Group II Stepdown Date or (b) on or after the Group II Stepdown Date if a Group II Trigger Event is in effect, the Owners of the Class A Certificates related to Group II will be entitled to receive payment of 100% of the Group II Principal Distribution Amount as follows: (I) to the Owners of the Class A-8 Certificates, the Class A-8 Lockout Distribution Amount and (II) to the Owners of the Class A-7 Certificates until the Class A-7 Certificate Termination Date and then to the Owners of the Class A-8 Certificates until the Class A-8 Certificate Termination Date. (ii) Notwithstanding the provisions of Section 7.03(g)(i) if the Certificate Principal Balance of the Class A-7 Certificates and the Class A-8 Certificates are reduced to zero and it is prior to the Group II Stepdown Date or during the continuation of a Group II Trigger Event, the Owners of the Subordinate Certificates relating to Group II will be entitled to receive payment of 100% of the Group II Principal Distribution Amount as follows: (a) to the Class M-1A Certificates until the Class M-1A Certificate Termination Date; (b) to the Class M-2A Certificates until the Class M-2A Certificate Termination Date; and (c) to the Class B-1A Certificate; until the Class B-1A Certificate Termination Date. (iii) On each Payment Date (a) on or after the Group II Stepdown Date and (b) as long as a Group II Trigger Event is not in effect, the Owners of the Group II Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Group II Principal Distribution Amount as follows: (A) First, until the Class A-8 Certificate Termination Date, the Group II Post Stepdown Amount shall be distributed as follows: (I) to the Owners of the Class A-8 Certificates, the Class A-8 Lockout Distribution Amount and (II) to the Owners of the Class A-7 Certificates until the Class A-7 Certificate Termination Date and thereafter to the Owners of the Class A-8 Certificates until the Class A-8 Certificate Termination Date; (B) Second, the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A-7 Certificates and Class A-8 Certificates in clause (A) above and (y) the Class M-1A Principal Distribution Amount shall be distributed to the Owners of the Class M-1A Certificates, until the Class M-1A Certificate Principal Balance has been reduced to zero; (C) Third, the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A-7 Certificates and Class A-8 Certificates in clause (A) above and the amount distributed to the Owners of the Class M-1A Certificates in clause (B) above and (y) the Class M-2A Principal Distribution Amount shall be distributed to the Owners of the Class M-2A Certificates, until the Class M-2A Certificate Principal Balance has been reduced to zero; (D) Fourth, the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A-7 Certificates and Class A-8 Certificates pursuant to clause (A) above, the amount distributed to the Owners of the Class M-1A Certificates pursuant to clause (B) above and the amount distributed to the Owners of the Class M-2A Certificates pursuant to clause (C) above and (y) the Class B-1A Principal Distribution Amount shall be delivered to the Owners of the Class B-1A Certificates, until the Class B- 1A Certificate Principal Balance has been reduced to zero; and (E) Fifth, any portion of the Group II Principal Remittance Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) above shall be distributed as provided in subsection (i) of this Section 7.03. (h) On any Payment Date, the Group I Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date: (1) to fund any remaining Class A Interest Carry Forward Amount with respect to Group I:; 1. To (2) to fund the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I CertificatesExtra Principal Distribution Amount for such Payment Date; (3) to fund the Class B-1F Interest Carry Forward Amount, if any; (4) to fund the related Class Monthly B-1F Realized Loss Amortization Amount for such Payment Date; (5) to fund the Class C-FIO Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Carry Forward Amoun

Flow of Funds. (ia) The On each Remittance Date, the Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the ServicerMaster Servicer or any Sub-servicer. (iib) The On each Remittance Date, the Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerMaster Servicer or any Sub-servicer. (bc) On Subject to any superseding provisions of clause (d) below during the continuance of a Certificate Insurer Default, on each Distribution Date, Payment Date the Trustee shall make the following allocations, disbursements and transfers (based solely of amounts then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant to subsection (a) for each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, from amounts then on deposit in the Certificate Account to the Master Servicer, an amount equal to any Master Servicing Fees then due to it on account of the Unaffiliated Originator Loans not theretofore received by the Master Servicer pursuant to Section 8.8(c)(i) hereof, as reported by the Master Servicer to the Trustee; (ii) second, (x) from amounts then on deposit therein with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Premium Amount for such Payment Date and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates (y) from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received deposit therein with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II CertificatesPremium Amount for such Payment Date; (iii) third, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates from amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received to the Trustee, an amount equal to the Trustee's Fees then due to it; (iv) fourth, on each Payment Date, the Trustee shall allocate an amount equal to the excess of (a) the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group I and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group II: 1. Concurrentlyand Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow shall be allocated on such Payment Date with respect to the Senior Certificates related Mortgage Loan Group in both an amount equal to the excess, if any, of (x) the related Group Insured Distribution Amount for such Payment Date over (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Available Funds 66 Shortfall" with respect to the related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be paid to the Certificate GroupsInsurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group; (v) fifth, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (iv) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such amount is required to be applied in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the payment of a Subordination Increase Amount, any Subordination Deficiency Amount with respect to the related Class Mortgage Loan Group as of such Payment Date; (B) second, any portion of the Net Monthly Interest Amount Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the payment of a Subordination Increase Amount, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; and (C) third, any remaining Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and any related Class Interest Carryover Shortfall (B) above shall be paid to the Master Servicer to the extent not paid pursuant of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Master Servicer to be owing to it as of such Payment Date. (vi) sixth, following the making by the Trustee of all allocations, transfers and disbursements described above under Sections 7.3 and 7.10 hereof and the prior clauses A. of this Section 7.5, from amounts (including any related Insured Payment) then on deposit in the Certificate Account, the Trustee shall transfer (i) to the Class A-1 Distribution Account the Class A-1 Distribution Amount for such Payment Date; (ii) to the Class A-2 Distribution Account, the Class A-2 Distribution Amount for such Payment Date; and B. above (iii) to the Class R Distribution Account, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (vii) seventh, on each Payment Date, the Trustee shall transfer all monies then on deposit in the Class R Distribution Account to the Supplemental Interest Payment Account; such transfer shall be deemed to be a distribution on the applicable Distribution DateClass R Certificates. (d) On any Payment Date during the continuance of any Certificate Insurer Default: No Premium Amounts or Reimbursement Amounts shall be paid to the Certificate Insurer, allocated among and any amounts otherwise payable to the Certificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Certificate Account as Group I Total Available Funds or Group II Total Available Funds, as appropriate. (e) The Trustee shall distribute on each such Payment Date to the Owners of the Class of Senior Certificates pro rata based on A-1 Certificates, from the amount that would have been then on deposit in the Class A-1 Distribution Account, the lesser of (x) such amount on deposit in such Account and (y) the Class A-1 Full Distribution Amount on such Payment Date. Any application of such amount shall be first made to interest and then to principal (subject to the requirements of paragraph (d)(ii) above). (f) The Trustee shall distribute on each Payment Date to the Owners of the Class A-2 Certificates, from the amount then on deposit in the Class A-2 Distribution Account, the lesser of (x) such amount on deposit in such Account and (y) the Class A-2 Full Distribution Amount on such Payment Date. Any application of such amount shall be first made to interest and then to principal (subject to the requirements of paragraph (d)(ii) above). (g) Notwithstanding any of the foregoing provisions, the aggregate amount distributed to each such the Owners of any Class in A Certificates on account of principal shall not exceed the absence of such shortfallOriginal Certificate Principal Balance for the related Class.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of To the Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) If on any Distribution Date, the amounts available (excluding any Insured Payments and after giving effect to all other distributions on such Distribution Date) to pay the Class A Distribution Amount (excluding any Subordination Increase Amount) are insufficient to pay the Class A Distribution Amount (excluding any Subordination Increase Amount included therein), the Trustee shall withdraw from the Reserve Fund the lesser of such insufficiency and the amount on deposit in the Reserve Fund and shall deposit such amount in the Certificate Account. (b) On Subject to the provisions of clause (c) below on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection subsections (a) and (e) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred; provided, however, amounts related to Insured Payments shall be used only to make payments set forth in clauses (b)(iii)(A)-(C) below to the related Class A Certificates: A. With respect to (i) first, on each Distribution Date (x) from amounts then on deposit in the Certificate Account received for the related Home Equity Loan Group, (A) the Trustee Fee allocable to the related Home Equity Loan Group shall be paid to the Trustee and Trustee Transition Expenses in an amount not to exceed a cumulative amount equal to $50,000.00 in the aggregate for both Loan Groups shall be paid to the Trustee and (B) provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Classes of Class A Certificates for such Distribution Date shall be paid to the Certificate Insurer and (y) from amounts thereon deposit in the Certificate Account for the unrelated Home Equity Loan Group, amounts necessary to pay unpaid amounts pursuant to clause (x)(A) and (B) above; (ii) second, on each Distribution Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to the related Home Equity Loan Group and Distribution Date plus (y) any Subordination Reduction Amount with respect to the related Home Equity Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" for the related Home Equity Loan Group and Distribution Date) to the related Classes of Class A Certificates and the Certificate Insurer in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (b)(iii) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Home Equity Loan Group (net of the related Trustee Fee and the related Premium Amount) and shall be paid as part of the Class A Distribution Amount, first pursuant to clause (b)(iii)(A) below, and then as applicable pursuant to clause (b)(iii)(B) or (C) below (the amount of such difference being the "Group I Available Funds Shortfall" with respect to Group I and the "Group II Available Funds Shortfall" with respect to Group II); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocation described in clause (b)(ii)(A) above shall be allocated against any Available Funds Shortfall with respect to the other Home Equity Loan Group; (C) third, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A) and (B) above shall be allocated to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Classes of Class A Certificates; (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B) and (C) above shall be paid first, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, to the Certificate Insurer in respect of any Reimbursement Amount with respect to the unrelated Classes of Class A Certificates and second, to the Trustee in respect of any Trustee Transition Expenses to the extent not paid pursuant to clause (b)(i)(x)(A) above; (E) fifth, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the application described in clauses (b)(ii)(A), (B), (C) and (D) above shall be used to reduce to zero, through the payment to the Owners of the related Classes of Class A Certificates of a Subordination Increase Amount included in the related Principal Distribution Amount, which shall be paid pursuant to clause (b)(iii)(B) or (C) below, any Subordination Deficiency Amount with respect to the related Home Equity Loan Group as of such Distribution Date; (F) sixth, if a Certificate Insurer Default, as defined in clause (a) of the definition thereof has occurred and is continuing, then any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B), (C), (D) and (E) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Classes of Class A Certificates; (G) seventh, any portion of the Total Monthly Excess Cashflow remaining after the application described in clauses (b)(ii)(A), (B), (C), (D), (E) and (F) above shall be used to reduce to zero, through the payment to the Owners of the unrelated Classes of Class A Certificates of a Subordination Increase Amount included in the Principal Distribution Amount for such unrelated Classes pursuant to clauses (b)(iii)(B) or (C) below, any related Subordination Deficiency Amount, as of such Distribution Date; (H) eighth, if a Certificate Insurer Default, as defined in clause (a) of the definition thereof, has occurred and is continuing, then any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B), (C), (D), (E), (F) and (G) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the unrelated Classes of Class A Certificates; (I:) ninth, any portion of Total Monthly Excess Cashflow with respect to Group II remaining after application of clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G) and (H) above shall be allocated to the Owners of Class A-7 Certificates pursuant to clause (b)(iii)(E) below, to the extent of any Class A-7 Certificateholders' Interest Index Carryovers from prior Distribution Dates; and 1. To (J) tenth, any Total Monthly Excess Cashflow remaining after the Trusteeapplication described in clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G), (H) and (I) above shall be allocated to the Servicer pursuant to clause (b)(iii)(F) below to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest; (iii) third, following the making by the Trustee of all allocations, transfers and disbursements described in clause (b)(ii) above from amounts (including any related Insured Payment which shall be used only to make the payments set forth in clauses (iii)(A)-(C)) then on deposit in the Certificate Account for the related Home Equity Loan Group (after giving effect to the allocations provided in clause (b)(ii) above from the other Home Equity Loan Group), the Trustee Fee and any Transition Expenses for Group I.shall distribute: 2. Concurrently, (A) to the Owners of each Class of Group I related Class A Certificates, the related Current Interest for each Class Monthly Interest Amount and (including the related proceeds of any related Class Interest Carryover Shortfall for Insured Payments made by the Distribution Date, allocated among each such Class Certificate Insurer in respect of Group I Certificates the related Current Interest) on a pro rata basis based on each Group I such Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates; (B) the Group I Principal Distribution Amount shall be distributed as follows: (I) to the Owners of the Class A-6 Certificates an amount equal to the Class A-6 Lockout Distribution Amount and (II) the remainder as follows: (i) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Principal Balance is reduced to zero; (ii) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Principal Balance is reduced to zero; (iii) third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Principal Balance is reduced to zero; (iv) fourth, to the Owners of the Class A-4 Certificates until the Class A-4 Certificates are reduced to zero; (v) fifth, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Principal Balance is reduced to zero; and (vi) sixth, to the Owners of the Class A-6 Certificates until the Class A-6 Certificate Principal Balance is reduced to zero; (C) the Group II Principal Distribution Amount shall be distributed as follows: (I) to the Owners of the Class A-8 Certificates an amount equal to the Class A-8 Lockout Distribution Amount and (II) thereunder as follows: (i) first, to the Owners of the Class A-7 Certificates until the Class A-7 Certificate Principal Balance is reduced to zero and (ii) second, to the Owners of the Class A-8 Certificates until the Class A-8 Certificate Principal Balance is reduced to zero; (1) to the Certificate Insurer the amounts payable to it described in clauses (b)(ii)(C), (D), (F) and (H) above and (2) to the Trustee, the amounts payable to it described in clause (b)(ii)(D) above; (E) to the Owners of the Class A-7 Certificates., the aggregate amount of any Class A-7 Certificateholders' Interest Index Carryover from prior Distribution Dates; 3. The remaining amount (F) to the Servicer the amounts set forth in clause (b) (ii)(J) above; (G) to the Trustee, any unreimbursed Trustee Reimbursable Expenses, and to any successor Servicer, amounts owed pursuant to clause C. below.Section 8.20; B. With respect (iv) fourth, (x) to the Owners of the Class X-IO Certificates, the Initial Class X-IO Distributable Amount and (y) from remaining amounts on deposit in the Certificate Account received with respect to Group II: 1. To following the Trusteemaking by the Trustee of all allocations, transfers and disbursements described above, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, shall distribute to each the Owners of the Class of Group II X-IO Certificates, the related Initial Class Monthly Interest Amount X-IO Distributable Amount, if any, for such Distribution Date and any related the Class Interest Carryover Shortfall X-IO Distribution Amount, if any, for the such Distribution Date; and (v) fifth, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any from remaining amounts on deposit in the Certificate Account received following the making by the Trustee of all allocations, transfers and disbursements described above, the Trustee shall (x) deposit the remaining funds, up to the Class R-2 Distribution Amount, in the Reserve Fund and (y) distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Distribution Date. (c) On any Distribution Date during the continuance of any Certificate Insurer Default, if there is a Subordination Deficit with respect to Group I and or Group II: 1, then the Group I Principal Distribution Amount or the Group II Principal Distribution Amount, as applicable, for such Distribution Date shall be distributed pro rata to the Owners of any related Outstanding Class A Certificates on such Distribution Date. (d) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Class A Certificates on account of principal pursuant to clause (b)(iii)(B) and (C) shall not exceed the original Certificate Principal Balance of the related Class A Certificates. (e) Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Policy Payments Account. ConcurrentlyOn each Distribution Date, pursuant to Section 12.02(b) hereof, such amounts will be transferred from the Policy Payments Account to the Certificate Account and the Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 7.03(b), to the Senior Owners of such Class A Certificates. (f) The Trustee or Paying Agent shall (i) receive for each Owner of the Class A Certificates in both any Insured Payment from the Certificate Groups, Insurer and (ii) disburse the same to the Owners of the related Class Monthly Interest A Certificates as set forth in Section 7.03(b). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates and the Certificate Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 7.03(b)(iii)(D) hereof. Nothing contained in this paragraph shall be construed so as to impose duties or obligations on the Trustee that are different from or in addition to those expressly set forth in this Agreement. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and any related all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, except with respect to the Initial Class Interest Carryover Shortfall X-IO Distributable Amount to the extent set forth in Section 7.03(b), all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not paid vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account, without duplication, upon receipt, with respect to Group Iany Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, together with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 Substitution Amounts and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted any Loan Purchase Price amounts received by the ServicerTrustee. (b) On With respect to the Certificate Account on each Distribution Payment Date, the Trustee shall shall, based upon the information set forth in a report provided by the Servicer and based upon a calculation made by the Trustee, make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, to the Certificate Insurer, from amounts then on deposit in the Certificate Account received Account, (x) from amounts then on deposit therein with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Premium Amount for such Payment Date and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates (y) from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received deposit therein with respect to Group II:, the Group II Premium Amount for such Payment Date; 1. To (ii) second, to the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates from amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Monthly Trustee Fee Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Group II Monthly Interest Trustee Fee Amount and any related Class Interest Carryover Shortfall for such Payment Date, together with expenses (to the extent not paid by the Sponsor or the Servicer pursuant to clauses A. and B. above Section 2.5) for such Payment Date; (iii) third, on the applicable Distribution each Payment Date, the Trustee shall allocate, with respect to each Mortgage Loan Group an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) in the following order of priority: (A) first, such Total Monthly Excess Cashflow shall be allocated among each on such Class of Senior Certificates pro rata based on Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Group Formula Distribution Amount for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount that would have been distributed to each such Class in the absence of such shortfall.difference being the "Available Funds Shortfall" with respect to the related Mortgage Loan Group);

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with With respect to Group I, the Servicers shall remit and the Trustee shall deposit to the Certificate Account, without duplication, (i) the proceeds of any liquidation of the assets of the Trust insofar as such assets proceeds relate to Group I, (ii) all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.09 insofar as such remittances relate to Group I, 8.09 and 8.10 with respect (iii) each portion of the Monthly Remittance Amount relating to Group I remitted by the related Servicer, (iv) on the Payment Dates during the Funding Period and the Pre-Funding Payment Date, the Group I Capitalized Interest Requirement and the Group I Monthly Remittance Amount remitted by Pre-Funding Account Earnings to be transferred on such Payment Date (or Pre-Funding Payment Date) from the ServicerCapitalized Interest Account, pursuant to Section 7.04(e) hereof and (v) on the Payment Dates during the Funding Period and the Pre-Funding Payment Date the amount, if any, to be transferred on such Payment Date (or Pre-Funding Payment Date) from the Pre-Funding Account pursuant to Section 7.04(c) hereof. (iib) The With respect to Group II, the Servicers shall remit and the Trustee shall deposit in to the Certificate Account without duplication, upon receipt, with respect to Group II, (i) the proceeds of any liquidation of the assets of the Trust insofar as such assets proceeds relate to Group II, (ii) all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.09 insofar as such remittances relate to Group II, 8.09 and 8.10 with respect (iii) each portion of the Monthly Remittance Amount relating to Group II remitted by the related Servicer, (iv) on the Payment Dates during the Funding Period and the Pre-Funding Payment Date, the Group II Capitalized Interest Requirement and the Group II Monthly Remittance Amount remitted by Pre-Funding Account Earnings to be transferred on such Payment Date (or Pre-Funding Payment Date) from the ServicerCapitalized Interest Account, pursuant to Section 7.04(e) hereof and (v) on the Payment Dates during the Funding Period and the Pre-Funding Payment Date, the amount, if any, to be transferred on such Payment Date (or Pre-Funding Payment Date) from the Pre-Funding Account pursuant to Section 7.04(c) hereof. (bc) On With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by from the Servicer in writing), from amounts deposited in the Certificate Account Group I Interest Remittance Amount transferred thereto pursuant to subsection (a) ), in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocationsdisbursements have occurred: A. (i) First, to the Trustee, the portion of the Trustee Fee and reasonable expenses incurred by the Trustee relating to Group I; (ii) Second, to the Owners of the Class A Certificates related to Group I, the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Certificates without any priority among such Class A Certificates; provided, that if the Group I Interest Amount Available is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Certificates related to Group I, the Group I Interest Amount Available will be distributed among the outstanding Classes of Class A Certificates related to Group I pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward; (iii) Third, to the extent of the Group I Interest Amount Available then remaining, to the Owners of the Class M-1F Certificates, the Class M-1F Current Interest; (iv) Fourth, to the extent of the Group I Interest Amount Available then remaining, to the Owners of the Class M-2F Certificates, the Class M-2F Current Interest; (v) Fifth, to the extent of the Group I Interest Amount Available then remaining, to the Owners of the Class B-1F Certificates, the Class B-1F Current Interest; and (vi) Sixth, the Group I Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (h) of this Section 7.03. (d) With respect to amounts in the Certificate Account received on each Payment Date, the Trustee shall make the following disbursements from the Group II Interest Remittance Amount transferred thereto pursuant to subsection (b), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) First, to the Trustee, the portion of the Trustee Fee and reasonable expenses incurred by the Trustee relating to Group II; (ii) Second, to the Owners of the Class A-9 Certificates, the Class A-9 Current Interest plus the Class A-9 Interest Carry Forward Amount; (iii) Third, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class M-1A Certificates, the Class M-1A Current Interest; (iv) Fourth, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class M-2A Certificates, the Class M-2A Current Interest; (v) Fifth, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class B-1A Certificates, the Class B-1A Current Interest; and (vi) Sixth, the Group II Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (i) of this Section 7.03. (e) On each Payment Date, the Trustee shall distribute to the Owners of the Class S Certificates, the Class S Distribution Amount. (f) With respect to the Certificate Account and Group I on each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal transferred thereto, in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) On each Payment Date (a) before the Group I Stepdown Date or (b) with respect to which a Group I Trigger Event is in effect, Owners of the Class A Certificates related to Group I will be entitled to receive payment of 100% of the Group I Principal Distribution Amount as follows: (I) to the Owners of the Class A-8 Certificates, the Class A-8 Lockout Distribution Amount and (II) to the Owners of the Class A Certificates related to Group I, as follows: first, to the Owners of the Class A-1 Certificates, until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates, until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates, until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; sixth, to the Owners of the Class A-6 Certificates, until the Class A-6 Certificate Principal Balance is reduced to zero; seventh, to the Owners of the Class A-7 Certificates, until the Class A-7 Certificate Principal Balance is reduced to zero; and, eighth to the Owners of the Class A-8 Certificates, until the Class ▇- ▇ Certificate Principal Balance is reduced to zero; provided, however, that on any Payment Date on which the sum of the Certificate Principal Balance of the Subordinate Certificates related to Group I and the Group I Overcollateralization Amount is zero, any amounts of principal payable to the Owners of the Class A Certificates related to Group I on such Payment Date shall be distributed pro rata and not sequentially. (ii) Notwithstanding the provisions of Section 7.03(f)(i) if the Certificate Principal Balance of the Class A Certificates related to Group I is reduced to zero prior to the Group I Stepdown Date, the Owners of the Subordinate Certificates relating to Group I will be entitled to receive payment of 100% of the Group I Principal Distribution Amount as follows: (a) to the Class M-1F Certificates until the Class M-1F Certificate Termination Date; (b) to the Class M-2F Certificates until the Class M-2F Certificate Termination Date; and (c) to the Class B-1F Certificate, until the Class B-1F Certificate Termination Date. (iii) On each Payment Date (a) on or after the Group I Stepdown Date and (b) as long as a Group I Trigger Event is not in effect, the Owners of the Group I Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Group I Principal Distribution Amount as follows: (A) First, the lesser of (x) the Group I Principal Distribution Amount and (y) the Group I Class A Principal Distribution Amount shall be distributed (I) to the Owners of the Class A-8 Certificates, in an amount equal to the Class A-8 Lockout Distribution Amount and (II) the remainder paid to the Owners of the Class A Certificates related to Group I as follows: first, to the Owners of the Class A-1 Certificates, until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates, until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates, until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; sixth, to the Owners of the Class A-6 Certificates, until the Class A-6 Certificate Principal Balance is reduced to zero; seventh, to the Owners of the Class A-7 Certificates, until the Class A-7 Certificate Principal Balance is reduced to zero; and, eighth to the Owners of the Class A-8 Certificates, until the Class A-8 Certificate Principal Balance is reduced to zero; provided, however, that on any Payment Date on which the sum of the Certificate Principal Balance of the Subordinate Certificates related to Group I and the Group I Overcollateralization Amount is zero, any amounts of principal payable to the Owners of the Class A Certificates related to Group I on such Payment Date shall be distributed pro rata and not sequentially; (B) Second, the lesser of (x) the excess of (i) the Group I Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Certificates related to Group I in clause (A) above and (y) the Class M-1F Principal Distribution Amount shall be distributed to the Owners of the Class M-1F Certificates, until the Class M-1F Certificate Principal Balance has been reduced to zero; (C) Third, the lesser of (x) the excess of (i) the Group I Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates related to Group I in clause (A) above and the amount distributed to the Owners of the Class M-1F Certificates in clause (B) above and (y) the Class M-2F Principal Distribution Amount shall be distributed to the Owners of the Class M-2F Certificates, until the Class M-2F Certificate Principal Balance has been reduced to zero; (D) Fourth, the lesser of (x) the excess of (i) the Group I Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates related to Group I pursuant to clause (A) above, the amount distributed to the Owners of the Class M-1F Certificates pursuant to clause (B) above and the amount distributed to the Owners of the Class M-2F Certificates pursuant to clause (C) above and (y) the Class B-1F Principal Distribution Amount shall be delivered to the Owners of the Class B-1F Certificates, until the Class B-1F Certificate Principal Balance has been reduced to zero; and (E) Fifth, any portion of the Group I Principal Remittance Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) above shall be distributed as provided in subsection (h) of this Section 7.03. (g) With respect to the Certificate Account and Group II on each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal transferred thereto, in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) On each Payment Date (a) before the Group II Stepdown Date or (b) with respect to which a Group II Trigger Event is in effect, Owners of the Class A-9 Certificates will be entitled to receive payment of 100% of the Group II Principal Distribution Amount, until the Class A-9 Certificate Principal Balance has been reduced to zero. (ii) Notwithstanding the provisions of Section 7.03(3)(i) if the Class A-9 Certificate Principal Balance is reduced to zero prior to the Group II Stepdown Date, the Owners of the Subordinate Certificates relating to Group II will be entitled to receive payment of 100% of the Group II Principal Distribution Amount as follows: (a) to the Class M-1A Certificates until the Class M-1A Certificate Termination Date; (b) to the Class M-2A Certificates until the Class M-2A Certificate Termination Date; and (c) to the Class B-1A Certificate; until the Class B-1A Certificate Termination Date. (iii) On each Payment Date (a) on or after the Group II Stepdown Date and (b) as long as a Group II Trigger Event is not in effect, the Owners of the Group II Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Group II Principal Distribution Amount as follows: (A) First, the lesser of (x) the Group II Principal Distribution Amount and (y) the Group II Class A Principal Distribution Amount shall be distributed to the Owners of the Class A-9 Certificates, until the Class A-9 Certificate Principal Balance has been reduced to zero; (B) Second, the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A-9 Certificates in clause (A) above and (y) the Class M-1A Principal Distribution Amount shall be distributed to the Owners of the Class M-1A Certificates, until the Class M-1A Certificate Principal Balance has been reduced to zero; (C) Third, the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A-9 Certificates in clause (A) above and the amount distributed to the Owners of the Class M-1A Certificates in clause (B) above and (y) the Class M-2A Principal Distribution Amount shall be distributed to the Owners of the Class M-2A Certificates, until the Class M-2A Certificate Principal Balance has been reduced to zero; (D) Fourth, the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A-9 Certificates pursuant to clause (A) above, the amount distributed to the Owners of the Class M-1A Certificates pursuant to clause (B) above and the amount distributed to the Owners of the Class M-2A Certificates pursuant to clause (C) above and (y) the Class B-1A Principal Distribution Amount shall be delivered to the Owners of the Class B-1A Certificates, until the Class B-1A Certificate Principal Balance has been reduced to zero; and (E) Fifth, any portion of the Group II Principal Remittance Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) above shall be distributed as provided in subsection (i) of this Section 7.03. (h) On any Payment Date, the Group I Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date: (1) to fund the Class A Interest Carry Forward Amount, if any, with respect to Group I:; 1. To (2) to fund the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I CertificatesExtra Principal Distribution Amount for such Payment Date; (3) to fund the Class M-1F Interest Carry Forward Amount, if any; (4) to fund the related Class Monthly M-1F Realized Loss Amortization Amount for such Payment Date; (5) to fund the Class M-2F Interest Carry Forward Amount, if any; (6) to fund the Class M-2F Realized Loss Amortization Amount and for such Payment Date; (7) to fund the Class B-1F Interest Carry Forward Amount, if any; (8) to fund the Class B-1F Realized Loss Amortization Amount for such Payment Date; (9) to fund any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class amounts listed in clauses (1) through (8) of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall Section 7.03(i) to the extent such amounts have not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.funded i

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, (i) upon receipt, with respect to any Group II Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(ii) with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer, (ii) on the February 1997 Payment Date, the Group I Capitalized Interest Requirement to be transferred on such Payment Date from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (iii) on the February 1997 Payment Date, the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.04(c) hereof. (ii) The Trustee shall deposit in the Certificate Account without duplication, (i) upon receipt, with respect to any Group IIII Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(ii) with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer, (ii) on the February 1997 Payment Date, the Group II Capitalized Interest Requirement to be transferred on such Payment Dates from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (iii) on the February 1997 Payment Date, the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.04(c) hereof. (b) On Subject to any superseding provisions of clause (c) below during the continuance of a Certificate Insurer Default, with respect to funds on deposit in the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With (i) first, on each Payment Date from amounts then on deposit in the Certificate Account, (A) the Trustee Fee and the Trustee Reimbursable Expenses shall be paid to the Trustee, and (B) provided that no Certificate Insurer Default has occurred and is continuing the Premium Amount for such Payment Date shall be paid to the Certificate Insurer; (ii) second, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Home Equity Loan Group and Payment Date plus (y) any Subordination Reduction Amount with respect to such Home Equity Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Home Equity Loan Group and Payment Date) in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Principal Distribution Amount pursuant to clause (b)(iv) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Principal Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Group (net of the related Trustee Fees, the related Premium Amount, the related Trustee Reimbursable Expenses and related Current Interest) and shall be paid as part of the Principal Distribution Amount pursuant to clause (iv)(C) and (D) below (the amount of such difference being the "Group I Available Funds Shortfall" with respect to Group I and the "Group II Available Funds Shortfall" with respect to Group II); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Home Equity Loan Group; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (A) and (B) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Home Equity Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Home Equity Loan Group; (iii) third, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group on a Payment Date remaining after the allocations and payments described in clause (ii) above (the "Net Monthly Excess Cashflow" for such Home Equity Loan Group and Payment Date) is required to be applied in the following order or priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the payment to the Owners of the related Class A Certificates of a Subordination Increase Amount included in the related Principal Distribution Amount, which shall be paid pursuant to clause (iv)(C) or (D) below, any Subordination Deficiency Amount as of such Payment Date; (B) second, any Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the payment to the Owners of the Class A Certificates related to the other Home Equity Loan Group of a Subordination Increase Amount included in the other Principal Distribution Amount pursuant to clause (iv)(E) below, any Subordination Deficiency Amount, with respect to such other Home Equity Loan Group as of such Payment Date; and (C) third, any Net Monthly Excess Cashflow remaining after the application described in clauses (A) and (B) above shall be paid to the Servicer pursuant to clause (iv)(A) below to the extent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above from amounts (including any related Insured Payment) then on deposit in the Certificate Account received with respect to Group I: 1. To the Trusteerelated Home Equity Loan Group, the Trustee Fee shall distribute: (A) (I) to the Certificate Insurer the amounts described in clause (ii)(C) and any Transition Expenses for Group I.(D) above and (II) to the Servicer the amounts described in clause (iii)(C) above; 2. Concurrently, (B) to the Owners of each Class of Group I related Class A Certificates, the related Current Interest for each Class Monthly Interest Amount and (including the proceeds of any related Class Interest Carryover Shortfall for Insured Payments made by the Distribution Date, allocated among each such Class of Group I Certificates Certificate Insurer) on a pro rata basis based on each Group I such Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates; (C) the Group I Principal Distribution Amount shall be distributed as follows: (I) to the Owners of the Class A-7 Certificates an amount equal to the Class A-7 Lockout Distribution Amount and (II) the remainder as follows: (i) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Principal Balance is reduced to zero; (ii) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Principal Balance is reduced to zero; (iii) third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Principal Balance is reduced to zero; (iv) fourth, to the Owners of the Class A-4 Certificates until the Class A-4 Certificate Principal Balance is reduced to zero; (v) fifth, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Principal Balance is reduced to zero; (vi) sixth, to the Owners of the Class A-6 Certificates until the Class A-6 Certificate Principal Balance is reduced to zero; and (vii) seventh, to the Owners of the Class A-7 Certificates until the Class A-7 Certificate Termination Date; (D) the Group II Principal Distribution Amount shall be distributed to the Owners of the Class A-8 Certificates until the Class A-8 Certificate Principal Balance is reduced to zero; (E) to the Owners of the Class or Classes of Class A Certificates related to the other Home Equity Loan Group any amounts specified in clauses (ii)(B) and (iii)(B) above (such amount with respect to the Owners of the Fixed Rate Certificates shall be distributed sequentially); (F) to the Trustee, for the reimbursement of expenses of the Trustee not reimbursed pursuant to clause (b)(i) above which expenses were incurred in connection with its duties and obligations hereunder; and (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (c) On any Payment Date during the continuance of any Certificate Insurer Default, if there is a Subordination Deficit, then the related Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any related Outstanding Class A Certificates on such Payment Date. (d) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class A Certificates on account of principal pursuant to clause (b)(iv)(C) and (D) shall not exceed the original Certificate Principal Balance of the related Class A Certificates. 3(e) Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Policy Payments Account. The remaining amount On each Payment Date, pursuant to clause C. below. B. With respect Section 12.02(b) hereof, such amounts will be transferred from the Policy Payment Account to amounts in the Certificate Account received and the Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 7.03(b), to the Owners of such Certificates. (f) The Trustee or Paying Agent shall (i) receive for each Owner of the Class A Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Certificates as set forth in Section 7.03(b). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of the related Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to Group II: 1such Class A Certificates and the Certificate Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 7.03(b)(ii)(C) and (D) hereof. To Nothing contained in this paragraph shall be construed so as to impose duties or obligations on the TrusteeTrustee that are different from or in addition to those expressly set forth in this Agreement. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class R Certificates to receive distributions in respect of the Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the Trustee Fee ownership interests of the Owners of the Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Owners of the Class R Certificate shall not be required to refund any Transition Expenses for Group II. 2. Concurrently, to each amount properly distributed on the Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II R Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. belowthis Section 7.03. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (ia) The Indenture Trustee shall deposit in the Certificate Note Account without duplication, (i) upon receipt, with respect to Group Iany Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IEstate, all remittances made to the Indenture Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 6.08(d)(ii) with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. , (ii) The Trustee shall deposit in on the Certificate Account without duplication, upon receipt, with respect to Group II__________ 199_ Payment Date, the proceeds of any liquidation Capitalized Interest Requirement to be transferred on such Payment Date from the Capitalized Interest Account, pursuant to Section 6.04(e) hereof and (iii) on the __________ 199_ Payment Date, the portion of the assets of amount, if any, to be transferred on such Payment Date from the Trust insofar as such assets relate to Group II, all remittances made to the Trustee Pre-Funding Account pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSection 6.04(c) hereof. (b) On Subject to any superseding provisions of clause (c) below during the continuance of a Note Insurer Default, with respect to funds on deposit in the Note Account, on each Distribution Payment Date, the Indenture Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account therein pursuant to subsection (a) in the following order of priority, and each such allocation, 57 transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received Note Account, (A) the Indenture Trustee Fee and the Indenture Trustee Reimbursable Expenses shall be paid to the Indenture Trustee, and (B) provided that no Note Insurer Default has occurred and is continuing the Premium Amount for such Payment Date shall be paid to the Note Insurer; (ii) second, on each Payment Date, the Indenture Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to Group Isuch Payment Date plus (y) any Subordination Reduction Amount with respect to such Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority: 1. To (A) first, such Total Monthly Excess Cashflow shall be allocated to the Trusteepayment of the related Principal Distribution Amount pursuant to clause (b)(iv) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Principal Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds (net of the related Indenture Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I CertificatesFees, the related Class Monthly Interest Premium Amount, the related Indenture Trustee Reimbursable Expenses and related Current Interest) and shall be paid as part of the Principal Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below.(iv)(C) below (the amount of such difference being the "Available Funds Shortfall"); and B. With (B) second, any portion of the Total Monthly Excess Cashflow remaining after the allocations described in clause (A) above shall be paid to the Note Insurer in respect of amounts owed on account of any Reimbursement Amount;] [(iii) third, the amount, if any, of the Total Monthly Excess Cashflow on a Payment Date remaining after the allocations and payments described in clause (ii) above (the "Net Monthly Excess Cashflow" for such Payment Date) is required to amounts be applied in the Certificate Account received with respect to Group IIfollowing order or priority: 1. To (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the Trusteepayment to the Owners of the Notes of a Subordination Increase Amount included in the Principal Distribution Amount, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount which shall be paid pursuant to clause C. (iv)(C) below., any Subordination Deficiency Amount as of such Payment Date; and C. With respect to (B) second, any Net Monthly Excess Cashflow remaining amounts after the application described in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, clause (A) above shall be paid to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall Servicer pursuant to clause (iv)(A) below to the extent not paid pursuant to clauses A. of any unreimbursed Delinquency Advances and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.unreimbursed Servicing Advances;]

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account: (i) with respect to the Group I Mortgage Loans, without duplication, upon receipt, each Group I Monthly Remittance remitted by the Master Servicer or any Sub-Servicer, together with respect to Group I, any amounts received by the proceeds of any liquidation of Trustee in connection with the assets termination of the Trust insofar as such assets amounts relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer.Mortgage Loans; and (ii) The Trustee shall deposit in with respect to the Certificate Account Group II Mortgage Loans, without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the each Group II Monthly Remittance Amount remitted by the Master Servicer or any Sub-Servicer, together with any amounts received by the Trustee in connection with the termination of the Trust, insofar as such amounts relate to the Group II Mortgage Loans. (b) On each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by from the Servicer in writing), Group I Available Funds and from amounts deposited in the Certificate Account pursuant to subsection (a) Group II Available Funds in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, the Trustee shall pay first, to itself the related Trustee's Fee then due; (ii) [Reserved]; (iii) second, the Trustee shall allocate the following amounts in the following order of priority: (A) from the Available Funds then on deposit in the Certificate Account received with respect to Group I: 1. To the Trusteeeach Group, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, lesser of (x) the Available Funds with respect to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With and (y) the Insured Distribution Amount with respect to amounts such Group shall be allocated to the Class A Distribution Account with respect to such Group; (B) from the remaining Available Funds then on deposit in the Certificate Account received with respect to Group II: 1. To the Trusteeeach Group, the Trustee Fee lesser of (x) such remaining Available Funds, and any Transition Expenses for (y) the excess of (i) the Insured Distribution Amount with respect to the either of the other two Groups over (ii) the amount then on deposit in the Class A Distribution Account with respect to such Group II. 2. Concurrently, to each Class of Group II Certificates(such excess, the related "Insured Shortfall" with respect to such Group), shall be allocated to the Class Monthly Interest Amount and any related Class Interest Carryover Shortfall A Distribution Accounts for the Distribution other Groups; if both of the other Groups have an Insured Shortfall on such Payment Date, allocated among each such Class of Group II Certificates on a remaining amount will be applied to both other Groups pro rata basis based in proportion to the relative amounts of their respective Insured Shortfalls; (C) (i) from the remaining Available Funds then on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received with respect to each Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate GroupsInsurer, the related Class Monthly Interest lesser of (x) such remaining Available Funds with respect to each Group and (y) the Premium Amount and any related Class Interest Carryover Shortfall Reimbursement Amount then due to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Certificate Insurer;

Flow of Funds. (a) The Trustee shall: (i) The Trustee shall on each Remittance Date, deposit in to the Certificate Account with respect to each Mortgage Loan Group, without duplication, (a) upon receipt, with respect any Insured Payments relating to Group Isuch Mortgage Loan Group, (b) the proceeds of any liquidation of the assets of the Trust insofar as Trust, (c) the Monthly Remittance Amount with respect to such assets relate to Mortgage Loan Group Iremitted by the Master Servicer or any Sub-Servicer, all remittances made to and (ii) on the Payment Dates occurring in June 2000, July 2000 and August 2000, deposit in the Certificate Account; (x) the Pre-Funding Earnings transferred by the Trustee pursuant to Sections 8.08(e)Section 7.04(d) hereof, 8.09 (y) the Group I Capitalized Interest Requirement and 8.10 the Group II Capitalized Interest Requirement to be transferred on such Payment Dates from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof with respect to the related Mortgage Loan Group I and (z) the Group I Monthly Remittance Amount remitted by portion of the Serviceramount, if any, to be transferred on such Payment Date from the Pre-Funding Account, pursuant to Section 7.04(c) hereof with respect to the related Mortgage Loan Group. (iib) The [Reserved]. (c) On each Payment Date, the Trustee shall withdraw from the Certificate Account and remit to the Master Servicer or its designee all net investment earnings then on deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds (exclusive of any liquidation of such earnings transferred from the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(ePre-Funding Account), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely of the remaining amount then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant with respect to subsection (a) in each Mortgage Loan Group In the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, from amounts then on deposit in the Certificate Account received with respect to Group I: 1. To such Mortgage Loan Group, to the Trustee, an amount equal to the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, Trustee's Fees then due to it with respect to each Class of Group I CertificatesMortgage Loan Group; (ii) second, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrentlysuch Mortgage Loan Group, to each Class of Group II Certificates, the Certificate Insurer the related Class Monthly Interest Premium Amount and any related Class Interest Carryover Shortfall for the Distribution such Payment Date; (iii) third, allocated among each such Class of Group II Certificates from amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account to the Master Servicer, an amount equal to any Servicing Fees then due to it, to the 74 81 extent not previously received by the Master Servicer pursuant to Sections 8.08(c)(i) or 8.09(a) hereof; (iv) fourth, from amounts then on deposit in the Certificate Account with respect to Group I and Group II: 1. Concurrentlysuch Mortgage Loan Group, to the Senior Certificates in both Certificate Groups, Owners of the related Class Monthly A Certificates, pro rata, their respective Class A Current Interest Amount and any for such Payment Date; (v) fifth, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, to the Owners of the related Class A Certificates, pro rata, their respective Class A Interest Carryover Shortfall Carry Forward Amount; (vi) sixth, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, for allocation to the extent not Owners of the Class A Certificates of the other Mortgage Loan Group, an amount equal to any shortfall in the full amount of the Class A Current Interest for such other Mortgage Loan Group with respect to such Payment Date, after taking into account the allocation of 100% of the Available Funds for the other Mortgage Loan Group on such Payment Date; (vii) seventh, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, for allocation to the Owners of the Class A Certificates of the other Mortgage Loan Group, an amount equal to any shortfall in the full amount of the Class A Interest Carry Forward Amount for such other Mortgage Loan Group with respect to such Payment Date, after taking into account the allocation of 100% of the Available Funds for the other Mortgage Loan Group on such Payment Date; (viii) eighth, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, to the Owners of the related Class A Certificates, as a distribution of principal, the Base Principal Distribution Amount with respect to such Mortgage Loan Group for such Payment Date; such amount to be paid out as a portion of the Principal Distribution Amount for the related Mortgage Loan Group pursuant to clauses A. and B. above Section 7.05(d); (ix) ninth, from amounts then on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class deposit in the absence Certificate Account with respect to such Mortgage Loan Group, to the Owners of the related Class A Certificates, as a distribution of principal, the Overcollateralization Deficit with respect to such shortfall.Mortgage Loan Group for such Payment Date; such amount to be paid out as a portion of the Principal Distribution Amount for the related Mortgage Loan Group pursuant to Section 7.05(d); (x) tenth, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, if such Payment Date is the Payment Date following the end of the Pre-Funding Period for the Class A Certificates, as a distribution of principal, any amount remaining in the Pre-Funding Account with respect to such Mortgage Group (after taking into account all transfers of

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group III, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group III, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group III and the Group III Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. D. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of To the Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. D. below. C. With respect to amounts in the Certificate Account received with respect to Group III: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group III. 2. To the Group III Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group III Certificates on a pro rata basis based on each Group III Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group III Certificates. 3. The remaining amount pursuant to clause D. below. D. With respect to any remaining amounts in the Certificate Account received with respect to Group I I, Group II and Group II: III: 1. Concurrently, to the Senior Certificates in both all three Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. A., B. and B. C. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall. 2. Sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3 and Class B Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 3. To the Senior Certificates (other than the Class A-IO Certificates), an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, concurrently as follows: (i) To the Group I Certificates (other than the Group I A-IO Component), the Group I Principal Distribution Amount allocated in the following order of priority: (a) To the Class AF-6 Certificates, an amount equal to the Class AF-6 Lockout Distribution Amount; and (b) Sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, and Class AF-6 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. (ii) To the Class AV-1 Certificates, the Group II Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. (iii) To the Class AV-2 Certificates, the Group III Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. 4. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 5. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class B Certificates, the Class B Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Offered Certificates (other than the Class A-IO Certificates), the Subordination Increase Amount or the OC Holiday Realized Loss Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 3 through 7 of clause D. above. 9. To the Class M-1 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 10. To the Class M-2 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 11. To the Class M-3 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 12. To the Class B Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 13. To the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount, following any reduction thereof on account of distributions on that Distribution Date of amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b) and (b) the WAC Excess. 14. Concurrently (i) to the Fixed Rate Certificates (other than the Class A-IO Certificates), pro rata, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I, (ii) to the Class AV-1 Certificates, the Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II, and (iii) to the Class AV-2 Certificates, the Group III Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group III, in the case of clauses (ii) and (iii) above, to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 15. Sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3 and Class B Certificates, in that order, the related Subordinate Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund, in each case to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 16. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A.1, B.1 and C.1 above. 17. To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest. 18. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses D. 14 through D. 17 above; provided, however, that on any Distribution Date on which the Class X-IO Distribution Amount is distributable pursuant to Section 9.02(d), any Class X-IO Distribution Amount shall instead be distributed to the Classes of Offered Certificates, such amount to be applied in reduction of the Certificate Principal Balance of such Classes in the same order of priority as the principal distribution amounts are to be applied for such related Offered Certificates pursuant to clauses 3 through 7 of clause D. 19. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to this Section 7.03.

Flow of Funds. (ia) The On each Remittance Date, the Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the ServicerMaster Servicer or any Sub-servicer. (iib) The On each Remittance Date, the Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerMaster Servicer or any Sub-servicer. (bc) On Subject to any superseding provisions of clause (d) below during the continuance of a Certificate Insurer Default, on each Distribution Date, Payment Date the Trustee shall make the following allocations, disbursements and transfers (based solely of amounts then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant to subsection (a) for each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, from amounts then on deposit in the Certificate Account to the Master Servicer, an amount equal to any Master Servicing Fees then due to it on account of the Unaffiliated Originator Loans not theretofore received by the Master Servicer pursuant to Section 8.8(c)(i) hereof, as reported by the Master Servicer to the Trustee; (ii) second, (x) from amounts then on deposit therein with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Premium Amount for such Payment Date and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates (y) from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received deposit therein with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II CertificatesPremium Amount for such Payment Date; (iii) third, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates from amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received to the Trustee, an amount equal to the Trustee's Fees then due to it; (iv) fourth, on each Payment Date, the Trustee shall allocate an amount equal to the excess of (a) the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group I and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group II: 1. Concurrentlyand Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow shall be allocated on such Payment Date with respect to the Senior Certificates related Mortgage Loan Group in both an amount equal to the excess, if any, of (x) the related Group Insured Distribution Amount for such Payment Date over (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Available Funds Shortfall" with respect to the related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be paid to the Certificate GroupsInsurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group; (v) fifth, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (iv) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such amount is required to be applied in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the payment of a Subordination Increase Amount, any Subordination Deficiency Amount with respect to the related Class Mortgage Loan Group as of such Payment Date; (B) second, any portion of the Net Monthly Interest Amount Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the payment of a Subordination Increase Amount, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; and (C) third, any remaining Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and any related Class Interest Carryover Shortfall (B) above shall be paid to the Master Servicer to the extent not paid pursuant of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Master Servicer to be owing to it as of such Payment Date. (vi) sixth, following the making by the Trustee of all allocations, transfers and disbursements described above under Sections 7.3 and 7.10 hereof and the prior clauses A. of this Section 7.5, from amounts (including any related Insured Payment) then on deposit in the Certificate Account, the Trustee shall transfer (i) to the Class A-1 Distribution Account the Class A-1 Distribution Amount for such Payment Date; (ii) to the Class A-2 Distribution Account, the Class A-2 Distribution Amount for such Payment Date; and B. above (iii) to the Class R Distribution Account, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (vii) seventh, on each Payment Date, the Trustee shall transfer all monies then on deposit in the Class R Distribution Account to the Supplemental Interest Payment Account; such transfer shall be deemed to be a distribution on the applicable Distribution DateClass R Certificates. (d) On any Payment Date during the continuance of any Certificate Insurer Default: No Premium Amounts or Reimbursement Amounts shall be paid to the Certificate Insurer, allocated among and any amounts otherwise payable to the Certificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Certificate Account as Group I Total Available Funds or Group II Total Available Funds, as appropriate. (e) The Trustee shall distribute on each such Payment Date to the Owners of the Class of Senior Certificates pro rata based on A-1 Certificates, from the amount that would have been then on deposit in the Class A-1 Distribution Account, the lesser of (x) such amount on deposit in such Account and (y) the Class A-1 Full Distribution Amount on such Payment Date. Any application of such amount shall be first made to interest and then to principal (subject to the requirements of paragraph (d)(ii) above). (f) The Trustee shall distribute on each Payment Date to the Owners of the Class A-2 Certificates, from the amount then on deposit in the Class A-2 Distribution Account, the lesser of (x) such amount on deposit in such Account and (y) the Class A-2 Full Distribution Amount on such Payment Date. Any application of such amount shall be first made to interest and then to principal (subject to the requirements of paragraph (d)(ii) above). (g) Notwithstanding any of the foregoing provisions, the aggregate amount distributed to each such the Owners of any Class in A Certificates on account of principal shall not exceed the absence of such shortfallOriginal Certificate Principal Balance for the related Class.

Flow of Funds. (ia) The On each Distribution Date (or with respect to payments to the Swap Counterparty, on the related Swap Payment Date), the Trustee shall withdraw from the Certificate Distribution Account, to the extent of funds on deposit therein, the Total Distribution Amount and amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the Interests issued in respect of each REMIC created hereby, as set forth in the Certificate Account without duplicationPreliminary Statement to this Agreement, upon receiptand shall distribute such amounts as specified in this Section. All allocations and distributions made between and with respect to Pool 1 and Pool 2 in this Section shall be made concurrently. (b) On each Distribution Date (or, with respect to Group Iclause (i) below, the proceeds related Swap Payment Date), the Trustee shall distribute the Interest Remittance Amount for Pool 1 for such date in the following order of priority: (i) for deposit into the Swap Account, an amount equal to the lesser of (A) the amount of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made Net Swap Payment or Swap Termination Payment (to the Trustee extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Interest Remittance Amount for Pool 1 for such Distribution Date, to the extent not paid pursuant to Sections 8.08(eSection 6.05(c)(i), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer.; (ii) The to the Trustee, the Pool 1 allocable portion (based on the Pool Percentage for Pool 1) of the Trustee shall deposit Fee and the Pool 1 allocable portion (based on the Pool Percentage for Pool 1) of the Custodian Fee; (iii) to the A-IO(1) Component, Current Interest and any Carryforward Interest for such Component and such Distribution Date; (iv) concurrently, to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in each case in proportion to the Certificate Account without duplicationamounts distributable under this Section 6.05(b)(iv), upon receiptCurrent Interest and any Carryforward Interest for each such Class and such Distribution Date; (v) concurrently, to the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(b)(v), Current Interest and any Carryforward Interest (after giving effect to distributions pursuant to Section 6.05(c)(iv) below) for each such Class and such Distribution Date; (vi) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; 124 (vii) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) to the Trustee, the Pool 1 allocable portion (based on the applicable Pool Percentage) of any amounts reimbursable pursuant to this Agreement and not previously reimbursed to the Trustee due to application of the limitations on amounts reimbursable in any Anniversary Year; and (xiii) for application as part of Pool 1 Excess Interest for such Distribution Date, as provided in subsection (e) of this Section, any Interest Remittance Amount for Pool 1 remaining after application pursuant to clauses (i) through (xii) above. (c) On each Distribution Date (or with respect to Group IIclause (i) below, the proceeds related Swap Payment Date), the Trustee shall distribute the Interest Remittance Amount for Pool 2 for such date in the following order of priority: (i) for deposit into the Swap Account, the lesser of (A) the amount of any liquidation Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Interest Remittance Amount for Pool 2 for such Distribution Date; (ii) to the Trustee, the Pool 2 allocable portion (based on the Pool Percentage for Pool 2) of the assets Trustee Fee and the Pool 2 allocable portion (based on the Pool Percentage for Pool 2) of the Trust insofar as Custodian Fee; (iii) to the A-IO(2) Component, Current Interest and any Carryforward Interest for such assets relate Component and such Distribution Date; (iv) concurrently, to Group IIthe Class 2-A1, all remittances made Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(c)(iv), Current Interest and any Carryforward Interest for each such Class and such Distribution Date; (v) concurrently, to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(c)(v), Current Interest and any Carryforward Interest (after giving effect to distributions pursuant to Section 6.05(b)(iv) above) for each such Class and such Distribution Date; (vi) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vii) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) to the Trustee, the Pool 2 allocable portion (based on the applicable Pool Percentage) of any amounts reimbursable pursuant to this Agreement and not previously reimbursed to the Trustee due to application of the limitations on amounts reimbursable in any Anniversary Year; and (xiii) for application as part of Pool 2 Excess Interest for such Distribution Date, as provided in subsection (e) of this Section, any Interest Remittance Amount for Pool 2 remaining after application pursuant to clauses (i) through (xii) above. (d) On each Distribution Date (or with respect to clauses (i)(A)(1), (i)(B)(1), (ii)(A) and (ii)(B) below, the related Swap Payment Date), the Trustee shall distribute the Principal Distribution Amount with respect to each Mortgage Pool as follows: (i) for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, the Trustee shall make the following distributions, concurrently: (A) For Pool 1: Until the aggregate Class Principal Balance of the Group 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority: (1) for deposit into the Swap Account, an amount equal to the lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty, to the extent not paid pursuant to Sections 8.08(e6.05(b)(i), 8.09 6.05(c)(i) or 6.05(d)(i)(B)(1), and 8.10 (B) the Principal Remittance Amount for Pool 1 for such Distribution Date; (2) to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in the following order of priority: (a) to the Class 1-A5 Certificates, the Class 1-A5 Priority Amount for such Distribution Date, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and (b) to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, sequentially in that order, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; (3) to the Group 2 Certificates, in reduction of their respective Class Principal Balances, after giving effect to distributions pursuant to Section 6.05(d)(i)(B)(2) below, in accordance with respect the Senior Priority for the Group 2 Certificates, until the Class Principal Balance of each Class of Group 2 Certificates has been reduced to zero; (4) to the Class M-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (5) to the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (6) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (7) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (8) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (9) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and (10) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(e); (B) For Pool 2: Until the aggregate Class Principal Balance of the Group II 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority: (1) for deposit into the Swap Account, an amount equal to the lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Principal Remittance Amount for Pool 2 for such Distribution Date, to the extent not paid pursuant to Sections 6.05(b)(i) or 6.05(c)(i); (2) to the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, concurrently, as follows: (a) the Group 2 Senior Allocation Percentage to the Class 2-A1, Class 2-A2 and Class 2-A3 Certificates, sequentially in that order, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; and (b) 100% minus the Group 2 Senior Allocation Percentage to the Class 2-A4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (3) to the Group 1 Certificates, in reduction of their respective Class Principal Balances, in accordance with the Senior Priority for the Group 1 Certificates, after giving effect to distributions pursuant to Section 6.05(d)(i)(A)(2) above, until the Class Principal Balance of each Class of Group 1 Certificates has been reduced to zero; (4) to the Class M-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (5) to the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (6) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (7) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (8) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (9) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and (10) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(e); and (ii) for each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, as follows: (A) for Pool 2, for deposit into the Swap Account, an amount equal to the lesser of (1) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty, to the extent not paid pursuant to Sections 6.05(b)(i) or 6.05(c)(i), and (2) the Principal Remittance Amount for Pool 2 for such Distribution Date; (B) for Pool 1, for deposit into the Swap Account, an amount equal to the lesser of (1) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty, to the extent not paid pursuant to Sections 6.05(b)(i), 6.05(c)(i) or 6.05(d)(ii)(A), and (2) the Principal Remittance Amount for Pool 1 for such Distribution Date; (C) concurrently, to the Group 1 Certificates, as a group, the Group 2 Certificates, as a group, and the Subordinate Certificates, in proportion to the respective Class Principal Balances of such Certificates, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; provided that distributions between the Group 1 Certificates and the Group II Monthly Remittance Amount remitted by 2 Certificates shall be allocated on the Servicerbasis of the Group 1 Senior Principal Distribution Percentage and the Group 2 Senior Principal Distribution Percentage, respectively, and shall be made in accordance with the related Senior Priority; and (D) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(e). (be) On each Distribution Date, the Trustee shall make distribute the following allocationsExcess Cashflow, disbursements together with (to the extent specified below) amounts received in respect of the Cap Agreement for such Distribution Date and transfers (based solely amounts on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant to subsection (a) Reserve Fund, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect (i) to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses extent of Excess Interest for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the such Distribution Date, allocated among for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(d) hereof for such Distribution Date) the aggregate Class Principal Balance of the Group 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority: (A) concurrently, to the Group 1 Certificates, as a group, and the Group 2 Certificates, as a group, in proportion to the respective Class Principal Balances of such Certificates, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; provided that distributions between the Group 1 Certificates and the Group 2 Certificates shall be allocated on the basis of the Group I Certificates on a pro rata basis based on each 1 Senior Principal Distribution Percentage and the Group I Certificate’s 2 Senior Principal Distribution Percentage, respectively, and shall be made in accordance with the related Senior Priority; (B) to the Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II M-1 Certificates, in reduction of their Class Principal Balance, until the related Class Monthly Principal Balance of such Class has been reduced to zero; (C) to the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (D) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (E) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (F) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and (G) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; (ii) to the extent of Excess Interest Amount and any related Class Interest Carryover Shortfall for the such Distribution Date, allocated among for each such Class of Group II Certificates Distribution Date occurring on or after the Stepdown Date and for which a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent Trigger Event is not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.i

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. ; provided, that the Trustee then shall withdraw from the Certificate Account, any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (iiother than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) The and distribute such amount to the Supplemental Interest Trustee shall for deposit in the Certificate Swap Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee and distribution pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSection 7.12. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) (other than any Prepayment Charges) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I.Expenses. 2. Concurrently, to each Class of Group I Senior Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Senior Certificates on a pro rata basis based on each Group I Senior Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Senior Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. ConcurrentlySequentially, to each the Class of Group II ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 4. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, sequentially, to the Class AV-1, Class AV-2, Class AV-3 and Class AV-4 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero; provided, that notwithstanding anything to the contrary in this Agreement, if on any Distribution Date, the aggregate Certificate Principal Balance of the Subordinate Certificates is equal to zero and the Overcollateralization Amount is equal to zero, then the Principal Distribution Amount shall be distributed to the Senior Certificates, pro rata, based on their respective Certificate Principal Balances. 5. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Class M-8 Certificates, the Class M-8 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 13. To the Class M-9 Certificates, the Class M-9 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 14. To the Class M-10 Certificates, the Class M-10 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 15. To the Class M-11 Certificates, the Class M-11 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 16. To the Offered Certificates, the Subordination Increase Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 4 through 15 above. 17. 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 and Class M-11 Certificates, in that order, in each case, first (a) any related Class Interest Carryover Shortfall for and then (b) any related Class Principal Carryover Shortfall. 18. To the Net WAC Cap Carryover Reserve Fund, the lesser of (a) the Class X-IO Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and (b) the WAC Excess which amount shall be accounted for as distributed to the Class Interest Carryover Shortfall without priority among such Group II CertificatesX-IO Certificates for U.S. federal income tax purposes. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 119. Concurrently, to the Senior Certificates in both Certificate GroupsCertificates, pro rata, the related Net WAC Cap Carryover from and to the extent of funds on deposit in the Net WAC Cap Carryover Reserve Fund. 20. Sequentially, to the Class Monthly ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Net WAC Cap Carryover from and to the extent of funds on deposit in the Net WAC Cap Carryover Reserve Fund. 21. To the Supplemental Interest Amount Trustee, for deposit in the Swap Account, any Swap Termination Payments resulting from a Swap Provider Trigger Event for payment pursuant to Section 7.12(viii). 22. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and any related Class Interest Carryover Shortfall obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A. clause 1 above. 23. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clause 18 above. 24. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and B. above all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the applicable Class X-IO and Class R Certificates pursuant to this Section 7.03. (d) On each Distribution Date, allocated among each such Class the Trustee shall withdraw (subject to the terms of Senior Certificates pro rata Section 10.03(j) hereof, based solely on information provided to it electronically or in writing by the Servicer) an amount that would have been distributed equal to each such Class any Prepayment Charges then on deposit in the absence Certificate Account and shall distribute such amounts to the Class P Certificates. On the first Distribution Date following the expiration of the latest prepayment term with respect to the related Home Equity Loans and if funds are available on such shortfalldate, the Class P Certificates shall be entitled to its outstanding Certificate Principal Balance prior to any distributions pursuant to Section 7.03(b)(23) on such Distribution Date.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.08(d)(i) and 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.08(d)(i) and 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection (a) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect (i) concurrently, to amounts in the Trustee and the Certificate Account received with respect to Group I: 1. To the TrusteeInsurer, the Trustee Fee and any Transition Expenses for the related Home Equity Group I.and provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Classes of Class A Certificates for the Distribution Date to the Certificate Insurer. 2. Concurrently, (ii) to each the related Classes of Class of Group I A Certificates, the related Class Monthly Current Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates for the Distribution Date. (iii) to the related Classes of Class A Certificates, an amount up to the related Class A Principal Distribution Amount in the following order of priority: (A) With respect to the Home Equity Loan Group relating to the Group I Certificates, the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed as follows: (1) to the Certificateholders of the Class A-6 Certificates, an amount equal to the Class A-6 Lockout Distribution Amount until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; and (2) The remainder as follows: first, to the Class A-1 Certificateholders until the Certificate Principal Balance of the Class A-1 Certificates is reduced to zero; second, to the Class A-2 Certificateholders until the Certificate Principal Balance of the Class A-2 Certificates is reduced to zero; third, to the Class A-3 Certificateholders until the Certificate Principal Balance of the Class A-3 Certificates is reduced to zero; fourth, to the Class A-4 Certificateholders until the Certificate Principal Balance of the Class A-4 Certificates is reduced to zero; fifth, to the Class A-5 Certificateholders until the Certificate Principal Balance of the Class A-5 Certificates is reduced to zero; and sixth to the Class A-6 Certificate holders until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; provided, however, during the continuance of a Certificate Insurer Default, if there is a Collateralization Deficit with respect to the Group I Certificates, then the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed pro rata to the Certificateholders of the Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. (B) With respect to amounts in the Certificate Account received with respect Home Equity Loan Group relating to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest A Principal Distribution Amount and any related Class Interest Carryover Shortfall for applicable to the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates.Group 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. (iv) Concurrently, to the Senior Trustee and the Certificate Insurer, any unpaid Trustee Fee and any unpaid Transition Expenses for the unrelated Home Equity Group and provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any unpaid Premium Amount for the unrelated Class or Classes of Class A Certificates in both for the Distribution Date to the Certificate GroupsInsurer. (v) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, the amount of the Available Funds Shortfall with respect to the other Home Equity Loan Group, allocated to Current Interest on such Classes, to the extent of any shortfall in Current Interest, and then to principal (allocated in the same order of priority as provided in clause (iii) above);. (vi) To the Certificate Insurer, in the following order of priority, the sum of: (1) Any Reimbursement Amount owed to the Certificate Insurer with respect to the related Classes of Class Monthly Interest A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocations shall follow immediately after clause (vii) below; and (2) Any unpaid Reimbursement Amount owed to the Certificate Insurer with respect to the unrelated Classes of Class A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocations shall follow immediately after clause (viii) below. (vii) To the Classes of Class A Certificates with respect to the related Home Equity Loan Group, an amount up to the Extra Principal Distribution Amount for the related Home Equity Loan Group, until the related Target Overcollateralization Amount is reached, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such Home Equity Loan Group pursuant to clause (iii) above. (viii) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, an amount equal to any Target Deficiency for such Home Equity Loan Group remaining after the distributions above with respect to the unrelated Home Equity Loan Group, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such Home Equity Loan Group pursuant to clause (iii) above. (ix) To the Class X-IO Certificate, the lesser of the Class X-IO Distribution Amount and the Class A-7 Interest Index Carryover, provided that, pursuant to Section 7.04 hereof, on any related Distribution Date as to which there is any unpaid Class A-7 Interest Index Carryover, the Trustee will transfer, from amounts that would otherwise be distributable to the Class X-IO Certificates pursuant to this clause, the amount of any Class A-7 Interest Index Carryover Shortfall into the Supplemental Interest Reserve Fund, for immediate transfer pursuant to this clause to the Class A-7 Certificates as payment of the Class A-7 Interest Index Carryover. (x) To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement, to the extent not paid as Transition Expenses pursuant to clauses A. (i) or (iv) above. (xi) To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and B. above on unreimbursed Compensating Interest. (xii) To the applicable Class X-IO Certificates, an amount equal to the Class X-IO Distribution DateAmount less any amounts thereof applied pursuant to clause (ix) above. (xiii) To the Class R Certificates, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallremainder.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, upon receipt, with respect to any Group II Insured Payments, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted Amount, together with any Substitution Amounts and any Loan Purchase Price amounts relating to Group I received by the ServicerTrustee. (iib) The Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, upon receipt, with respect to any Group IIII Insured Payments, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted Amount, together with any Substitution Amounts and any Loan Purchase Price amounts relating to Group II received by the ServicerTrustee. 57 (c) [Reserved]. (bd) On With respect to amounts on deposit in the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Payment Date (A) to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and (B) to the Certificate Insurer, (x) from amounts then on deposit in the Certificate Account with respect to Group I, the Group I Premium Amount for such Payment Date and (y) from amounts then on deposit in the Certificate Account with respect to Group II, the Group II Premium Amount for such Payment Date; (ii) second, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Transition Expenses Subordination Reduction Amount with respect to such Mortgage Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (iv) below on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Class A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group I.for such Payment Date (the amount of such difference with respect to the related Mortgage Loan Group) being the "Group I Available Funds Shortfall" or the "Group II Available Funds Shortfall"; 2. Concurrently(B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be allocated to the payment of any Reimbursement Amount with respect to the related Mortgage Loan Group pursuant to clause (iv)(A)(I) below; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be allocated to the payment of any Reimbursement Amount with respect to the other Mortgage Loan Group pursuant to clause (iv)(A)(I) below. (iii) third, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (ii) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such Net Monthly Excess Cashflow is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Payment Date; (B) second, the Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; (C) third, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above and (ii) the excess of (a) the Group II Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account shall be allocated to the Group II Available Funds Cap Carry-Forward Amount Account; and (D) fourth, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A), (B) and (C) above shall be allocated to the Servicer and distributed pursuant to clause (iv)(A)(II) to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Certificates) then on deposit in the Certificate Account with respect to the related Mortgage Loan Group, the Trustee shall distribute in the following order of priority: (A) distribute (I) to the Certificate Insurer the amounts described in clauses (ii)(C) and (ii)(D) above and (II) to the Servicer the amounts described in clause (iii)(D) above; (B) from the amounts then on deposit in the Certificate Account with respect to Group I, to each Class the Owners of Group I the Fixed Rate Certificates, the related Class Monthly Fixed Rate Certificate Current Interest Amount and any thereon until the related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates A Certificate Termination Date on a pro rata basis based on each Group I such Class of Fixed Rate Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without any priority among such Group I the related Fixed Rate Certificates.; 3. The remaining amount pursuant to clause C. below. B. With respect to (C) from the amounts then on deposit in the Certificate Account received with respect to Group I, as a distribution of principal to the Owners of the related Class of Fixed Rate Certificates, the Group I Principal Distribution Amount shall be distributed sequentially as follows: (1) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Termination Date; and (2) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Termination Date; and (3) third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Termination Date; (D) from the amounts then on deposit in the Certificate Account with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each the Owners of the Class of Group II A-4 Certificates, the related Class Monthly A-4 Current Interest Amount and any related until the Class Interest Carryover Shortfall for A-4 Certificate Termination Date; and (E) from the Distribution Date, allocated among each such Class of Group II Certificates amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates Owners of the Class A-4 Certificates, the Group II Principal Distribution Amount until the Class A-4 Certificate Termination Date; Notwithstanding anything to the contrary herein, the amounts described in Section 7.5(d)(iv)(B) and (D) shall be distributed prior to all other allocations, distributions and transfers described in Section 7.3 and 7.5 hereof (other than the amount described in Section 7.5(d)(i)). (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts then on deposit in the Certificate Account for both Certificate Mortgage Loan Groups, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (e) On each Payment Date the Trustee shall distribute to the Owners of the Class A-4 Certificates the amount, if any, then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account. (f) On any Payment Date during the continuance of any Certificate Insurer Default, if there is a Subordination Deficit, then the Group I Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any Outstanding Fixed Rate Certificates on such Payment Date. (g) Notwithstanding clause (d)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class Monthly Interest Amount and any A Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallA Certificates.

Flow of Funds. (i) The Trustee shall deposit in to the Certificate Account with respect to each Mortgage Loan Group, without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the Master Servicer. (ii) The On each Payment Date, the Trustee shall deposit in transfer the Lower-Tier Group I Distribution Amount from the Certificate Account without duplication, upon receipt, with respect to the Upper-Tier Group III Distribution Account. (iii) On each Payment Date, the proceeds of any liquidation of Trustee shall transfer the assets of Lower-Tier Group II Distribution Amount from the Trust insofar as such assets relate to Group II, all remittances made Certificate Account to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Upper-Tier Group II and the Group II Monthly Remittance Amount remitted by the ServicerDistribution Account. (b) On With respect to the Upper-Tier Group I Distribution Account on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by from the Servicer in writing), from amounts deposited in the Certificate Account Group I Interest Remittance Amount transferred thereto pursuant to subsection (a) ), in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocationsdisbursements have occurred: A. With respect (i) First, to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee portion of the Trustee's Fee and any Transition Expenses for relating to Group I.I; 2. Concurrently(ii) Second, to each the Owners of the Class of A Certificates related to Group I CertificatesI, the related Class Monthly A Current Interest Amount and any plus the related Class A Interest Carryover Shortfall for the Distribution Date, allocated among Carry Forward Amount with respect to each such Class of Group I Class A Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without any priority among such Class A Certificates; provided, that if the Group I Certificates. 3. The remaining amount pursuant Interest Amount Available is not sufficient to clause C. below. B. With respect to amounts in the Certificate Account received make a full distribution of interest with respect to all Classes of the Class A Certificates related to Group II: 1. To the TrusteeI, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly I Interest Amount and any Available will be distributed among the outstanding Classes of Class A Certificates related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the aggregate amount that would have been distributed to of interest due on each such Class, and the amount of the shortfall will be carried forward; (iii) Third, to the extent of the Group I Interest Remittance Amount then remaining, to the Owners of the Class in the absence of such shortfall.M-1

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account, without duplication, upon receipt, with respect to Group Iany Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, together with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 Substitution Amounts and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted any Loan Purchase Price amounts received by the ServicerTrustee. (b) On With respect to the Certificate Account on each Distribution Payment Date, the Trustee shall shall, based upon the information set forth in a report provided by the Servicer and based upon a calculation made by the Trustee, make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) FIRST, to the Certificate Insurer, from amounts then on deposit in the Certificate Account received Account, (x) from amounts then on deposit therein with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Premium Amount for such Payment Date and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates (y) from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received deposit therein with respect to Group II:, the Group II Premium Amount for such Payment Date; 1. To (ii) SECOND, to the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates from amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Monthly Trustee Fee Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Group II Monthly Interest Trustee Fee Amount and any related Class Interest Carryover Shortfall for such Payment Date, together with expenses (to the extent not paid by the Sponsor or the Servicer pursuant to clauses A. and B. above Section 2.5) for such Payment Date; (iii) THIRD, on the applicable Distribution each Payment Date, the Trustee shall allocate, with respect to each Mortgage Loan Group an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) in the following order of priority: (A) FIRST, such Total Monthly Excess Cashflow shall be allocated among on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Group Formula Distribution Amount for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Available Funds Shortfall" with respect to the related Mortgage Loan Group); (B) SECOND, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group; (C) THIRD, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) FOURTH, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group. (iv) FOURTH, on each Payment Date, the Trustee shall pay to the Certificate Insurer an amount equal to the lesser of (x) the excess of (i) the amount then on deposit in the Certificate Account over (ii) the Insured Distribution Amount for such Payment Date and (y) any Reimbursement Amount as of such Payment Date not reimbursed pursuant to clause (iii) above. (v) FIFTH, from remaining amounts then on deposit in the Certificate Account for the related Mortgage Loan Group, together with the amount of any related Insured Payment, concurrently to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates and the Class A-5 Certificates, respectively, the Class A Interest Distribution Amount for each such Class of Senior Class A Certificates; (vi) SIXTH, from remaining amounts then on deposit in the Certificate Account for the Group I, together with the amount of any related Insured Payment, to the Holders of the Class A-4 Certificates, in reduction of the Class A-4 Certificate Principal Balance, an amount equal to the Class A-4 Lockout Distribution; (vii) SEVENTH, from remaining amounts then on deposit in the Certificate Account for Group I, together with the amount of any related Insured Payment, in respect of the Group I Principal Distribution Amount, net of amounts distributed pursuant to clause (vi), to the Holders of the Class A-1 Certificates, in reduction of the Class A-1 Certificate Principal Balance, until such Class A-1 Certificate Principal Balance is reduced to zero, then to the Holders of the Class A-2 Certificates, in reduction of the Class A-2 Certificate Principal Balance, until such Class A-2 Certificate Principal Balance is reduced to zero, then to the Holders of the Class A-3 Certificates, in reduction of the Class A-3 Certificate Principal Balance, until such Class A-3 Certificate Principal Balance is reduced to zero, then to the Holders of the Class A-4 Certificates, in reduction of the Class A-4 Certificate Principal Balance, until such Class A-4 Certificate Principal Balance is reduced to zero; (viii) EIGHTH, from remaining amounts then on deposit in the Certificate Account for Group II, together with the amount of any related Insured Payment, in respect of the Group II Principal Distribution Amount, to the Holders of the Class A-5 Certificates, in reduction of the Class A-5 Certificate Principal Balance, until such Class A-5 Certificate Principal Balance is reduced to zero; (ix) NINTH, to the Reserve Fund, to the extent of the lesser of (i) all remaining amounts then on deposit in the Certificate Account for Group II, and (ii) amounts distributable pursuant to clause (x) below, which distribution shall be deemed to be made to the Holders of the Class B Certificates as part of the Class B Distribution Amount; (x) TENTH, from amounts deposited into the Reserve Fund pursuant to the preceding clause, to the Holders of the Class A-5 Certificates, an amount equal to the Available Funds Cap Carry- Forward Amount for such Payment Date; (xi) ELEVENTH, on each Payment Date, the Trustee shall distribute from the amount, if any, remaining on deposit in the Certificate Account after the allocations described in clause (i) through (x) above, to the Holders of the Class B Certificates, the lesser of (x) such remaining available funds and (y) the Class B Interest in excess of the amount deposited in the Reserve Fund pursuant to clause (ix); however, any unpaid Class B Interest for such Payment Date shall be added to the Class B Certificate Principal Balance; (xii) TWELFTH, on each Payment Date, the Trustee shall distribute from the amount, if any, remaining on deposit in the Certificate Account after the allocations described in clause (i) through (xi) above, to the Holders of the Class B Certificates, the lesser of (x) such remaining available funds and (y) the Class B Distribution Amount as of such Payment Date, less the amounts distributed pursuant to clauses (x) and (xi), applied as a distribution of principal on account of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; (xiii) THIRTEENTH, from the amount, if any, remaining on deposit in the Certificate Account following the making by the Trustee of all allocations, transfers and disbursements described above under the prior clauses of this Section 7.5 (including any related Insured Payment with respect to the Class A Certificates), the Trustee shall pay to the Servicer, to the extent the Servicer has not otherwise withheld such amounts pursuant to Sections 8.8(c) and (d), any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date, and/or to the Trustee, any reimbursable amounts then unpaid to the Trustee; (xiv) FOURTEENTH, on each Payment Date, the Trustee shall apply the amount, if any, remaining in the Certificate Account after the allocations described in clauses (i) through (xiii) above, to the Holders of the Class RL Certificates; provided, however, that if, on any Payment Date, (x) the Certificate Insurer is then in default under the Certificate Insurance Policy relating to the Mortgage Loans and (y) a Group I Subordination Deficit exists, then any distribution of the Group I Principal Distribution Amount on such Payment Date shall be made pro rata based on to the amount that would have been Holders of each of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates. Notwithstanding any of the distributions or allocations set forth in clause (ix), (xi) and (xii) above, no money will be allocated or distributed to the Holders of the Class B Certificates on any Payment Date unless the Subordinated Amount for each Mortgage Loan Group is equal to or greater than the required Specified Subordinated Amount for such Mortgage Loan Group as determined after distributions in clauses (i) through (x) for such Payment Date. (c) Notwithstanding clauses (b)(v), (vi) and (vii) above, the aggregate amounts distributed on all Payment Dates to the Holders of the Class A Certificates on account of principal shall not exceed the Original Class A Certificate Principal Balance. (d) Any amounts properly distributed to the Holders of the Class B Certificates or to the Holders of the Residual Certificates pursuant to the terms of this Agreement shall be distributed free of the subordination described herein, and any such amounts shall in no event be required to be returned to the absence Trustee or paid over to the Holders of the Class A Certificates, except as provided in Section 7.5(b)(ix) and (xi). (e) Whenever, during the administration of the Trust, there comes into the possession of the Trustee any money or property that this Agreement does not otherwise require to be distributed on account of the Class A Certificates or the Class B Certificates, the Trustee shall distribute such shortfallmoney or other property to the Holders of the Class RL Certificates.

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. ; provided, that the Trustee then shall withdraw from the Certificate Account, any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (iiother than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) The and distribute such amount to the Supplemental Interest Trustee shall for deposit in the Certificate Swap Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee and distribution pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSection 7.12. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) (other than any Trust Prepayment Charges) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I.Expenses. 2. Concurrently, to each Class of Group I Senior Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Senior Certificates on a pro rata basis based on each Group I Senior Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Senior Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. ConcurrentlySequentially, to each the Class of Group II ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 4. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, sequentially, to the Class AV-1, Class AV-2, Class AV-3 and Class AV-4 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero; provided, that notwithstanding anything to the contrary in this Agreement, if on any Distribution Date, the aggregate Certificate Principal Balance of the Subordinate Certificates is equal to zero and the Overcollateralization Amount is equal to zero, then the Principal Distribution Amount shall be distributed to the Senior Certificates, pro rata, based on their respective Certificate Principal Balances. 5. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Class M-8 Certificates, the Class M-8 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 13. To the Class M-9 Certificates, the Class M-9 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 14. To the Class M-10 Certificates, the Class M-10 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 15. To the Class M-11 Certificates, the Class M-11 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 16. To the Offered Certificates, the Subordination Increase Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 4 through 15 above. 17. 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 and Class M-11 Certificates, in that order, in each case, first (a) any related Class Interest Carryover Shortfall for and then (b) any related Class Principal Carryover Shortfall. 18. To the Net WAC Cap Carryover Reserve Fund, the lesser of (a) the Class X-IO Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and (b) the WAC Excess which amount shall be accounted for as distributed to the Class Interest Carryover Shortfall without priority among such Group II CertificatesX-IO Certificates for U.S. federal income tax purposes. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 119. Concurrently, to the Senior Certificates in both Certificate GroupsCertificates, pro rata, the related Net WAC Cap Carryover from and to the extent of funds on deposit in the Net WAC Cap Carryover Reserve Fund. 20. Sequentially, to the Class Monthly ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Net WAC Cap Carryover from and to the extent of funds on deposit in the Net WAC Cap Carryover Reserve Fund. 21. To the Supplemental Interest Amount Trustee, for deposit in the Swap Account, any Swap Termination Payments resulting from a Swap Provider Trigger Event for payment pursuant to Section 7.12(viii). 22. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and any related Class Interest Carryover Shortfall obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A. clause 1 above. 23. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clause 18 above. 24. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and B. above all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the applicable Class X-IO and Class R Certificates pursuant to this Section 7.03. (d) On each Distribution DateDate (other than the Distribution Dates in June 2006 and July 2006), allocated among each such Class the Trustee shall withdraw (subject to the terms of Senior Certificates pro rata Section 10.03(j) hereof, based solely on information provided to it electronically or in writing by the Servicer) an amount that would have been distributed equal to each such Class any Trust Prepayment Charges then on deposit in the absence of Certificate Account and shall distribute such shortfallamounts to the Class P Certificates.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group I), (ii) on the first Payment Date, the Group I Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group I to be transferred on such Payment Date from the Capitalized Interest Account for the Payment Date, pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (iib) The Trustee shall deposit in to the Certificate Certific ate Account with respect to Group II, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group II), (ii) on the first Payment Date, the Group II Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group II to be transferred on such Payment Date pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (bc) On [Reserved]. (d) With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received with respect (A) to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently(B) commencing on the third Payment Date following the Startup Day and each Payment Date thereafter, to each Class of the Certificate Insurer, from amounts then on deposit in the Certificate Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Premium Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II, the Group II Premium Amount for such Payment Date; (ii) second, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (iv) below on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Class A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Group I or the Group II Available Funds Shortfall" with respect to the related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group. (iii) third, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (ii) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such Net Monthly Excess Cashflow is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Payment Date; (B) second, the Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; (C) third, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above and (ii) the excess of (a) the Group II Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account shall be allocated to the Group II Available Funds Cap Carry-Forward Amount Account. (D) fourth, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A), (B) and (C) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Certificates) then on deposit in the Certificate Account with respect to the related Mortgage Loan Group, the Trustee shall distribute in the following order of priority: (A) from the amounts then on deposit in the Certificate Account with respect to Group I, to the Owners of the Fixed Rate Certificates, the related Class Monthly Fixed Rate Certificate Current Interest Amount and any thereon until the related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates A Certificate Termination Date on a pro rata basis based on each Group I such Class of Fixed Rate Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without any priority among such Group I the related Fixed Rate Certificates.; 3. The remaining amount pursuant to clause C. below. B. With respect to (B) from the amounts then on deposit in the Certificate Account received with respect to Group I, as a distribution of principal to the Owners of the related Class of Fixed Rate Certificates, the Group I Principal Distribution Amount shall be distributed sequentially as follows: (1) first, to the Owners of the Class A-1 Certificates until the Class A-1 TCertificate Termination Date; and (2) second, to the Owners of the Class A-2 Certificates until the Class A- 2 Certificate Termination Date; (C) from the amounts then on deposit in the Certificate Account with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each the Owners of the Class of Group II A-3 Certificates, the related Class Monthly A-3 Current Interest Amount and any related until the Class Interest Carryover Shortfall for A-3 Certificate Termination Date; and (D) from the Distribution Date, allocated among each such Class of Group II Certificates amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates Owners of the Class A-3 Certificates, the Group II Principal Distribution Amount until the Class A-3 Certificate Termination Date; Notwithstanding anything to the contrary herein, the amounts described in Section 7.5(d)(iv)(A) and (C) shall be distributed prior to all other allocations, distributions and transfers described in Section 7.3 and 7.5 hereof (other than the amount described in Section 7.5(d)(i)). (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts then on deposit in the Certificate Account for both Certificate Mortgage Loan Groups, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (e) On each Payment Date the Trustee shall distribute to the Owners of the Class A-3 Certificates the amount, if any, then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account. (f) On any Payment Date during the continuance of any Certificate Insurer Default, if there is a Subordination Deficit, then the Group I Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any Outstanding Fixed Rate Certificates on such Payment Date. (g) Notwithstanding clause (d)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class Monthly Interest Amount and any A Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallA Certificates.

Flow of Funds. (ia) The With respect to the Fixed Rate Group, the Trustee shall deposit in into the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, 8.09 and 8.10 with respect to Group I and the Group I 1 Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (iib) The With respect to the Adjustable Rate Group, the Trustee shall deposit in to the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group IIsuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group II and the Group II 2 Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (bc) On With respect to the Distribution Account, on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Distribution Date, the Trustee shall allocate an amount equal to amounts in the Certificate Account received sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group Iand Distribution Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Distribution Date) with respect to such Mortgage Loan Group in the following order of priority: 1. To the Trustee(A) first, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, such Total Monthly Excess Cashflow with respect to each Class Mortgage Loan Group shall be allocated to the payment of Group I Certificates, the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received clauses (iii)(C) or (iii)(D), as applicable, below on such Distribution Date with respect to the related Mortgage Loan Group II: 1. To in an amount equal to the Trusteeamount, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrentlyif any, to each Class of Group II Certificates, by which (x) the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall (calculated for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant this purpose only by reference to clause C. below. C. With respect to (b) of the definition of the Group 1 Principal Distribution Amount or Group 2 Principal Distribution Amount, as the case may be, and without any remaining amounts in the Certificate Account received Subordination Increase Amount with respect to the related Mortgage Loan Group) for such Distribution Date exceeds (y) the Available Funds with respect to such Mortgage Loan Group I and for such Distribution Date (the amount of such difference being the " Group II: 1. Concurrently, 1 Available Funds Shortfall" with respect to the Senior Certificates in both Certificate GroupsFixed Rate Group, and the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall "Group 2 Available Funds Shortfall" with respect to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Adjustable Rate Group);

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group III, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group III, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group III and the Group III Monthly Remittance Amount remitted by the Servicer. (iv) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group IV, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IV, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group IV and the Group IV Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. E. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. To the Class AV-1 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date. 3. The remaining amount pursuant to clause E. below. C. With respect to amounts in the Certificate Account received with respect to Group III: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group III. 2. Concurrently, to each Class of Group II III Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II III Certificates on a pro rata basis based on each Group II III Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II III Certificates. 3. The remaining amount pursuant to clause C. E. below. C. D. With respect to amounts in the Certificate Account received with respect to Group IV: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group IV. 2. To the Class AV-5 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date. 3. The remaining amount pursuant to clause E below. E. With respect to any remaining amounts in the Certificate Account received with respect to Group I I, Group II, Group III and Group II: IV: 1. Concurrently, to the Senior Certificates in both all four Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. A., B, C and B. D. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall. 2. Sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 and Class B Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 3. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, concurrently as follows: (i) To the Group I Certificates, the Group I Principal Distribution Amount allocated in the following order of priority: (a) To the Class AF-6 Certificates, an amount equal to the Class AF-6 Lockout Distribution Amount; and (b) Sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, and Class AF-6 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. (ii) To the Class AV-1 Certificates, the Group II Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. (iii) To the Group III Certificates, the Group III Principal Distribution Amount allocated in the following order of priority: (a) Sequentially, to the Class AV-2, Class AV-3 and Class AV-4 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. (iv) To the Class AV-5 Certificates, the Group IV Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. 4. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 5. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class B Certificates, the Class B Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Offered Certificates, the Subordination Increase Amount or the OC Holiday Realized Loss Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 3 through 11 of clause E. above. 13. To the Class M-1 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 14. To the Class M-2 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 15. To the Class M-3 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 16. To the Class M-4 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 17. To the Class M-5 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 18. To the Class M-6 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 19. To the Class M-7 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 20. To the Class B Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 21. To the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount, following any reduction thereof on account of distributions on that Distribution Date of amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b) and (b) the WAC Excess. 22. Concurrently (i) to the Fixed Rate Certificates, pro rata, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I, (ii) to the Class AV-1 Certificates, the Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II, (iii) to the Group III Certificates, pro rata, the Group III Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group III, (iv) to the Class AV-5 Certificates, the Group IV Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplement Interest Reserve Fund with respect to Group IV in the case of clauses (ii), (iii) and (iv) above, to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 23. Sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class B Certificates, in that order, the related Subordinate Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund, in each case to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 24. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A.1, B.1, C.1 and D.1 above. 25. To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest. 26. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses E.21 through E.25 above. 27. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to this Section 7.03.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group III, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group III, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group III and the Group III Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each To the Class of Group II A-7 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.:

Flow of Funds. (ia) The With respect to the Fixed Rate Group, the Trustee shall deposit in into the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, 8.09 and 8.10 with respect to Group I and the Group I 1 Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (iib) The With respect to the Adjustable Rate Group, the Trustee shall deposit in to the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group IIsuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group II and the Group II 2 Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (bc) On With respect to the Distribution Account, on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Distribution Date, the Trustee shall allocate an amount equal to amounts in the Certificate Account received sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group Iand Distribution Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Distribution Date) with respect to such Mortgage Loan Group in the following order of priority: 1. To the Trustee(A) first, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, such Total Monthly Excess Cashflow with respect to each Class Mortgage Loan Group shall be allocated to the payment of Group I Certificates, the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received clauses (iii)(C) or (iii)(D), as applicable, below on such Distribution Date with respect to the related Mortgage Loan Group II: 1. To in an amount equal to the Trusteeamount, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrentlyif any, to each Class of Group II Certificates, by which (x) the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall (calculated for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant this purpose only by reference to clause C. below. C. With respect to (b) of the definition of the Group 1 Principal Distribution Amount or Group 2 Principal Distribution Amount, as the case may be, and without any remaining amounts in the Certificate Account received Subordination Increase Amount with respect to the related Mortgage Loan Group) for such Distribution Date exceeds (y) the Available Funds with respect to such Mortgage Loan Group I and for such Distribution Date (the amount of such difference being the "Group II: 1. Concurrently, 1 Available Funds Shortfall" with respect to the Senior Certificates in both Certificate GroupsFixed Rate Group, and the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall "Group 2 Available Funds Shortfall" with respect to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Adjustable Rate Group);

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, upon receipt, with respect to any Group II Insured Payments, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted Amount, together with any Substitution Amounts and any Loan Purchase Price amounts relating to Group I received by the ServicerTrustee. (iib) The Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, upon receipt, with respect to any Group IIII Insured Payments, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted Amount, together with any Substitution Amounts and any Loan Purchase Price amounts relating to Group II received by the ServicerTrustee. (bc) On [Reserved]. (d) With respect to amounts on deposit in the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Payment Date (A) to the Master Servicer, the Master Servicer Fee and (B) to the Certificate Insurer, (x) from amounts then on deposit in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Premium Amount for such Payment Date and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates (y) from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received with respect to Group II:, the Group II Premium Amount for such Payment Date; 1. To the Trustee(ii) second, on each Payment Date, the Trustee Fee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Transition Expenses for Subordination Reduction Amount with respect to such Mortgage Loan Group II. 2. Concurrently, and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Class Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group II Certificates, shall be allocated to the payment of the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received (iv) below on such Payment Date with respect to the related Mortgage Loan Group I and Group II: 1. Concurrently, in an amount equal to the Senior Certificates in both Certificate Groupsdifference, if any, between (x) the related Class Monthly Interest A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any related Class Interest Carryover Shortfall Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference with respect to the extent not paid pursuant to clauses A. and B. above on related Mortgage Loan Group) being the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on "Group I Available Funds Shortfall" or the amount that would have been distributed to each such Class in the absence of such shortfall."Group II Available Funds Shortfall";

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group III, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group III, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group III and the Group III Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. D. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. To the Class AV-1 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date. 3. The remaining amount pursuant to clause D. below. C. With respect to amounts in the Certificate Account received with respect to Group III: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group III. 2. Concurrently, to each Class of Group II III Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II III Certificates on a pro rata basis based on each Group II III Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II III Certificates. 3. The remaining amount pursuant to clause C. D. below. C. D. With respect to any remaining amounts in the Certificate Account received with respect to Group I I, Group II and Group II: III: 1. Concurrently, to the Senior Certificates in both all three Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. A., B. and B. C. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall. 2. Sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 and Class B Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 3. To the Senior Certificates (other than the Class A IO Certificates), an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, concurrently as follows: (i) To the Group I Certificates (other than the Group I A-IO Component), the Group I Principal Distribution Amount allocated in the following order of priority: (a) To the Class AF-6 Certificates, an amount equal to the Class AF-6 Lockout Distribution Amount; and (b) Sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, and Class AF-6 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. (ii) To the Class AV-1 Certificates, the Group II Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. (iii) To the Group III Certificates (other than the Group III A-IO Component), the Group III Principal Distribution Amount concurrently, pro rata, on the basis of the Certificate Principal Balance of the Class AV-2 Certificates and the aggregate Certificate Principal Balances of the Class AV-3, Class AV-4 and Class AV-5 Certificates, as follows: (a) To the Class AV-2 Certificates, until the Certificate Principal Balance of such Certificates has been reduced to zero; and (b) Sequentially, Class AV-3, Class AV-4 and Class AV 5 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. 4. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 5. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class B Certificates, the Class B Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Offered Certificates (other than the Class A-IO Certificates), the Subordination Increase Amount or the OC Holiday Realized Loss Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 3 through 11 of clause D. above. 13. To the Class M-1 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 14. To the Class M-2 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 15. To the Class M-3 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 16. To the Class M-4 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 17. To the Class M-5 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 18. To the Class M-6 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 19. To the Class M-7 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 20. To the Class B Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 21. To the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount, following any reduction thereof on account of distributions on that Distribution Date of amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b) and (b) the WAC Excess. 22. Concurrently (i) to the Group I Certificates (other than the Group I A-IO Component), pro rata, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I, (ii) to the Class AV 1 Certificates, the Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II and (iii) to the Group III Certificates (other than the Group III A-IO Component), pro rata, the Group III Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group III, in the case of clauses (ii) and (iii) above, to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 23. Sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class B Certificates, in that order, the related Subordinate Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund, in each case to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 24. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A.1, B.1 and C.1 above. 25. To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest. 26. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses D.21 through D.25 above. 27. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to this Section 7.03.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group I), (ii) on the first Payment Date, the Group I Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group I to be transferred on such Payment Date from the Capitalized Interest Account for the Payment Date, pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (iib) The Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group II), (ii) on the first Payment Date, the Group II Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group II to be transferred on such Payment Date pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (bc) On [Reserved]. (d) With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received with respect (A) to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently(B) commencing on the third Payment Date following the Startup Day and each Payment Date thereafter, to each Class of the Certificate Insurer, from amounts then on deposit in the Certificate Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Premium Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II, the Group II Premium Amount for such Payment Date; (ii) second, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (iv) below on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Class A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Group I or the Group II Available Funds Shortfall" with respect to the related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group. (iii) third, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (ii) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such Net Monthly Excess Cashflow is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Payment Date; (B) second, the Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; (C) third, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above and (ii) the excess of (a) the Group II Available Funds Cap CarryForward Amount for such Payment Date over (b) the amount then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account shall be allocated to the Group II Available Funds Cap Carry-Forward Amount Account. (D) fourth, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A), (B) and (C) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Certificates) then on deposit in the Certificate Account with respect to the related Mortgage Loan Group, the Trustee shall distribute in the following order of priority: (A) from the amounts then on deposit in the Certificate Account with respect to Group I, to the Owners of the Fixed Rate Certificates, the related Class Monthly Fixed Rate Certificate Current Interest Amount and any thereon until the related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates A Certificate Termination Date on a pro rata basis based on each Group I such Class of Fixed Rate Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without any priority among such Group I the related Fixed Rate Certificates.; 3. The remaining amount pursuant to clause C. below. B. With respect to (B) from the amounts then on deposit in the Certificate Account received with respect to Group I, as a distribution of principal to the Owners of the related Class of Fixed Rate Certificates, the Group I Principal Distribution Amount shall be distributed sequentially as follows: (1) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Termination Date; and (2) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Termination Date; (C) from the amounts then on deposit in the Certificate Account with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each the Owners of the Class of Group II A-3 Certificates, the related Class Monthly A-3 Current Interest Amount and any related until the Class Interest Carryover Shortfall for A-3 Certificate Termination Date; and (D) from the Distribution Date, allocated among each such Class of Group II Certificates amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates Owners of the Class A-3 Certificates, the Group II Principal Distribution Amount until the Class A-3 Certificate Termination Date; Notwithstanding anything to the contrary herein, the amounts described in Section 7.5(d)(iv)(A) and (C) shall be distributed prior to all other allocations, distributions and transfers described in Section 7.3 and 7.5 hereof (other than the amount described in Section 7.5(d)(i)). (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts then on deposit in the Certificate Account for both Certificate Mortgage Loan Groups, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (e) On each Payment Date the Trustee shall distribute to the Owners of the Class A-3 Certificates the amount, if any, then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account. (f) On any Payment Date during the continuance of any Certificate Insurer Default, if there is a Subordination Deficit, then the Group I Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any Outstanding Fixed Rate Certificates on such Payment Date. (g) Notwithstanding clause (d)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class Monthly Interest Amount and any A Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallA Certificates.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection (a) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect (i) Concurrently, to amounts in the Trustee and the Certificate Account received with respect to Group I: 1. To the TrusteeInsurer, the Trustee Fee and any Transition Expenses for the related Home Equity Loan Group I.to the Trustee and, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Classes of Class A Certificates for the Distribution Date to the Certificate Insurer. 2. Concurrently, to each (ii) To the related Classes of Class of Group I A Certificates, the related Class Monthly Current Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates Classes (on a pro rata basis based on each Group I Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates) for the Distribution Date. (iii) To the related Classes of Class A Certificates, an amount up to the related Class A Principal Distribution Amount in the following order of priority: (A) With respect to the Home Equity Loan Group relating to the Group I Certificates, the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed as follows: (1) To the Certificateholders of the Class A-6 Certificates, an amount equal to the Class A-6 Lockout Distribution Amount until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; and (2) The remainder as follows: first, to the Class A-1 Certificateholders until the Certificate Principal Balance of the Class A-1 Certificates is reduced to zero; second, to the Class A-2 Certificateholders until the Certificate Principal Balance of the Class A-2 Certificates is reduced to zero; third, to the Class A-3 Certificateholders until the Certificate Principal Balance of the Class A-3 Certificates is reduced to zero; fourth, to the Class A-4 Certificateholders until the Certificate Principal Balance of the Class A-4 Certificates is reduced to zero; fifth, to the Class A-5 Certificateholders until the Certificate Principal Balance of the Class A-5 Certificates is reduced to zero; and sixth to the Class A-6 Certificateholders until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; provided, however, during the continuance of a Certificate Insurer Default, if there is a Collateralization Deficit with respect to the Group I Certificates, then the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed pro rata to the Certificateholders of the Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. (B) With respect to amounts in the Certificate Account received with respect Home Equity Loan Group relating to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest A Principal Distribution Amount and any related Class Interest Carryover Shortfall for applicable to the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s shall be distributed to the Certificateholders of the Class Monthly Interest Amount and A-7 Certificates, until the Certificate Principal Balance of the Class Interest Carryover Shortfall without priority among such Group II CertificatesA-7 Certificates is reduced to zero. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. (iv) Concurrently, to the Senior Trustee and the Certificate Insurer, any unpaid Trustee Fee and any unpaid Transition Expenses for the unrelated Home Equity Loan Group to the Trustee and, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any unpaid Premium Amount for the unrelated Class or Classes of Class A Certificates in both for the Distribution Date to the Certificate GroupsInsurer. (v) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, the amount of the Available Funds Shortfall with respect to the unrelated Home Equity Loan Group, allocated to Current Interest on such Classes (on the same pro rata basis as provided in clause (ii) above), to the extent of any shortfall in Current Interest, and then to principal (allocated in the same order of priority as provided in clause (iii) above);. (vi) To the Certificate Insurer, in the following order of priority, the sum of: (1) Any Reimbursement Amount owed to the Certificate Insurer with respect to the related Classes of Class Monthly Interest A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocation shall follow immediately after clause (vii) below; and (2) Any unpaid Reimbursement Amount owed to the Certificate Insurer with respect to the unrelated Classes of Class A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocation shall follow immediately after clause (viii) below. (vii) To the Classes of Class A Certificates with respect to the related Home Equity Loan Group, an amount up to the Extra Principal Distribution Amount for the related Home Equity Loan Group, until the related Target Overcollateralization Amount is reached, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such related Home Equity Loan Group pursuant to clause (iii) above. (viii) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, an amount equal to any Target Deficiency for such unrelated Home Equity Loan Group remaining after the distributions above with respect to the unrelated Home Equity Loan Group, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such unrelated Home Equity Loan Group pursuant to clause (iii) above. (ix) To the Class X-IO Certificate, the lesser of the Class X-IO Distribution Amount and the Class A-7 Certificateholders' Interest Index Carryover, provided that, pursuant to Section 7.04 hereof, on any related Distribution Date as to which there is any unpaid Class A-7 Certificateholders' Interest Index Carryover, the Trustee will transfer, from amounts that would otherwise be distributable to the Class X-IO Certificates pursuant to this clause, the amount of any Class A-7 Certificateholders' Interest Index Carryover Shortfall into the Supplemental Interest Reserve Fund, for immediate transfer pursuant to this clause to the Class A-7 Certificates as payment of the Class A-7 Certificateholders' Interest Index Carryover. (x) To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under this Agreement, to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A. (i) or (iv) above. (xi) To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and B. above unreimbursed Compensating Interest. (xii) To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clause (ix) above; provided, however, that on any Distribution Date on which the applicable Class X-IO Distribution DateAmount is distributable pursuant to Section 9.02(d), allocated among each such any Class of Senior Certificates pro rata based on the amount that would have been X-IO Distribution Amount shall instead be distributed to each the Classes of Class A Certificates of the related Home Equity Loan Group, such Class amounts to be applied in reduction of the Certificate Principal Balance of such Classes in the absence same order of priority as the Class A Principal Distribution Amount is to be applied for such related Home Equity Loan Group pursuant to clause (iii) above, and then to the Classes of Class A Certificates of the unrelated Home Equity Loan Group, such amounts to be applied in reduction of the Certificate Principal Balance of such shortfallClasses in the same order of priority as the Class A Principal Distribution Amount is to be applied for such unrelated Home Equity Loan Group pursuant to clause (iii) above. (xiii) To the Class R Certificates, the remainder.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group I), (ii) on the first Payment Date, the Group I Capitalized Interest Requirement and any PreFunding Account Earnings related to Group I to be transferred on such Payment Date from the Capitalized Interest Account for the Payment Date, pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (iib) The Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group II), (ii) on the first Payment Date, the Group II Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group II to be transferred on such Payment Date pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (bc) On [Reserved]. (d) With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received with respect (A) to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently(B) commencing on the third Payment Date following the Startup Day and each Payment Date thereafter, to each Class of Group I Certificatesthe Certificate Insurer, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Premium Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II:, the Group II Premium Amount for such Payment Date; 1. To the Trustee(ii) second, on each Payment Date, the Trustee Fee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Transition Expenses for Subordination Reduction Amount with respect to such Mortgage Loan Group II. 2. Concurrently, and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Class Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group II Certificates, shall be allocated to the payment of the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. (iv) below on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Class A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Group I or the Group II Available Funds Shortfall" with respect to the related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group. C. With (iii) third, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (ii) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such Net Monthly Excess Cashflow is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Payment Date; (B) second, the Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; (C) third, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above and (ii) the excess of (a) the Group II Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account shall be allocated to the Group II Available Funds Cap Carry-Forward Amount Account. (D) fourth, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A), (B) and (C) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Certificates) then on deposit in the Certificate Account received with respect to the related Mortgage Loan Group, the Trustee shall distribute in the following order of priority: (A) from the amounts then on deposit in the Certificate Account with respect to Group I and Group II: 1. ConcurrentlyI, to the Senior Certificates Owners of the Class A-1 Certificates, the Class A-1 Current Interest thereon until the Class A-1 Certificate Termination Date; (B) from the amounts then on deposit in the Certificate Account with respect to Group I, to the Owners of the Class A-1 Certificates, the Group I Principal Distribution Amount until the Class A-1 Certificate Termination Date. (C) from the amounts then on deposit in the Certificate Account with respect to Group II, to the Owners of the Class A-2 Certificates, the Class A-2 Current Interest until the Class A-2 Certificate Termination Date; and (D) from the amounts then on deposit in the Certificate Account with respect to Group II, to the Owners of the Class A-2 Certificates, the Group II Principal Distribution Amount until the Class A-2 Certificate Termination Date; Notwithstanding anything to the contrary herein, the amounts described in Section 7.5(d)(iv)(A) and (C) shall be distributed prior to all other allocations, distributions and transfers described in Section 7.3 and 7.5 hereof (other than the amount described in Section 7.5(d)(i)). (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts then on deposit in the Certificate Account for both Certificate Mortgage Loan Groups, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (e) On each Payment Date the Trustee shall distribute to the Owners of the Class A-2 Certificates the amount, if any, then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account. (f) Notwithstanding clause (d)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class Monthly Interest Amount and any A Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallA Certificates.

Flow of Funds. (i) The Trustee Securities Administrator shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I1, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I1, all remittances made to the Trustee Securities Administrator pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I 1 and the Group I 1 Monthly Remittance Amount remitted by the Servicer; provided, that the Securities Administrator then shall withdraw from the Certificate Account, any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (other than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) and distribute such amount to the Supplemental Interest Trustee for deposit in the Swap Account and distribution pursuant to Section 7.12. (ii) The Trustee Securities Administrator shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II2, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II2, all remittances made to the Trustee Securities Administrator pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II 2 and the Group II 2 Monthly Remittance Amount remitted by the Servicer; provided, that the Securities Administrator then shall withdraw from the Certificate Account, any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (other than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) and distribute such amount to the Supplemental Interest Trustee for deposit in the Swap Account and distribution pursuant to Section 7.12. (b) On each Distribution Date (or, in the case of payments related to the Supplemental Interest Trust that occur prior to each Distribution Date, on or prior to such Distribution Date to the Trustee extent such payments are available to be made on the related Distribution Date), after withdrawal of any amounts required to be deposited into the Swap Account for payment to the Swap Provider of any Net Swap Payments and Swap Termination Payments (other than any Swap Termination Payments that are the result of a Swap Provider Trigger Event) and the reimbursement of any Transition Expenses, payment of the Master Servicing Fee and reimbursement of costs or expenses of the Master Servicer, the Securities Administrator and the Custodian, the Securities Administrator shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) (other than any Prepayment Charges) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I1: 1. To Concurrently, to the TrusteeGroup 1 Certificates, the Trustee Fee related Class Monthly Interest Amount and any Transition Expenses related Class Interest Carryover Shortfall for Group I.the Distribution Date. 2. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group 2: 1. Concurrently, to each Class of Group I 2 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I 2 Certificates on a pro rata basis based on each Group I 2 Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I 2 Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II II, the Closing Date Deposit and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect The Group I Monthly Interest Amount and Group II Monthly Interest Amount, respectively, are required to amounts be distributed in the Certificate Account received with respect to Group Ifollowing order of priority until such amounts have been fully distributed: 1. To first, to the Trustee, the Trustee Fee and any Transition Expenses for Group I.the related Group; 2. Concurrentlysecond, to each Class of Group I Certificatesthe Senior Certificates and the related Component for such Group, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the such Class or Component on that Distribution Date; provided, allocated however, if the interest collections for the related Group are not sufficient to make a full distribution of the Class Monthly Interest Amount and any Class Interest Carryover Shortfall with respect to the Senior Certificates and the related Component of such Group, the interest amounts for the related Group will be distributed pro rata among each such Class of Senior Certificates and the related Component of the related Group I Certificates on a pro rata basis based on each Group I Certificate’s the ratio of: (i) the Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates.for that Class or Component to (ii) the total amount of Class Monthly Interest Amount and any Class Interest Carryover Shortfall for the Senior Certificates and the related Component of the Group; 3. The remaining amount third, to the Class M-1 Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date; 4. fourth, to the Class M-2 Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date; 5. fifth, to the Class B Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date; and 6. sixth, any remainder will be treated as Excess Interest of such Group and distributed pursuant to clause C. below. B. With The Principal Distribution Amount for that Distribution Date with respect to amounts each Group is required to be distributed in the following order of priority until the related Principal Distribution Amount has been fully distributed: 1. first, to the Senior Certificates (other than the related Component) of the related Group, the Senior Principal Distribution Amount for the Group, as follows: (i) the Senior Principal Distribution Amount for Group I is required to be distributed as follows: (A) first, the Class AF-6 Lockout Distribution Amount to the Class AF-6 Certificates, and (B) then, the balance of the Senior Principal Distribution Amount for Group I, sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Certificates so that no distribution will be made to any such Class until the Certificate Account received Principal Balances of all the related Senior Certificates with a lower numeral disignation shall have been reduced to zero; provided, however, that, on any Distribution Date on which the Certificate Principal Balance of the Senior Certificates with respect to Group I is equal to or greater than the aggregate Loan Balance of the Group I Home Equity Loans, the Senior Principal Distribution Amount for Group I will be distributed pro rata and not sequentially to those Senior Certificates; and (ii) the Senior Principal Distribution Amount for Group II is required to be distributed to the Class AV Certificates until the Certificate Principal Balance of that Class has been reduced to zero; 2. second, to the Class M-1 Certificates of the Group, the Class M-1 Principal Distribution Amount for that Class; 3. third, to the Class M-2 Certificates of the Group, the Class M-2 Principal Distribution Amount for that Class; and 4. fourth, to the Class B Certificates of the Group, the Class B Principal Distribution Amount for that Class. C. Group I Monthly Interest Amounts or Group II Monthly Interest Amounts, as applicable, remaining pursuant to clause A.6 above, together with any Excess Overcollateralization Amount for the related Group, will be treated as Excess Interest and will be required to be distributed in the following order of priority until fully distributed: 1. first, the Subordination Increase Amount for the Group (other than the related Component), payable in the order of priority set forth in clauses B.1 through B.4 above; 2. second, to the Class M-1 Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 3. third, to the Class M-1 Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 4. fourth, to the Class M-2 Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 5. fifth, to the Class M-2 Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 6. sixth, to the Class B Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 7. seventh, to the Class B Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 8. eighth, for distribution to the other Group first, to the Offered Certificates of the other Group, payable in the order of priority set forth in clauses B.1 through B.4 above, to the extent that any Subordination Increase Amounts with respect to such Certificates have not otherwise been distributed in full for that Distribution Date and then, to the Offered Certificates of the other Group in accordance with the priorities set forth in clauses C.2 through C.7, to the extent that any related Class Principal Carryover Shortfalls have not otherwise been distributed in full for that Distribution Date; 9. ninth, to the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount and (b) the WAC Excess; 10. tenth, in the case of Group I, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2 and Class BF Certificates, in the order of priority set forth in clauses 2 through 5 of clause A. above, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I and, in the case of Group II, to the Class AV, Class MV-1, Class MV-2 and Class BV Certificates, payable in the order of priority set forth in clauses 2 through 5 of clause A. above, the related Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II:; 111. To the Trusteeeleventh, to the Trustee Fee and any Transition as reimbursement for all Trustee Reimbursable Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount Group incurred in connection with its duties and any related Class Interest Carryover Shortfall obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clause A.1 above, payable first from the related Group and then from the other Group; 12. twelfth, to the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest each with respect to the related Group, payable first from the related Group and then from the other Group; and 13. thirteenth, to the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses A. C. 9 through C. 12 above; provided, however, that on any Distribution Date on which the Class X-IO Distribution Amount is distributable pursuant to Section 9.02(d), any Class X-IO Distribution Amount shall instead be distributed to the Classes of Offered Certificates of the related Group (other than the related Component), such amount to be applied in reduction of the Certificate Principal Balance of such Classes in the same order of priority as the principal distribution amounts are to be applied for such related Offered Certificates pursuant to clauses B.1 through B.4 above. 14. fourteenth, to the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and B. above all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the applicable Distribution Date, allocated among each such Class of Senior X-IO and Class R Certificates pro rata based on the amount that would have been distributed pursuant to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account, without duplication, upon receipt, with respect to Group Iany Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, together with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 Substitution Amounts and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted any Loan Purchase Price amounts received by the ServicerTrustee. (b) On With respect to the Certificate Account on each Distribution Payment Date, the Trustee shall shall, based upon the information set forth in a report provided by the Servicer and based upon a calculation made by the Trustee, make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, to the Certificate Insurer, from amounts then on deposit in the Certificate Account received Account, (x) from amounts then on deposit therein with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Premium Amount for such Payment Date and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates (y) from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received deposit therein with respect to Group II:, the Group II Premium Amount for such Payment Date; 1. To (ii) second, to the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates from amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Monthly Trustee Fee Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Group II Monthly Interest Trustee Fee Amount and any related Class Interest Carryover Shortfall for such Payment Date, together with expenses (to the extent not paid by the Sponsor or the Servicer pursuant to clauses A. and B. above Section 2.5) for such Payment Date; (iii) third, on the applicable Distribution each Payment Date, the Trustee shall allocate, with respect to each Mortgage Loan Group an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) in the following order of priority: (A) first, such Total Monthly Excess Cashflow shall be allocated among on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Group Formula Distribution Amount for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Available Funds Shortfall" with respect to the related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group. (iv) fourth, on each Payment Date, the Trustee shall pay to the Certificate Insurer an amount equal to the lesser of (x) the excess of (i) the amount then on deposit in the Certificate Account over (ii) the Insured Distribution Amount for such Payment Date and (y) any Reimbursement Amount as of such Payment Date not reimbursed pursuant to clause (iii) above. (v) fifth, from remaining amounts then on deposit in the Certificate Account for the related Mortgage Loan Group, together with the amount of any related Insured Payment, concurrently to the Owners of the Class A-1 Certificates, the Class A-2 Certificates, the Class A- 3 Certificates, the Class A-4 Certificates and the Class A-5 Certificates, respectively, the Class A Interest Distribution Amount for each such Class of Senior Class A Certificates; (vi) sixth, from remaining amounts then on deposit in the Certificate Account for the Group I, together with the amount of any related Insured Payment, to the Owners of the Class A-4 Certificates, in reduction of the Class A-4 Certificate Principal Balance, an amount equal to the Class A-4 Lockout Distribution; (vii) seventh, from remaining amounts then on deposit in the Certificate Account for Group I, together with the amount of any related Insured Payment, in respect of the Group I Principal Distribution Amount, net of amounts distributed pursuant to clause (vi), to the Owners of the Class A-1 Certificates, in reduction of the Class A-1 Certificate Principal Balance, until such Class A-1 Certificate Principal Balance is reduced to zero, then to the Owners of the Class A-2 Certificates, in reduction of the Class A-2 Certificate Principal Balance, until such Class A-2 Certificate Principal Balance is reduced to zero, then to the Owners of the Class A-3 Certificates, in reduction of the Class A-3 Certificate Principal Balance, until such Class A-3 Certificate Principal Balance is reduced to zero, then to the Owners of the Class A-4 Certificates, in reduction of the Class A-4 Certificate Principal Balance, until such Class A-4 Certificate Principal Balance is reduced to zero; (viii) eighth, from remaining amounts then on deposit in the Certificate Account for Group II, together with the amount of any related Insured Payment, in respect of the Group II Principal Distribution Amount, to the Owners of the Class A-5 Certificates, in reduction of the Class A-5 Certificate Principal Balance, until such Class A-5 Certificate Principal Balance is reduced to zero; (ix) ninth, to the Reserve Fund, to the extent of the lesser of (i) all remaining amounts then on deposit in the Certificate Account for Group II, and (ii) amounts distributable pursuant to clause (x) below, which distribution shall be deemed to be made to the Owners of the Class B Certificates as part of the Class B Distribution Amount; (x) tenth, from amounts deposited into the Reserve Fund pursuant to the preceding clause, to the Owners of the Class A-5 Certificates, an amount equal to the Available Funds Cap Carry-Forward Amount for such Payment Date; (xi) eleventh, on each Payment Date, the Trustee shall distribute from the amount, if any, remaining on deposit in the Certificate Account after the allocations described in clause (i) through (x) above, to the Owners of the Class B Certificates, the lesser of (x) such remaining available funds and (y) the Class B Interest in excess of the amount deposited in the Reserve Fund pursuant to clause (ix); however, any unpaid Class B Interest for such Payment Date shall be added to the Class B Certificate Principal Balance; (xii) twelfth, on each Payment Date, the Trustee shall distribute from the amount, if any, remaining on deposit in the Certificate Account after the allocations described in clause (i) through (xi) above, to the Owners of the Class B Certificates, the lesser of (x) such remaining available funds and (y) the Class B Distribution Amount as of such Payment Date, less the amounts distributed pursuant to clauses (x) and (xi), applied as a distribution of principal on account of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; (xiii) thirteenth, from the amount, if any, remaining on deposit in the Certificate Account following the making by the Trustee of all allocations, transfers and disbursements described above under the prior clauses of this Section 7.5 (including any related Insured Payment with respect to the Class A Certificates), the Trustee shall pay to the Servicer, to the extent the Servicer has not otherwise withheld such amounts pursuant to Sections 8.8(c) and (d), any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date, and/or to the Trustee, any reimbursable amounts then unpaid to the Trustee; (xiv) fourteenth, on each Payment Date, the Trustee shall apply the amount, if any, remaining in the Certificate Account after the allocations described in clauses (i) through (xiii) above, to the Owners of the Class RL Certificates; provided, however, that if, on any Payment Date, (x) the Certificate Insurer is then in default under the Certificate Insurance Policy relating to the Mortgage Loans and (y) a Group I Subordination Deficit exists, then any distribution of the Group I Principal Distribution Amount on such Payment Date shall be made pro rata based on to the amount that would have been Owners of each of the Class ▇- ▇, Class A-2, Class A-3 and Class A-4 Certificates. Notwithstanding any of the distributions or allocations set forth in clause (ix), (xi) and (xii) above, no money will be allocated or distributed to the Owners of the Class B Certificates on any Payment Date unless the Subordinated Amount for each Mortgage Loan Group is equal to or greater than the required Specified Subordinated Amount for such Mortgage Loan Group as determined after distributions in clauses (i) through (x) for such Payment Date. (c) Notwithstanding clauses (b)(v), (vi) and (vii) above, the aggregate amounts distributed on all Payment Dates to the Owners of the Class A Certificates on account of principal shall not exceed the Original Class A Certificate Principal Balance. (d) Any amounts properly distributed to the Owners of the Class B Certificates or to the Owners of the Residual Certificates pursuant to the terms of this Agreement shall be distributed free of the subordination described herein, and any such amounts shall in no event be required to be returned to the absence Trustee or paid over to the Owners of the Class A Certificates, except as provided in Section 7.5(b)(ix) and (xi). (e) Whenever, during the administration of the Trust, there comes into the possession of the Trustee any money or property which this Agreement does not otherwise require to be distributed on account of the Class A Certificates or the Class B Certificates, the Trustee shall distribute such shortfallmoney or other property to the Owners of the Class RL Certificates.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, upon receipt, with respect to any Group II Insured Payments, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted Amount, together with any Substitution Amounts and any Loan Purchase Price amounts relating to Group I received by the ServicerTrustee. (iib) The Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, upon receipt, with respect to any Group IIII Insured Payments, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted Amount, together with any Substitution Amounts and any Loan Purchase Price amounts relating to Group II received by the ServicerTrustee. (bc) On [Reserved]. (d) With respect to amounts on deposit in the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Payment Date (A) to the Oversight Agent, the Oversight Agent Fee and beginning on the second Payment Date after the Startup Day (B) to the Certificate Insurer, (x) from amounts then on deposit in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Premium Amount for such Payment Date and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates (y) from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received with respect to Group II:, the Group II Premium Amount for such Payment Date; 1. To the Trustee(ii) second, on each Payment Date, the Trustee Fee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Transition Expenses for Subordination Reduction Amount with respect to such Mortgage Loan Group II. 2. Concurrently, and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Class Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group II Certificates, shall be allocated to the payment of the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received (iv) below on such Payment Date with respect to the related Mortgage Loan Group I and Group II: 1. Concurrently, in an amount equal to the Senior Certificates in both Certificate Groupsdifference, if any, between (x) the related Class Monthly Interest A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any related Class Interest Carryover Shortfall Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference with respect to the extent not paid related Mortgage Loan Group) being the "Group I Available Funds Shortfall" or the "Group II Available Funds Shortfall"; (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses A. (A) and B. (B) above on shall be allocated to the applicable Distribution Date, allocated among each such Class payment of Senior Certificates pro rata based on any Reimbursement Amount with respect to the amount that would have been distributed related Mortgage Loan Group pursuant to each such Class in the absence of such shortfall.clause

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On Subject to the provisions of clause (c) below on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection subsections (a) and (e) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred; provided, however, amounts related to Insured Payments shall be used only to make payments set forth in clauses (b)(iii)(A)-(C) below to the related Class A Certificates: A. With respect to (i) FIRST, on each Distribution Date (x) from amounts then on deposit in the Certificate Account received for the related Home Equity Loan Group, (A) the Trustee Fee allocable to the related Home Equity Loan Group shall be paid to the Trustee and (B) provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Classes of Class A Certificates for such Distribution Date shall be paid to the Certificate Insurer and (y) from amounts thereon deposit in the Certificate Account for the unrelated Home Equity Loan Group, amounts necessary to pay unpaid amounts pursuant to clause (x)(A) and (B) above; (ii) SECOND, on each Distribution Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to the related Home Equity Loan Group and Distribution Date plus (y) any Subordination Reduction Amount with respect to the related Home Equity Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" for the related Home Equity Loan Group and Distribution Date) to the related Classes of Class A Certificates and the Certificate Insurer in the following order of priority: (A) FIRST, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (b)(iii) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Home Equity Loan Group (net of the related Trustee Fee and the related Premium Amount) and shall be paid as part of the Class A Distribution Amount, first pursuant to clause (b)(iii)(A) below, and then as applicable pursuant to clause (b)(iii)(B) or (C) below (the amount of such difference being the "Group I Available Funds Shortfall" with respect to Group I and the "Group II Available Funds Shortfall" with respect to Group II); (B) SECOND, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocation described in clause (b)(ii)(A) above shall be allocated against any Available Funds Shortfall with respect to the other Home Equity Loan Group; (C) THIRD, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A) and (B) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Classes of Class A Certificates; (D) FOURTH, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the unrelated Classes of Class A Certificates; (E) FIFTH, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the application described in clauses (b)(ii)(A), (B), (C) and (D) above shall be used to reduce to zero, through the payment to the Owners of the related Classes of Class A Certificates of a Subordination Increase Amount included in the related Principal Distribution Amount, which shall be paid pursuant to clause (b)(iii)(B) or (C) below, any Subordination Deficiency Amount with respect to the related Home Equity Loan Group as of such Distribution Date; (F) SIXTH, if a Certificate Insurer Default, as defined in clause (a) of the definition thereof has occurred and is continuing, then any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B), (C), (D) and (E) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Classes of Class A Certificates; (G) SEVENTH, any portion of the Total Monthly Excess Cashflow remaining after the application described in clauses (b)(ii)(A), (B), (C), (D), (E) and (F) above shall be used to reduce to zero, through the payment to the Owners of the unrelated Classes of Class A Certificates of a Subordination Increase Amount included in the Principal Distribution Amount for such unrelated Classes pursuant to clauses (b)(iii)(B) or (C) below, any related Subordination Deficiency Amount, as of such Distribution Date; (H) EIGHTH, if a Certificate Insurer Default, as defined in clause (a) of the definition thereof, has occurred and is continuing, then any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B), (C), (D), (E), (F) and (G) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the unrelated Classes of Class A Certificates; (I:) NINTH, any portion of Total Monthly Excess Cashflow with respect to Group II remaining after application of clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G) and (H) above shall be allocated to the Owners of Class A-7 Certificates pursuant to clause (b)(iii)(E) below, to the extent of any Class A-7 Certificateholders' Interest Index Carryovers from prior Distribution Dates; and 1. To (J) TENTH, any Total Monthly Excess Cashflow remaining after the Trusteeapplication described in clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G), (H) and (I) above shall be allocated to the Servicer pursuant to clause (b)(iii)(F) below to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest; (iii) THIRD, following the making by the Trustee of all allocations, transfers and disbursements described in clause (b)(ii) above from amounts (including any related Insured Payment which shall be used only to make the payments set forth in clauses (iii)(A)-(C)) then on deposit in the Certificate Account for the related Home Equity Loan Group (after giving effect to the allocations provided in clause (b)(ii) above from the other Home Equity Loan Group), the Trustee Fee and any Transition Expenses for Group I.shall distribute: 2. Concurrently, (A) to the Owners of each Class of Group I related Class A Certificates, the related Current Interest for each Class Monthly Interest Amount and (including the related proceeds of any related Class Interest Carryover Shortfall for Insured Payments made by the Distribution Date, allocated among each such Class Certificate Insurer in respect of Group I Certificates the related Current Interest) on a pro rata basis based on each Group I such Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates; (B) the Group I Certificates. 3. The remaining Principal Distribution Amount shall be distributed as follows: (I) to the Owners of the Class A-6 Certificates an amount pursuant equal to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest A-6 Lockout Distribution Amount and any related Class Interest Carryover Shortfall for (II) the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group IIremainder as follows: 1. Concurrently(i) FIRST, to the Senior Owners of the Class A-1 Certificates in both until the Class A-1 Certificate GroupsPrincipal Balance is reduced to zero; (ii) SECOND, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant Owners of the Class A-2 Certificates until the Class A-2 Certificate Principal Balance is reduced to clauses A. zero; (iii) THIRD, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Principal Balance is reduced to zero; (iv) FOURTH, to the Owners of the Class A-4 Certificates until the Class A-4 Certificates are reduced to zero; (v) FIFTH, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Principal Balance is reduced to zero; and B. above on (vi) SIXTH, to the applicable Distribution Date, allocated among each such Owners of the Class of Senior A-6 Certificates pro rata based on until the amount that would have been distributed Class A-6 Certificate Principal Balance is reduced to each such Class in the absence of such shortfall.zero;

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.08(d)(i) and 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.08(d)(i) and 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection (a) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect (i) concurrently, to amounts in the Trustee and the Certificate Account received with respect to Group I: 1. To the TrusteeInsurer, the Trustee Fee and any Transition Expenses for the related Home Equity Group I.and provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Classes of Class A Certificates for the Distribution Date to the Certificate Insurer. 2. Concurrently, (ii) to each the related Classes of Class of Group I A Certificates, the related Class Monthly Current Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates for the Distribution Date. (iii) to the related Classes of Class A Certificates, an amount up to the related Class A Principal Distribution Amount in the following order of priority: (a) With respect to the Home Equity Loan Group relating to the Group I Certificates, the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed as follows: (1) to the Certificateholders of the Class A-6 Certificates, an amount equal to the Class A-6 Lockout Distribution Amount until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; and (2) The remainder as follows: first, to the Class A-1 Certificateholders until the Certificate Principal Balance of the Class A-1 Certificates is reduced to zero; second, to the Class A-2 Certificateholders until the Certificate Principal Balance of the Class A-2 Certificates is reduced to zero; third, to the Class A-3 Certificateholders until the Certificate Principal Balance of the Class A-3 Certificates is reduced to zero; fourth, to the Class A-4 Certificateholders until the Certificate Principal Balance of the Class A-4 Certificates is reduced to zero; fifth, to the Class A-5 Certificateholders until the Certificate Principal Balance of the Class A-5 Certificates is reduced to zero; and sixth to the Class A-6 Certificate holders until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; provided, however, during the continuance of a Certificate Insurer Default, if there is a Collateralization Deficit with respect to the Group I Certificates, then the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed pro rata to the Certificateholders of the Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. (b) With respect to amounts in the Certificate Account received with respect Home Equity Loan Group relating to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest A Principal Distribution Amount and any related Class Interest Carryover Shortfall for applicable to the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates.Group 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. (iv) Concurrently, to the Senior Trustee and the Certificate Insurer, any unpaid Trustee Fee and any unpaid Transition Expenses for the unrelated Home Equity Group and provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any unpaid Premium Amount for the unrelated Class or Classes of Class A Certificates in both for the Distribution Date to the Certificate GroupsInsurer. (v) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, the amount of the Available Funds Shortfall with respect to the other Home Equity Loan Group. (vi) To the Certificate Insurer, in the following order of priority, the sum of: (1) Any Reimbursement Amount owed to the Certificate Insurer with respect to the related Classes of Class Monthly Interest A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocations shall follow immediately after clause (vii) below; and (2) Any unpaid Reimbursement Amount owed to the Certificate Insurer with respect to the unrelated Classes of Class A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocations shall follow immediately after clause (viii) below. (vii) To the Classes of Class A Certificates with respect to the related Home Equity Loan Group, an amount up to the Extra Principal Distribution Amount for the related Home Equity Loan Group, until the related Target Overcollateralization Amount is reached, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such Home Equity Loan Group pursuant to clause (iii) above. (viii) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, an amount equal to any Target Deficiency for such Home Equity Loan Group remaining after the distributions above with respect to the unrelated Home Equity Loan Group, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such Home Equity Loan Group pursuant to clause (iii) above. (ix) To the Class X-IO Certificate, the lesser of the Class X-IO Distribution Amount and the Class A-7 Interest Index Carryover, provided that, pursuant to Section 7.04 hereof, on any related Distribution Date as to which there is any unpaid Class A-7 Interest Index Carryover, the Trustee will transfer, from amounts that would otherwise be distributable to the Class X-IO Certificates pursuant to this clause, the amount of any Class A-7 Interest Index Carryover Shortfall into the Supplemental Interest Reserve Fund, for immediate transfer pursuant to this clause to the Class A-7 Certificates as payment of the Class A-7 Interest Index Carryover. (x) To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement, to the extent not paid as Transition Expenses pursuant to clauses A. (i) or (iv) above. (xi) To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and B. above on unreimbursed Compensating Interest. (xii) To the applicable Class X-IO Certificates, an amount equal to the Class X-IO Distribution DateAmount less any amounts thereof applied pursuant to clause (ix) above. (xiii) To the Class R Certificates, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallremainder.

Flow of Funds. (ia) The Grantor Trustee shall deposit in to the Certificate Account Grantor Trust Account, without duplication, upon receipt, with respect to Group Iall payments received under the Swap Agreements, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Current Interest paid on each class of the REMIC Certificates and the Group I Monthly Remittance Principal Distribution Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation paid on each Class of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerREMIC Certificates. (b) On each Distribution Date, the Grantor Trustee will distribute the payments received from the Swap Counterparty under each Swap Agreement to the Holders of the related Class of Floating Rate Certificates, to be applied to the Interest Distribution Amount. (c) On each Distribution Date, the Grantor Trustee shall make the following allocations, disbursements and transfers (based solely from the Current Interest in respect of the immediately preceding REMIC Distribution Date on information provided by the Servicer in writing), from amounts deposited in the each class of REMIC Certificate Account pursuant to subsection (a) in the following order of priority: (i) First, to the Swap Counterparty, any regularly scheduled payment due to the Swap Counterparty under Section 2 of the related Swap Agreement; (ii) Second, to the Holders of the related Class of Floating Rate Certificates, to be applied to the Interest Distribution Amount for such Class of Floating Rate Certificates, and each any amount in excess of the Interest Distribution Amount (after taking into account payments made pursuant to Section 7.03(b) on such allocation, transfer and disbursement Distribution Date) shall be treated as having occurred only after all preceding allocations:applied to the related Interest Carry Forward Amount with respect Floating Rate Certificates. A. With respect to amounts in (d) On each Distribution Date, the Certificate Account Grantor Trustee shall pay 100% of the Principal Distribution Amount received with respect to Group I: 1. To each class of REMIC Certificates to the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class Holders of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Floating Rate Certificates. 3. The (e) Any money remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Grantor Trust Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, will be paid to the Senior Holders of the Floating Rate Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallaccordance with their respective Voting Rights.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group III, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group III, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group III and the Group III Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. D. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. To the Class AV-1 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date. 3. The remaining amount pursuant to clause D. below. C. With respect to amounts in the Certificate Account received with respect to Group III: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group III. 2. Concurrently, to each Class of Group II III Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II III Certificates on a pro rata basis based on each Group II III Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II III Certificates. 3. The remaining amount pursuant to clause C. D. below. C. D. With respect to any remaining amounts in the Certificate Account received with respect to Group I I, Group II and Group II: III: 1. Concurrently, to the Senior Certificates in both all three Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. A., B. and B. C. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall. 2. Sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 and Class B Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 3. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, concurrently as follows: (i) To the Group I Certificates, the Group I Principal Distribution Amount allocated in the following order of priority: (a) To the Class AF-6 Certificates, an amount equal to the Class AF-6 Lockout Distribution Amount; and (b) Sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, and Class AF-6 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. (ii) To the Class AV-1 Certificates, the Group II Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. (iii) To the Group III Certificates, the Group III Principal Distribution Amount, sequentially, to the Class AV-2, Class AV-3 and Class AV-4 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. Notwithstanding anything to the contrary in this Agreement, if on any Distribution Date, the aggregate Certificate Principal Balance of the Subordinate Certificates is equal to zero, then (i) the Group I Principal Distribution Amount shall be distributed to the Group I Certificates, pro rata, based on their respective Certificate Principal Balances and (ii) the Group III Principal Distribution Amount shall be distributed to the Group III Certificates, pro rata, based on their respective Certificate Principal Balances. 4. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 5. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class B Certificates, the Class B Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Offered Certificates, the Subordination Increase Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 3 through 11 of clause D. above. 13. To the Class M-1 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 14. To the Class M-2 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 15. To the Class M-3 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 16. To the Class M-4 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 17. To the Class M-5 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 18. To the Class M-6 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 19. To the Class M-7 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 20. To the Class B Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 21. To the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount, following any reduction thereof on account of distributions on that Distribution Date of amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b) and (b) the WAC Excess. 22. Concurrently (i) to the Group I Certificates, pro rata, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I, (ii) to the Class AV 1 Certificates, the Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II and (iii) to the Group III Certificates, pro rata, the Group III Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group III, in the case of clauses (ii) and (iii) above, to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 23. Sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class B Certificates, in that order, the related Subordinate Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund, in each case to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 24. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A.1, B.1 and C.1 above. 25. To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest. 26. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses D.21 through D.25 above. 27. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to this Section 7.03.

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. ; provided, that the Trustee then shall withdraw from the Certificate Account, any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (iiother than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) The and distribute such amount to the Supplemental Interest Trustee shall for deposit in the Certificate Swap Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee and distribution pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSection 7.12. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) (other than any Prepayment Charges) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I.Expenses. 2. Concurrently, to each Class of Group I Senior Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Senior Certificates on a pro rata basis based on each Group I Senior Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Senior Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. ConcurrentlySequentially, to each the Class of Group II ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 4. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, sequentially, to the Class AV-1, Class AV-2, Class AV-3 and Class AV-4 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero; provided, that notwithstanding anything to the contrary in this Agreement, if on any Distribution Date, the aggregate Certificate Principal Balance of the Subordinate Certificates is equal to zero and the Overcollateralization Amount is equal to zero, then the Principal Distribution Amount shall be distributed to the Senior Certificates, pro rata, based on their respective Certificate Principal Balances. 5. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Class M-8 Certificates, the Class M-8 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 13. To the Class M-9 Certificates, the Class M-9 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 14. To the Class M-10 Certificates, the Class M-10 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 15. To the Offered Certificates, the Subordination Increase Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 4 through 14 above. 16. Sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, in each case, first (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 17. To the Net WAC Cap Carryover Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount and (b) the WAC Excess which amount shall be accounted for as distributed to the Distribution DateClass X-IO Certificates for U.S. federal income tax purposes. 18. Concurrently, allocated among each such Class to the Senior Certificates, the related Net WAC Cap Carryover from and to the extent of Group II Certificates funds on deposit in the Net WAC Cap Carryover Reserve Fund on a pro rata basis based on each Group II Senior Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II CertificatesNet WAC Cap Carryover. 319. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. ConcurrentlySequentially, to the Senior Certificates Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in both Certificate Groupsthat order, the related Class Monthly Net WAC Cap Carryover from and to the extent of funds on deposit in the Net WAC Cap Carryover Reserve Fund. 20. To the Supplemental Interest Amount Trustee, for deposit in the Swap Account, any Swap Termination Payments resulting from a Swap Provider Trigger Event for payment pursuant to Section 7.12(viii). 21. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and any related Class Interest Carryover Shortfall obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A. clause 1 above. 22. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clause 17 above. 23. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and B. above all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the applicable Class X-IO and Class R Certificates pursuant to this Section 7.03. (d) On each Distribution Date, allocated among each such Class the Trustee shall withdraw (subject to the terms of Senior Certificates pro rata Section 10.03(j) hereof, based solely on information provided to it electronically or in writing by the Servicer) an amount that would have been distributed equal to each such Class any Prepayment Charges then on deposit in the absence Certificate Account and shall distribute such amounts to the Class P Certificates. On the first Distribution Date following the expiration of the latest prepayment term with respect to the related Home Equity Loans and if funds are available on such shortfalldate, the Class P Certificates shall be entitled to its outstanding Certificate Principal Balance prior to any distributions pursuant to Section 7.03(b)(22) on such Distribution Date.