Common use of Prepayment Premiums Clause in Contracts

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself by the Trustee on the following Distribution Date as follows: (i) first, the Trustee shall be deemed to distribute to itself, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee shall be deemed to distribute to itself, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class J, Class K, Class L, Class M, Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class J, Class K, Class L, Class M, Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class J, Class K, Class L, Class M, Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before the Distribution Date in July 2008, 85% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 15% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in July 2008, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates. The Trustee shall not be responsible for the Paying Agent's failure to comply with any withholding requirements.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, Certificates (other than the Class A-4FL, Class J, Class K, Class L, Class M, Class N N, Class O and Class O P Certificates) and the Class A-4FL Regular Interest, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates or the Class A-4FL Regular Interest will be distributed to the Holders of the Class X Certificates. On each Distribution Date For so long as the Swap Contract or any portion of replacement Swap Contract is in effect, the Prepayment Premium that is not so distributed allocated to the Holders Class A-4FL Regular Interest shall be payable to the Swap Counterparty pursuant to the terms of such Principal Balance Certificates will the Swap Contract. If the Swap Contract and any replacement Swap Contracts are no longer in effect, any Prepayment Premium allocated to the Class A-4FL Regular Interest shall be distributed to the Holders of the Class X-1 A-4FL Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which whose Prepayment Premium is payable belongs to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class G, Class H, Class J, Class K, Class L, Class M, M and Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. If there is more than one such Class of Principal Balance Certificates entitled to distributions of principal on such Distribution Date, the aggregate amount described in the preceding sentence will be allocated among such Classes on a pro rata basis in accordance with the relative amounts of entitlement to such distributions of principal. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X X-1 Certificates. On each Distribution Date The Trustee shall not be responsible for the Paying Agent's failure to comply with any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificateswithholding requirements.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class J, Class K, Class L, Class M, Class N N, Class O and Class O P Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before the Distribution Date in January 2010, 70% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 30% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in January 2010, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced a Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before February 2008, 85% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 15% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in February 2008, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates. The Trustee shall not be responsible for the Paying Agent's failure to comply with any withholding requirements.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class J, Class K, Class L, Class M, Class N N, Class 143 O and Class O P Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before the Distribution Date in November 2009, 80% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 20% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in November 2009, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class H, Class J, Class K, Class L, Class M, M and Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product lesser of (aA) the amount of the Prepayment Premium, and (B) (i) the amount of the Prepayment Premium multiplied by (ii) a fraction, expressed as a percentage, the numerator of which is the amount distributed as principal equal to the holders excess, if any, of that the Pass-Through Rate applicable to the most senior of such Classes of Certificates then outstanding (or, if more than one of the Classes of Class on that Distribution DateA Certificates are outstanding, the Class with the lowest numerical designation), over the relevant Discount Rate, and the denominator of which is the total amount distributed as principal equal to the holders excess, if any, of all Classes the Mortgage Rate of the Mortgage Loan that prepaid over the relevant Discount Rate. If there is more than one such Class of Principal Balance Certificates entitled to distributions of principal on that such Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount described in the preceding sentence will be allocated among such Classes on a pro rata basis in accordance with the relative amounts of Prepayment Premiums collected during the related Collection Periodentitlement to such distributions of principal. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X X-1 Certificates. On each Distribution Date The Trustee shall not be responsible for the Paying Agent's failure to comply with any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificateswithholding requirements.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced the RSA Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced RSA Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class H, Class J, Class K, Class L, Class M, M and Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before August 2008, 81% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 19% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in August 2008, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates. The Trustee shall not be responsible for the Paying Agent's failure to comply with any withholding requirements.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced the WestShore Plaza Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced WestShore Plaza Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the Kimball Lane Loan REMIC Regular Interest any Prepayment Premiums coxxxxxxx xx xr with respect to the Kimball Lane Loan; (ii) second, the Paying Agent shall be deemed to xxxxxxxxxx to the Trustee, as holder of the REMIC I Regular Interest to which such Majority Mortgage Loan or Kimball Lane Loan REMIC Regular Interest relates, any Prepayment Premiums collected Prxxxxxx xxxxxcted on or with respect to such Majority Mortgage LoanLoan or Kimball Lane Loan REMIC Regular Interest; and (iiiii) secondthird, the Trustee shall Payixx Xxxxx xxxll be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributionsdistributions or the deposit of Kimball Lane Yield Maintenance Amounts into the Kimball Lane Sub-acxxxxx xxxxxxnt to Section 5.2(a)(I)(xi), the Holders of the Holxxxx xx xxx respective Classes of Principal Balance Certificates, other than the Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such ClassClass (or in the case of any Kimball Lane Yield Maintenance Amounts, only to the Holders of the Xxxxx X-0 Xxrtificates), the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums (or Kimball Lane Yield Maintenance Amounts, if applicable) collected during the related duxxxx xxx xxxated Collection Period. Any portion of such Prepayment Premium (or Kimball Lane Yield Maintenance Amounts, if applicable) that is not so distributed xx xxxxxxxxxed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before the Distribution Date in October 2007, 70% of the Prepayment Premium (or Kimball Lane Yield Maintenance Amounts, if applicable) that is not so distributed xx xxxxxxxxxed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.Certificates and 30% of the Prepayment Premium (or Kimball Lane Yield Maintenance Amounts, if applicable) that is not xx xxxxxxxxxed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself by the Trustee on the following Distribution Date as follows: (i) first, the Trustee shall be deemed to distribute to itself, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee shall be deemed to distribute to itself, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class H, Class J, Class K, Class L, Class M, Class N N, Class O and Class O P Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product lesser of (aA) the amount of the Prepayment Premium, and (B) (i) the amount of the Prepayment Premium multiplied by (ii) a fraction, expressed as a percentage, the numerator of which is the amount distributed as principal equal to the holders excess, if any, of that the Pass-Through Rate applicable to the most senior of such Classes of Certificates then outstanding (or, if both Classes of Class on that Distribution DateA Certificates are outstanding, the Class A-1 Certificates), over the relevant Discount Rate, and the denominator of which is the total amount distributed as principal equal to the holders excess, if any, of all Classes the Mortgage Rate of the Mortgage Loan that prepaid over the relevant Discount Rate. If there is more than one such Class of Principal Balance Certificates entitled to distributions of principal on that such Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount described in the preceding sentence will be allocated among such Classes on a pro rata basis in accordance with the relative amounts of Prepayment Premiums collected during the related Collection Periodentitlement to such distributions of principal. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced a Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before July 2005, 87% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 13% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in July 2005, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates. The Trustee shall not be responsible for the Paying Agent's failure to comply with any withholding requirements.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not (A) a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder Holder of the related B Note or the holder Holder of the related Serviced Companion Mortgage Loan, as applicableapplicable or (B) any Extension Term Prepayment Premiums, which shall be distributed to the Holders of the Class P Certificates) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder Holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder Holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, (A) any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 1 during the related Collection Period shall be distributed by the Paying Agent on the Classes of Certificates as follows: to the Holders of the respective Classes of Principal Balance Certificates, Certificates (other than the Class A-1A, Class J, Class K, Class L, Class M, Class N N, Class O and Class O P Certificates), then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders Holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders Holders of all Classes of Certificates (other than the Class A-1A Certificates) on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of all such Prepayment Premiums collected from the Mortgage Loans in Loan Group 1 during the related Collection Period and (B) any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 2 during the related Collection Period shall be distributed by the Paying Agent on the Classes of Certificates as follows: to the Holders of the Class A-1A Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to the product of (a) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (b) the aggregate amount of Prepayment Premiums collected from the Mortgage Loans in Loan Group 2 during the related Collection Period. Any portion of any such Prepayment Premium (from either Loan Group 1 or Loan Group 2) that is not so distributed to the Holders of such Principal Balance Certificates pursuant to clauses (A) or (B) of the preceding sentence will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Any Extension Term Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates Premiums will be distributed to the Holders holders of the Class X-1 P Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, Certificates (other than the Class J, Class K, Class L, Class M, Class N N, Class O, Class P and Class O Q Certificates), then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates (other than the Class LF Certificates) on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder Holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, in respect of any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 1 during the related Collection Period, the Holders of the respective Classes of Principal Balance Certificates, Certificates (other than the Class J, Class K, Class L, Class M, Class N N, Class O, Class P, Class Q and Class O S Certificates), the Class A-4FL Regular Interest and the Class A-MFL Regular Interest, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders Holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders Holders of all such Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class and (c) the aggregate amount of all such Prepayment Premiums collected during the related Collection Period. Following such deemed distributions, in respect of any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 2 during the related Collection Period, the Holders of the Class A-1A Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to the product of (a) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (cb) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment 155 Premium that is not so distributed to the Holders of such Principal Balance Certificates Certificates, the Class A-4FL Regular Interest or the Class A-MFL Regular Interest will be distributed to the Holders of the Class X Certificates. On each Distribution Date For so long as the Class A-4FL Swap Contract and the Class A-MFL Swap Contract, or any portion of replacement Swap Contract, are in effect, the Prepayment Premium that is not so distributed allocated to the Holders Class A-4FL Regular Interest and the Class A-MFL Regular Interest shall be payable to the Swap Counterparty pursuant to the terms of such Principal Balance Certificates will the related Swap Contract. If the Class A-4FL Swap Contract, the Class A-MFL Swap Contract or any replacement Swap Contracts are no longer in effect, any Prepayment Premium allocated to the Class A-4FL Regular Interest or the Class A-MFL Regular Interest shall be distributed to the Holders of Class A-4FL Certificates or the Class X-1 A-MFL Certificates, respectively.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder Holder of the related B Note or the holder Holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder Holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder Holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, Certificates (other than the Class J, Class K, Class L, Class M, Class N N, Class O and Class O P Certificates), then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders Holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders Holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of the Prepayment Premiums collected in respect of such Principal Prepayment during the related Collection Period. Any portion of any such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before the Distribution Date in October 2011, 59% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 41% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in October 2011, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal); and (iii) third, the Paying Agent shall be deemed to distribute to the Trustee, as holder of the REMIC III Regular Interests, any Prepayment Premiums deemed distributed to the REMIC II Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC III Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC III Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class H, Class J, Class K, Class L, Class M, Class N L and Class O M Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product lesser of (aA) the amount of the Prepayment Premium, and (B) (i) the amount of the Prepayment Premium multiplied by (ii) a fraction, expressed as a percentage, the numerator of which is the amount distributed as principal equal to the holders excess, if any, of that the Pass-Through Rate applicable to the most senior of such Classes of Certificates then outstanding (or, if both Classes of Class on that Distribution DateA Certificates are outstanding, the Class A-1 Certificates), over the relevant Discount Rate, and the denominator of which is the total amount distributed as principal equal to the holders excess, if any, of all Classes the Mortgage Rate of the Mortgage Loan that prepaid over the relevant Discount Rate. If there is more than one such Class of Principal Balance Certificates entitled to distributions of principal on that such Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount described in the preceding sentence will be allocated among such Classes on a pro rata basis in accordance with the relative amounts of Prepayment Premiums collected during the related Collection Periodentitlement to such distributions of principal. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date The Trustee shall not be responsible for the Paying Agent's failure to comply with any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificateswithholding requirements.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced the Xxxx Xxxxx Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Xxxx Xxxxx Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before March 2008, 55% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 45% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in March 2008, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates. The Trustee shall not be responsible for the Paying Agent's failure to comply with any withholding requirements.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder Holder of the related B Note or the holder Holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder Holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder Holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, Certificates (other than the Class J, Class K, Class L, Class M, Class N N, Class O and Class O P Certificates), then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders Holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders Holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of the Prepayment Premiums collected in respect of such Principal Prepayment during the related Collection Period. Any portion of any such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class J, Class K, Class L, Class M, Class N N, Class O and Class O P Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before the Distribution Date in February 2008, 70% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 30% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in February 2008, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates. The Trustee shall not be responsible for the Paying Agent's failure to comply with any withholding requirements.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself by the Trustee on the following Distribution Date as follows: (i) first, the Trustee shall be deemed to distribute to itself, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee shall be deemed to distribute to itself, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class J, Class K, Class L, Class M, Class N N, Class O, Class P, Class Q and Class O S Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before the Distribution Date in March 2008, 92% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 8% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in March 2008, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder Holder of the related B Note or the holder Holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder Holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder Holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, (A) any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 1 during the related Collection Period shall be distributed by the Paying Agent on the Classes of Certificates as follows: to the Holders of the respective Classes of Principal Balance Certificates, Certificates (other than the Class A-1A, Class J, Class K, Class L, Class M, Class N N, Class O and Class O P Certificates), then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders Holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders Holders of all Classes of Certificates (other than the Class A-1A Certificates) on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of all such Prepayment Premiums collected from the Mortgage Loans in Loan Group 1 during the related Collection Period and (B) any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 2 during the related Collection Period shall be distributed by the Paying Agent on the Classes of Certificates as follows: to the Holders of the Class A-1A Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to the product of (a) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (b) the aggregate amount of Prepayment Premiums collected from the Mortgage Loans in Loan Group 2 during the related Collection Period. Any portion of any such Prepayment Premium (from either Loan Group 1 or Loan Group 2) that is not so distributed to the Holders of such Principal Balance Certificates pursuant to clauses (A) or (B) of the preceding sentence will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium and Seller Partial Prepayment Premiums collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself by the Trustee on the following Distribution Date as follows: (i) first, the Trustee shall be deemed to distribute to itself, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, Interests any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee shall be deemed to distribute to itself, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II I Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II I Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (aA) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (bB) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (cC) the aggregate amount of Prepayment Premiums and Seller Partial Prepayment Premiums collected during the related Collection Period. If there is more than one such Class of Principal Balance Certificates entitled to distributions of principal on such Distribution Date, the aggregate amount described in the preceding sentence will be allocated among such Classes on a pro rata basis in accordance with the relative amounts of entitlement to such distributions of principal. Any portion of such Prepayment Premium and Seller Partial Prepayment Premium that is are not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date The amount of any portion of the Seller Partial Prepayment Premium that is distributed in respect of any Seller Partial Prepayment Premium Obligation shall be treated as distributed from the Grantor Trust and not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificatesfrom either REMIC Pool.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage LoanNote, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicableNote) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class G, Class H, Class J, Class K, Class L, Class M, M and Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before July 2005, 85% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 15% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in July 2005, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates. The Trustee shall not be responsible for the Paying Agent's failure to comply with any withholding requirements.

Prepayment Premiums. Any (a) Subject to Section 6.11(b) with respect to Prepayment Premiums collected on the Ritz-Xxxxxxx Xxxx Passu Loan, any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, in respect of any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 1 during the related Collection Period, the Holders of the respective Classes of Principal Balance Certificates, Certificates (other than the Class J, Class KA-1A, Class L, Class M, Class N N, Class O, Class P, Class Q and Class O S Certificates), then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders Holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders Holders of all such Classes of Certificates on that Distribution Date, (b) the Base 141 Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of all such Prepayment Premiums collected during the related Collection Period. Following such deemed distributions, in respect of any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 2 during the related Collection Period, the Holders of the Class A-1A Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to the product of (a) a fraction, the numerator of which is the amount distributed as principal to the Holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the Holders of the Class A-1A Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced the Federal Center Plaza Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Federal Center Plaza Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before April 2008, 85% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 15% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in April 2008, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates. The Trustee shall not be responsible for the Paying Agent's failure to comply with any withholding requirements.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself by the Trustee on the following On each Distribution Date as follows: (i) firstDate, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relatesInterests, any Prepayment Premiums collected on or with respect to such the Mortgage Loan; and (ii) secondLoans. On each Distribution Date, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall to be deemed to distribute such Prepayment Premiums distributed to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of such REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed to be allocated among such Classes on a pro rata basis in accordance with the relevant relative amounts of entitlements to such deemed distributions of principal). Following such deemed distributions, Any Prepayment Premium collected with respect to a Mortgage Loan during any particular Collection Period will be distributed to the REMIC Regular Certificates on the following Distribution Date as follows: The Holders of the respective Classes of Principal Balance Certificates, other than the Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product lesser of (aA) the amount of the Prepayment Premium, and (B) (i) the amount of the Prepayment Premium multiplied by (ii) a fraction, expressed as a percentage, the numerator of which is the amount distributed as principal equal to the holders excess, if any, of that the Pass-Through Rate applicable to the most senior of such Classes of Certificates then outstanding (or, if both Classes of Class on that Distribution DateA Certificates are outstanding, the Class A-1 Certificates), over the relevant Discount Rate, and the denominator of which is the total amount distributed as principal equal to the holders excess, if any, of all Classes the Mortgage Rate of the Mortgage Loan that prepaid over the relevant Discount Rate. If there is more than one such Class of Principal Balance Certificates entitled to distributions of principal on that such Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount described in the preceding sentence will be allocated among such Classes on a pro rata basis in accordance with the relative amounts of Prepayment Premiums collected during the related Collection Periodentitlement to such distributions of principal. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date The Trustee shall not be responsible for the Paying Agent's failure to comply with any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificateswithholding requirements.

Prepayment Premiums. Any (a) Subject to Section 6.11(b) with respect to Prepayment Premiums collected on the Millenium Portfolio Mortgage Loan and Section 6.11(c) with respect to Prepayment Premiums collected on the Ritz-Carlton Pari Passu Loan, any Prepayment Premium collected with respect to a Mortgage respxxx xx x Xxxtgage Loan (but not a other than the DCT Industrial Portfolio C Note or 633 17th Street B Note Note) or the DCT Industrial Portfolio Mortgage Loxx (xxx xxx x X Xote or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates(other than the DCT Industrial Portfolio C Note or 633 17th Street B Note) or the DCT Industrial Portfolio Mortgage Loxx xxxxxxx, any Prepayment xxx Xrepayment Premiums collected on or with respect to such Mortgage LoanLoan (other than the DCT Industrial Portfolio C Note or 633 17th Street B Note) or the DCT Industrial Portfolio Mortgage Loxx; and xxx (iixx) secondxxxxnd, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, (x) in respect of any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 1 during the related Collection Period, the Holders of the respective Classes of Principal Balance Certificates, Certificates (other than the Class J, Class KA-1A, Class L, Class M, Class N N, Class O, Class P, Class Q, Class S, Class DP and Class O ST Certificates) and the Class A-4FL Regular Interest, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders Holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders Holders of all such Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of all such 181 Prepayment Premiums collected with respect to the Mortgage Loans (other than the DCT Industrial Portfolio C Note or 633 17th Street B Note) during the related Collection Period and (y) xx xxxxxxx xx xny Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 2 during the related Collection Period, the Holders of the Class A-1A Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to the product of (a) a fraction, the numerator of which is the amount distributed as principal to the Holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the Holders of the Class A-1A Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected with respect to the Mortgage Loans (other than the DCT Industrial Portfolio C Note or 633 17th Street B Note) during the related Collection Period. Any portion of such Prepayment pxxxxxx xx xxxx Xxepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates or the Class A-4FL Regular Interest (other than the Class DP and the Class ST Certificates) will be distributed to the Holders of the Class X Certificates. On each Distribution Date For so long as the Swap Contract or any portion of replacement Swap Contract is in effect, the Prepayment Premium that is not so allocated to the Class A-4FL Regular Interest shall be payable to the Swap Counterparty pursuant to the terms of the Swap Contract. If the Swap Contract and any replacement Swap Contracts are no longer in effect, any Prepayment Premium allocated to the Class A-4FL Regular Interest shall be distributed to the Holders of such Principal Balance Certificates Class A-4FL Certificates. Any Prepayment Premium or Yield Maintenance Charges collected with respect to the DCT Industrial Portfolio C Note during any particular Collection Period will be distributed by the Paying Agent on behalf of the Trustee to the Holders of the Class X-1 CertificatesDP Certificates in the aggregate amount of Prepayment Premiums or Yield Maintenance Charges collected with respect to the DCT Industrial Portfolio C Note during the related Collection Period. Any Prepayment Premium or Yield Maintenance Charges collected with respect to the 633 17th Street B Note during any particular Collection Period will xx xxxxxxxxxxx xy the Paying Agent on behalf of the Trustee to the Holders of the Class ST Certificates then entitled to distributions of principal from the Principal Distribution Amount with respect to the Class ST Certificates for the related Distribution Date, in an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of such Class of Class ST Certificates on that Distribution Date and the denominator of which is the total amount distributed as principal to the holders of all Classes of Class ST Certificates on that Distribution Date and (b) the aggregate amount of Prepayment Premiums or Yield Maintenance Charges collected with respect to the 633 17th Street B Note during the related Collection Period. If thexx xx xxxx xxxx xne such Class of Class ST Certificates entitled to distributions of principal on such Distribution Date, the aggregate amount described in the preceding sentence will be allocated among such Classes on a pro rata basis in accordance with the relative amounts of entitlement to such distribution of principal.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself by the Trustee on the following Distribution Date as follows: (i) first, the Trustee shall be deemed to distribute to itself, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee shall be deemed to distribute to itself, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class H, Class J, Class K, Class L, Class M, Class N N, Class O and Class O P Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product lesser of (aA) the amount of the Prepayment Premium, and (B) (i) the amount of the Prepayment Premium multiplied by (ii) a fraction, expressed as a percentage, the numerator of which is the amount distributed as principal equal to the holders excess, if any, of that the Pass-Through Rate applicable to the most senior of such Classes of Certificates then outstanding (or, if both Classes of Class on that Distribution DateA Certificates are outstanding, the Class A-1 Certificates), over the relevant Discount Rate, and the denominator of which is the total amount distributed as principal equal to the holders excess, if any, of all Classes the Mortgage Rate of the Mortgage Loan that prepaid over the relevant Discount Rate. If there is more than one such Class of Principal Balance Certificates entitled to distributions of principal on that such Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount described in the preceding sentence will be allocated among such Classes on a pro rata basis in accordance with the relative amounts of Prepayment Premiums collected during the related Collection Periodentitlement to such distributions of principal. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage LoanNote, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicableNote) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class G, Class H, Class J, Class K, Class L, Class M, M and Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before April 2005, 87% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 13% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in April 2005, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates. The Trustee shall not be responsible for the Paying Agent's failure to comply with any withholding requirements.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder Holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will shall be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, in respect of any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 1 during the related Collection Period, the Holders of the respective Classes of Principal Balance Certificates, Certificates (other than the Class A-1A, Class A-2FL, Class A-MFL, Class A-JFL, Class J, Class K, Class L, Class M, Class N N, Class O, Class P, Class Q and Class O S Certificates), the Class A-2FL Regular 156 Interest, the Class A-MFL Regular Interest and the Class A-JFL Regular Interest, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will shall be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders Holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders Holders of all such Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of all such Prepayment Premiums collected during the related Collection Period. Following such deemed distributions, in respect of any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 2 during the related Collection Period, the Holders of the Class A-1A Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, shall be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to the product of (a) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (b) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will or the Class A-2FL Regular Interest, the Class A-MFL Regular Interest or the Class A-JFL Regular Interest shall be distributed to the Holders of the Class X Certificates. On each Distribution Date For so long as the Class A-2FL Swap Contract, the Class A-MFL Swap Contract and the Class A-JFL Swap Contract, or any portion of replacement Swap Contract, are in effect, the Prepayment Premium that is not so distributed allocated to the Holders Class A-2FL Regular Interest, the Class A-MFL Regular Interest and the Class A-JFL Regular Interest shall be payable to the Swap Counterparty pursuant to the terms of such Principal Balance Certificates will the related Swap Contract. If the Class A-2FL Swap Contract, the Class A-MFL Swap Contract, the Class A-JFL Swap Contract or any replacement Swap Contract is no longer in effect, any Prepayment Premium allocated to the Class A-2FL Regular Interest, the Class A-MFL Regular Interest or the Class A-JFL Regular Interest shall be distributed to the Holders of Class A-2FL Certificates, the Class X-1 A-MFL Certificates or the Class A-JFL Certificates, respectively.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder Holder of the related B Note or the holder Holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder Holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder Holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, in respect of any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 1 during the related Collection Period, the Holders of the respective Classes of Principal Balance Certificates, Certificates (other than the Class J, Class K, Class L, Class M, Class N N, Class O and Class O P Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.clx

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage LoanNote, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicableNote) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before June 2006, 85% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 15% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in June 2006, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates. The Trustee shall not be responsible for the Paying Agent's failure to comply with any withholding requirements.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class J, Class K, Class L, Class M, Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before the Distribution Date in August 2012, 80% of the such Prepayment Premium that is not so distributed Premiums remaining after those distributions to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 20% of the Prepayment Premiums remaining after those distributions to the Holders of such Principal Balance Certificates will be distributed to the holders of the Class X-2 Certificates. After the Distribution Date in August 2010, any of such Prepayment Premiums remaining after those distributions to the Holders of such Principal Balance Certificates will be distributed to the holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder Holder of the related B Note or the holder Holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder Holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder Holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, (A) any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 1 during the related Collection Period shall be distributed by the Paying Agent on the Classes of Certificates as follows: to the Holders of the respective Classes of Principal Balance Certificates, Certificates (other than the Class A-1A, Class J, Class K, Class L, Class M, Class N N, Class O and Class O P Certificates), then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders Holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders Holders of all Classes of Certificates (other than the Class A-1A Certificates) on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of all such Prepayment Premiums collected from the Mortgage Loans in Loan Group 1 during the related Collection Period and (B) any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 2 during the related Collection Period shall be distributed by the Paying Agent on the Classes of Certificates as follows: to the Holders of the Class A-1A Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to the product of (a) a fraction, the numerator of which is the amount distributed as principal to the Holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the Holders of the Class A-1A Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected from the Mortgage Loans in Loan Group 2 during the related Collection Period. Any portion of any such Prepayment Premium (from either Loan Group 1 or Loan Group 2) that is not so distributed to the Holders of such Principal Balance Certificates pursuant to clauses (A) or (B) of the preceding sentence will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced the WestShore Plaza Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced WestShore Plaza Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the Xxxxxxx Xxxx Loan REMIC Regular Interest any Prepayment Premiums collected on or with respect to the Xxxxxxx Xxxx Loan; (ii) second, the Paying Agent shall be deemed to distribute to the Trustee, as holder of the REMIC I Regular Interest to which such Majority Mortgage Loan or Xxxxxxx Xxxx Loan REMIC Regular Interest relates, any Prepayment Premiums collected on or with respect to such Majority Mortgage LoanLoan or Xxxxxxx Xxxx Loan REMIC Regular Interest; and (iiiii) secondthird, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributionsdistributions or the deposit of Xxxxxxx Xxxx Yield Maintenance Amounts into the Xxxxxxx Xxxx Sub-account pursuant to Section 5.2(a)(I)(xi), the Holders of the respective Classes of Principal Balance Certificates, other than the Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such ClassClass (or in the case of any Xxxxxxx Xxxx Yield Maintenance Amounts, only to the Holders of the Class A-1 Certificates), the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums (or Xxxxxxx Xxxx Yield Maintenance Amounts, if applicable) collected during the related Collection Period. Any portion of such Prepayment Premium (or Xxxxxxx Xxxx Yield Maintenance Amounts, if applicable) that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before the Distribution Date in October 2007, 70% of the Prepayment Premium (or Xxxxxxx Xxxx Yield Maintenance Amounts, if applicable) that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.Certificates and 30% of the Prepayment Premium (or Xxxxxxx Xxxx Yield Maintenance Amounts, if applicable) that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself by the Trustee on the following Distribution Date as follows: (i) first, the Trustee shall be deemed to distribute to itself, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, Interests any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee shall be deemed to distribute to itself, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II I Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II I Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N L and Class O M Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product lesser of (aA) the amount of the Prepayment Premium, and (B) (i) the amount of the Prepayment Premium multiplied by (ii) a fraction, expressed as a percentage, the numerator of which is the amount distributed as principal equal to the holders excess, if any, of that the Pass-Through Rate applicable to the most senior of such Classes of Certificates then outstanding (or, if all Classes of Class on that Distribution DateA Certificates are outstanding, the Class A-1 Certificates), over the relevant Discount Rate, and the denominator of which is the total amount distributed as principal equal to the holders excess, if any, of all Classes the Mortgage Rate of the Mortgage Loan that prepaid over the relevant Discount Rate. If there is more than one such Class of Principal Balance Certificates entitled to distributions of principal on that such Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount described in the preceding sentence will be allocated among such Classes on a pro rata basis in accordance with the relative amounts of Prepayment Premiums collected during the related Collection Periodentitlement to such distributions of principal. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, other than the Class J, Class K, Class L, Class M, Class N N, Class O and Class O P Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before the Distribution Date in May 2009, 70% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 30% of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-2 Certificates. After the Distribution Date in May 2009, any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates. The Trustee shall not be responsible for the Paying Agent's failure to comply with any withholding requirements.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself by the Trustee on the following On each Distribution Date as follows: (i) firstDate, the Trustee shall be deemed to distribute to itself, as holder of the REMIC I Regular Interest to which such Mortgage Loan relatesInterests, any Prepayment Premiums collected on or with respect to such the Mortgage Loan; and (ii) secondLoans. On each Distribution Date, the Trustee shall be deemed to distribute to itself, as holder of the REMIC II Regular Interests, any Prepayment Prepayments Premiums deemed distributed to the REMIC I Regular Interests, and shall to be deemed to distribute such Prepayment Premiums distributed to the REMIC II Regular 92 100 Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of such REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed to be allocated among such Classes on a pro rata basis in accordance with the relevant relative amounts of entitlements to such deemed distributions of principal). Following such deemed distributions, Any Prepayment Premium collected with respect to a Mortgage Loan during any particular Collection Period will be distributed to the REMIC Regular Certificates on the following Distribution Date as follows: The Holders of the respective Classes of Principal Balance Certificates, other than the Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N K and Class O L Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (ax) the lesser of (A) the amount of the Prepayment Premium, and (B) (i) the amount of the Prepayment Premium multiplied by (ii) a fraction, expressed as a percentage, the numerator of which is equal to the excess, if any, of the Pass-Through Rate applicable to the most senior of such Classes of Certificates then outstanding (or, if both Classes of Class A Certificates are outstanding, the Class A-1 Certificates), over the relevant Discount Rate, and the denominator of which is equal to the excess, if any, of the Mortgage Rate of the Mortgage Loan that prepaid over the relevant Discount Rate and (y) a fraction, expressed as a percentage, the numerator of which is the amount distributed as of the distribution of principal made to the holders of that such Class on that such Distribution Date, Date and the denominator of which is the total amount distributed as principal equal to the holders aggregate distributions of principal made to all Classes of Principal Balance Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Periodsuch Distribution. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, in respect of any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 1 during the related Collection Period, the Holders of the respective Classes of Principal Balance Certificates, other than the Class J, Class KA-1A, Class L, Class M, Class N N, Class O, Class P, Class Q and Class O S Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Principal Balance Certificates, other than the Class A-1A, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates, on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Following such deemed distributions, in respect of any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 2 during the related Collection Period, the Holders of the Class A-1A Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of the Class A-1A Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each any Distribution Date any portion on or before the Distribution Date in August 2010, 80% of the such Prepayment Premium that is not so distributed Premiums remaining after those distributions to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates and 20% of the Prepayment Premiums remaining after those distributions to the Holders of such Principal Balance Certificates will be distributed to the holders of the Class X-2 Certificates. After the Distribution Date in August 2010, any of such Prepayment Premiums remaining after those distributions to the Holders of such Principal Balance Certificates will be distributed to the holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan (provided that, with respect to the Monmouth Mall Mortgage Loan, any Prepayment Premiums shall be deemed distributed solely on the REMIC I Pooled Regular Interest); and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest (other than the REMIC II Regular Interest MMA-NA and the REMIC II Regular Interest MMB-NA) then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, the Holders of the respective Classes of Principal Balance Certificates, Certificates (other than the Class J, Class K, Class L, Class M, Class N N, Class O and Class O P Certificates), then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders of all Classes of Certificates (other than the Class MM-NA Certificates) on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.

Prepayment Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a B Note or Serviced Companion Mortgage Loan, which Prepayment Premium is payable to the holder of the related B Note or the holder of the related Serviced Companion Mortgage Loan, as applicable) during any particular Collection Period will be deemed distributed to itself the Trustee by the Trustee Paying Agent on the following Distribution Date as follows: (i) first, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment Premiums collected on or with respect to such Mortgage Loan; and (ii) second, the Trustee Paying Agent shall be deemed to distribute to itselfthe Trustee, as holder of the REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest then entitled to distributions of principal from the Principal Distribution Amount (or, if more than one Class of REMIC II Regular Interests is then entitled to distributions of principal from the Principal Distribution Amount, such Prepayment Premiums shall be deemed distributed among such Classes pro rata in accordance with the relevant amounts of entitlements to distributions of principal). Following such deemed distributions, in respect of any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 1 during the related Collection Period, the Holders of the respective Classes of Principal Balance Certificates, Certificates (other than the Class J, Class KA-1A, Class L, Class M, Class N N, Class O, Class P, Class Q and Class O S Certificates), then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to, in the case of each such Class, the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders Holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the holders Holders of all such Classes of Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of all such Prepayment Premiums collected during the related Collection Period. Following such deemed distributions, in respect of any Prepayment Premiums collected in respect of each Mortgage Loan included in Loan Group 2 during the related Collection Period, the Holders of the Class A-1A Certificates, then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date, will be entitled to, and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount equal to the product of (a) a fraction, the numerator of which is the amount distributed as principal to the Holders of that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the Holders of the Class A-1A Certificates on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that Class of Certificates and (c) the aggregate amount of Prepayment Premiums collected during the related Collection Period. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X Certificates. On each Distribution Date any portion of the Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-1 Certificates.