Common use of Distributions from the Distribution Account Clause in Contracts

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on the Class A-1 Certificates, in each caseand then to the Class A-IO Certificates, the Interest Distribution Amount for such Class on such datedate and any accrued but unpaid Interest Shortfalls for such date and Class; (ii) to the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective its Class Principal Amounts have Amount has been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to To the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount shall be distributed to the remaining Senior Certificates (other than Certificates, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls on a pro rata basis in accordance with their respective any such amounts due, and second, to pay principal to the Class Principal AmountsA-1 Certificates. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (h) and (ci), on each Distribution Date, the Available Distribution AmountAmount for the related Mortgage Pool (in the case of the Senior Certificates) and for the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates), to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) From the Available Distribution Amount for Pool 1, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on the Class 1-A1 Certificates, in and then to the Class 1-AX Certificates, the Interest Distribution Amount for each case, for such Class on such datedate and any accrued but unpaid Interest Shortfalls for such date and each such Class; (ii) From the Available Distribution Amount for Pool 1 remaining after application of priority (i) above, to the Class A-1 and Class A-2 1-A1 Certificates, pro rata in accordance with their respective Class Principal Amounts, the related Senior Principal Distribution Amount, until their respective its Class Principal Amounts have Amount has been reduced to zero; (iii) From the Available Distribution Amount for Pool 2, to the payment of the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls on the Class 2-A1 Certificates, and then to the Class 2-AX Certificates, the Interest Distribution Amount for each such Class on such date and any accrued but unpaid Interest Shortfalls for such date and each such Class; (iv) From the Available Distribution Amount for Pool 2 remaining after application of priority (iii) above, to the Class 2-A1 Certificates, the related Senior Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) From the remaining Available Distribution Amount for Pool 1 and Pool 2 in the aggregate remaining after application of priorities, (i), (ii), (iii) and (iv) above, in the following order of priority: (1) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv2) to the Class B-1 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero; (v3) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi4) to the Class B-2 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero; (vii5) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii6) to the Class B-3 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero; (ix7) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) 8) to the Class B-4 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero; (xi9) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii10) to the Class B-5 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero; and (xiiivi) to To the Class LT-R Certificates Certificate and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On Notwithstanding the priority of distributions set forth in Section 5.02(a), on each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount shall for Pool 1 and Pool 2 will be combined and distributed to the Senior Certificates (other than remaining Classes of Pool 1 and Pool 2 Certificates, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, concurrently on a pro rata in accordance with their respective basis (based on the amount of Current Interest payable to each such Class); second, to pay principal on a pro rata basis (based on the Class Principal AmountsAmount of each such Class); and third, to the Class R and Class LT-R Certificates, any remaining Available Distribution Amount from Pool 1 and Pool 2 (in the aggregate) allocated as provided in Section 5.02(d). (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(g) and (c5.02(h), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A Certificates and the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Trustee from funds in the Distribution Account 59 and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls with respect to each class of Senior Certificates (other than the Class X Certificates) and the Components, with, subject to the proviso set forth below, (x) all amounts payable in respect of Component XB1, Component XB2 and Component XB3 being payable to the Class X-B Certificates and (y) all amounts payable in respect of the X-A1 Component and X-A2 Component being payable to the Class X-A Certificates; provided, however, that on each caseDistribution Date, amounts that would otherwise be payable to the Class X-A or Class X-B Certificates under this clause (a)(i) will (A) in the case of amounts otherwise payable to the Class X-A Certificates in respect of the X-A1 Component, be paid to the Class A-1 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-1 Certificates as of such Distribution Date, (B) in the case of amounts otherwise payable to the Class on X-A Certificates in respect of the X-A2 Component, be paid to the Class A-2 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-2 Certificates as of such dateDistribution Date, and (C) in the case of amounts otherwise payable to the Class X-B Certificates, be paid to the Class B-1, Class B-2 and Class B-3 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class B-1, Class B-2 and Class B-3 Certificates, respectively, as of such Distribution Date; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) to the Class A-1 A-R Certificate and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution AmountAmount for Pool 1, sequentially, until their respective Class Principal Amounts have been reduced to zero;; and (B) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount thereof have been reduced to zero. (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 B-1, Class B-2 and Class B-3 Certificates, sequentially, in that order, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 B-1, Class B-2 and Class B-3 Certificates, sequentially, in that order, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iv) in the following order of priority: (A) to the Class B-2 B-4 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date; (viB) to the Class B-2 B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (viiC) to the Class B-3 B-5 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date; (viiiD) to the Class B-3 B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixE) to the Class B-4 B-6 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date;; and (xF) to the Class B-4 B-6 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xivi) to To the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LTA-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). Amounts that would have been distributed in respect of the Class X-A and Class X-B Certificates, but for the proviso set forth in clause (a)(i) above shall be treated as having been distributed to the Class X-A Certificates (in respect of the X-A1 Component, in the case of payments to the Class A-1 Certificates, and the X-A2 Component, in the case of payments to the Class A-2 Certificates) and the Class X-B Certificates, as the case may be, for purposes of determining subsequent Interest Shortfalls with respect to the Class X-B Certificates and the Components of the Class X-A Certificates. (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be distributed to the Senior remaining Classes of Certificates of the related Certificate Group (and to the related Components of the Class X-A Certificates) on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; provided, however, that on each Distribution Date with respect to the Class A-1 or Class A-2 Certificates (other than as applicable) (i) the Interestamount of the Interest Distribution Amount that would otherwise be payable to the X-Only A1 Component will be paid to the Class A-1 Certificates to the extent of any Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls for the Class A-1 Certificates, and (ii) pro rata the amount of the Interest Distribution Amount that would otherwise be payable to the X-A2 Component will be paid to the Class A-2 Certificates to the extent of any Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls for the Class A-2 Certificates, second, to pay the Senior Principal Distribution Amount for such Mortgage Pool; and third, to the Class A-R Certificate, any remaining Available Distribution Amount from such Mortgage Pool. Amounts that would have been distributed in accordance respect of the X-A1 Component or X-A2 Component but for the proviso set forth in this Section 5.02(b) shall be treated as having been distributed to such Components for purposes of determining subsequent Interest Shortfalls with their respective Class Principal Amountsrespect to such Components. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(iv) and Section 5.02(a)(v) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(iv) and Section 5.02(a)(v) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(vi) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in this Section 5.02, each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group, the X-A1 Component shall be related to Pool 1 and the X-A2 Component shall be related to Pool 2. (f) For purposes of distributions of interest in paragraph (a) of this Section 5.02(a) 5.02 such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fg) Amounts distributed to Notwithstanding the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect priority of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC distributions set forth in paragraph (a) of this Section 5.02, if on any Distribution Date prior to the Preliminary StatementCredit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero, then that portion of the Available Distribution Amount for such Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates on a pro rata basis in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed sequentially thereto in such order. (gh) On each If, on any Distribution Date Date, any Certificate Group would constitute an Undercollateralized Group and the other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group to the extent remaining following distributions of funds available interest and principal to the related Senior Certificates of that Certificate Group and to the Components of the Class X-A Certificates, if any, related to the Overcollateralized Group, shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group to the Senior Certificates related to the Undercollateralized Group and to the Components of the Class X-A Certificates related to the Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee same order and shall withdraw amounts equal to the Trustee Fee and shall pay priority as such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) Certificates would receive other distributions of the definition of “Available Distribution Amountprincipal.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(h) and (ci), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Senior Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds on deposit in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in Shortfalls for each case, for such Class on such dateof Senior Certificates; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (a) to the Class A-R, Class 1-A-1 and Class 1-A-2 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution AmountAmount for Pool 1, sequentially, in the following order of priority: (i) to the Class A-R Certificates, until its Class Principal Amount has been reduced to zero; and (ii) concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates, pro rata, until their respective Class Principal Amounts have been reduced to zero; (iiib) concurrently, to the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, pro rata, the Senior Principal Distribution Amount for Pool 2, until their respective Class Principal Amounts have been reduced to zero; (c) to the Class B-1 3-A-1 Certificates, the Interest Senior Principal Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution AmountPool 3, until its Class Principal Amount has been reduced to zero; (vd) to the Class B-2 4-A-1, Class 4-A-2, Class 4-A-3, Class 4-A-4 and Class 4-A-5 Certificates, the Interest Senior Principal Distribution Amount and any accrued but unpaid Interest Shortfallsfor Pool 4, in each caseconcurrently, for such Class on such date;as follows: (vii) 14.8071699278% to the Class B-2 4-A-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiiiii) 85.1928300722%, sequentially, as follows: (A) concurrently, to the Class 4-A-2 and Class 4-A-3 Certificates, pro rata, until their respective Class Principal Amounts have been reduced to zero; and (B) concurrently, to the Class 4-A-4 and Class 4-A-5 Certificates, pro rata, until their respective Class Principal Amounts have been reduced to zero; and (e) to the Class LT5-R Certificates and A-1 Certificates, the Senior Principal Distribution Amount for Pool 5, until its Class Principal Amount has been reduced to zero; (iii) To the Subordinate Certificates, as follows: (A) to the Class B-1 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (B) to the Class B-1 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (C) to the Class B-2 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (D) to the Class B-2 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (E) to the Class B-3 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (F) to the Class B-3 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (G) to the Class B-4 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (H) to the Class B-4 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (I) to the Class B-5 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (J) to the Class B-5 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (K) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (L) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (iv) To the Class A-R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d)from the Mortgage Pools. (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be combined and distributed to the Senior Certificates (other than the Interest-Only remaining Classes of Certificates) , on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, in accordance with reduction of the Certificate Principal Amounts of such Certificates, pro rata (on the basis of their respective Class Principal Amounts), until such Certificate Principal Amounts have been reduced to zero; and third, to the Class A-R Certificate, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(iii) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(iii) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(iv) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in Section 5.02(a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) [Reserved]. (g) For purposes of distributions of interest in pursuant to Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fh) Amounts distributed Notwithstanding the priority of distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Credit Support Depletion Date (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates (other than relating to one of the Mortgage Pools have been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the Class LT-R CertificatePrincipal Amounts thereof. (i) If, on any Distribution Date, any Certificate Group would constitute an Undercollateralized Group and any other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for such Overcollateralized Group, to the extent remaining following distributions of interest and principal to the related Senior Certificates of that Certificate Group, shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for such Undercollateralized Group to the Senior Certificates related to that Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal. If more than one Undercollateralized Group exists on any Distribution Date, the sum of the Interest Transfer Amounts and the Principal Transfer Amounts shall be allocated among such Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Principal Amount of the related Senior Certificates immediately prior to such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans in that Undercollateralized Group. If more than one Overcollateralized Group exists on any Distribution Date, reductions in the Available Distribution Amount for such Overcollateralized Groups to make the payments required to be made pursuant to this Section 5.02(i) on such Distribution Date shall be deemed to have first been distributed from made pro rata, on the Lower Tier REMIC to the Upper Tier REMIC in respect basis of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) Class Principal Amount of the definition of “Available Distribution Amountrelated Senior Certificates.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on the Class A-1 Certificates, in each caseand then to the Class A-IO Certificates, the Interest Distribution Amount for such Class on such datedate and any accrued but unpaid Interest Shortfalls for such date and Class; (ii) to the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective its Class Principal Amounts have Amount has been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to To the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount shall be distributed to the remaining Senior Certificates (other than Certificates, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls on a pro rata basis in accordance with their respective any such amounts due, and second, to pay principal to the Class Principal AmountsA-1 Certificates. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee Fee[ and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee]. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 and Class A-2 Certificates, the Senior Principal Distribution Amount, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, Amounts until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the InterestClass A-Only IO1, Class A-IO2 and Class A-IO3 Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the TrusteeFee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 and Class A-2 A Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts[Reserved]. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (c), (d) and (ch), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority, subject to the provisions regarding Exchangeable Certificates described below: (i) to the Senior Class A-[ ], Class A-[ ], Class A-[ ], Class A-IO[ ], Class A-IO[ ] and Class A-IO Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) the Senior Principal Distribution Amount will be distributed, concurrently, as follows: (A) [to the Class A-1 A-[ ] and Class A-2 A-[ ] Certificates, pro rata in accordance with their respective Class Principal Amounts, the such Senior Principal Distribution Amount, multiplied by a fraction, the numerator of which is equal to the aggregate Class Principal Amount of the Class A-[ ] and Class A-[ ] Certificates immediately prior to such Distribution Date, and the denominator of which is equal to the aggregate Class Principal Amount of the Class A-[ ], Class A-[ ] and Class A-[ ] Certificates immediately prior to such Distribution Date, sequentially, first, to the Class A-[ ] Certificates, until the Class Principal Amount of the Class A-[ ] Certificates has been reduced to zero, and then to the Class A-[ ] Certificates, until the Class Principal Amount of the Class A-[ ] Certificates has been reduced to zero; provided, however, that on or after the Credit Support Depletion Date, such amount will be allocated pro rata, based on Class Principal Amount to the Class A-[ ] and Class A-[ ] Certificates until their respective Class Principal Amounts have been reduced to zero;; and (B) to the Class A-[ ] Certificates, such Senior Principal Distribution Amount, multiplied by a fraction, the numerator of which is equal to the Class Principal Amount of the Class A-[ ] Certificates immediately prior to such Distribution Date, and the denominator of which is equal to the aggregate Class Principal Amount of the Class A-[ ], Class A-[ ] and Class A-[ ] Certificates immediately prior to such Distribution Date, until the Class Principal Amount of the Class A-[ ] Certificates has been reduced to zero; and (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class R and Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). In the event that Initial Exchangeable Certificates have been exchanged for the related Exchangeable Certificates in any of the exchange combinations described in Exhibit Q, the Exchangeable Certificates received in such an exchange will be entitled to a proportionate share of the interest and/or principal payments, as applicable, otherwise allocable to the Classes of Initial Exchangeable Certificates so exchanged. (b) On each Notwithstanding the above, on any Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall will be distributed to the Senior Certificates (other than the Interest-Only only Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority of allocation set forth in Section 5.02(a), on each Distribution Date when a Sequential Trigger Event is in effect, the Available Distribution Amount will be distributed as follows: (i) to the Class A-[ ], Class A-[ ], Class A-[ ], Class A-IO[ ], Class A-IO[ ] and Class A-IO Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; (ii) to each Class of Subordinate Certificates, sequentially, in order of their payment priority pursuant to Section 5.02(a), such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; (iii) to the Class A-[ ], Class A-[ ], Class A-[ ] Certificates, pro rata, any remaining Available Distribution Amount until the Class Principal Balance of each of such Classes of Certificates has been reduced to zero; and (iv) to each Class of Subordinate Certificates, sequentially, in order of their payment priority pursuant to Section 5.02(a), any remaining Available Distribution Amount, until the applicable Class Principal Amount has been reduced to zero. (d) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (de) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (ef) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fg) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Lower-Tier REMIC to the Upper Upper-Tier REMIC in respect of the Lower Lower-Tier REMIC regular interests Interests other than the LT-R Interest in accord with the distribution provisions for the Lower Lower-Tier REMIC set forth in the Preliminary Statement and then from the Upper-Tier REMIC to the Holders of the Certificated Upper-Tier Interests or to the Exchangeable Subtrust in accordance with the distribution provisions for the Upper-Tier REMIC set forth in the Preliminary Statement. (gh) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and the Custodian Fee and shall pay such amounts to the TrusteeTrustee and the Custodian, respectively. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount” and amounts payable to the Asset Representations Reviewer pursuant to Section 6.12(d).”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 and Class A-2 Senior Certificates (other than the Interest-Only Certificates, pro rata in accordance with their respective Class Principal Amounts), the Senior Principal Distribution Amount, until their respective concurrently as follows: (A) to the Class A-1 Certificates, its pro rata portion of the Senior Principal Distribution Amount based upon its Class Principal Amount and the Class Principal Amounts have of the Class A-1, Class A-2 and Class A-3 Certificates, until the Class Principal Amount of the Class A-1 Certificates has been reduced to zero; and (B) to the Class A-2 and Class A-3 Certificates, the remaining portion of the Senior Principal Distribution Amount, allocated sequentially to the Class A-2 Certificates until the Class Principal Amount of the Class A-2 Certificates has been reduced to zero and then to the Class A-3 Certificates until the Class Principal Amount of the Class A-3 Certificates has been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Class A-1, Class A-2 and Class A-3 Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 and Class A-2 A Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective its Class Principal Amounts have Amount has been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts[Reserved]. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s ’ Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 A-1, Class A-2 and Class A-2 A-3 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, concurrently as follows: (A) to the Class A-1 Certificates, a pro rata portion of the Senior Principal Distribution Amount based upon the aggregate of the Class Principal Amounts of the Class A-1, Class A-2 and Class A-3 Certificates, until its Class Principal Amount has been reduced to zero; and (B) to the Class A-2 and Class A-3 Certificates, the remaining portion of the Senior Principal Distribution Amount after the allocation to the Class A-1 Certificates pursuant to subclause (A), sequentially in that order, until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the InterestClass A-Only IO Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 A-1, Class A-2 and Class A-2 A-3 Certificates, the Senior Principal Distribution Amount, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, Amounts until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the InterestClass A-Only IO1, Class A-IO2 and Class A-IO3 Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the TrusteeFee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 and Class A-2 A Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective its Class Principal Amounts have Amount has been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts[Reserved.]. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the TrusteeFee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s ’ Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 A-1, Class A-2 and Class A-2 A-3 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, concurrently as follows: (A) to the Class A-1 Certificates, a pro rata portion of the Senior Principal Distribution Amount based upon the aggregate of the Class Principal Amounts of the Class A-1, Class A-2 and Class A-3 Certificates, until its Class Principal Amount has been reduced to zero; and (B) to the Class A-2 and Class A-3 Certificates, the remaining portion of the Senior Principal Distribution Amount after the allocation to the Class A-1 Certificates pursuant to subclause (A), sequentially in that order, until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the InterestClass A-Only IO Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the TrusteeFee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Senior Certificates (other than the Interest-Only Certificates), the Senior Principal Distribution Amount, concurrently as follows: (A) to the Class A-1 and Class A-2 Certificates, a pro rata in accordance with portion of the Senior Principal Distribution Amount based upon the aggregate Class Principal Amount of such classes relative to the aggregate Class Principal Amount of the Senior Certificates, allocated pro rata to the Class A-1 and Class A-2 Certificates based upon their respective Class Principal Amounts, until their Class Principal Amounts have been reduced to zero; and (B) to the Class A-3 and Class A-4 Certificates, the remaining portion of the Senior Principal Distribution Amount, allocated sequentially to the Class A-3 Certificates, until their respective Class Principal Amounts have Amount has been reduced to zero and then to the Class A-4 Certificates, until their Class Principal Amount has been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on On each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall the Available Distribution Amount for such date will be withdrawn by applied to distributions on the Paying Agent from funds Certificates in the following order of priority: (1) to the Class A-6, Class A-9, Class A-11, Class A-X-1, Class A-X-5, Class A-X-6 and Class A-X-7 Certificates, pro rata, based on their respective Interest Distribution Account Amounts, each such Class’ Interest Distribution Amount and allocated among any accrued but unpaid Interest Distribution Shortfalls; (2) from the Classes Available Distribution Amount remaining after application of priority (1) above, the Senior Principal Distribution Amount will be distributed, concurrently, on a pro rata basis, based upon the applicable Certificate Principal Amount of the related Certificates: (i) to the Class A-9 and Class A-11 Certificates in the aggregate, and Subordinate to the Class A-6 Certificates, concurrently, on a pro rata basis based upon the applicable Certificate Principal Amount for each such Class: (A) sequentially, to the Class A-9 and Class A-11 Certificates, in that order, an amount up to the Senior Principal Distribution Amount, multiplied by a fraction, the numerator of which is equal to the aggregate Certificate Principal Amount of the Class A-9 and Class A-11 Certificates immediately prior to such Distribution Date, and the denominator of which is equal to the aggregate Certificate Principal Amount of the Class A-6, Class A-9 and Class A-11 Certificates immediately prior to such Distribution Date, in each case until the Certificate Principal Amount of each such Class has been reduced to zero; and (B) to the Class A-6 Certificates, an amount up to the Senior Principal Distribution Amount, multiplied by a fraction, the numerator of which is equal to the Certificate Principal Amount of the Class A-6 Certificates immediately prior to such Distribution Date, and the denominator of which is equal to the aggregate Certificate Principal Amount of the Class A-6, Class A-9 and Class A-11 Certificates immediately prior to such Distribution Date, until the Certificate Principal Amount of such Class has been reduced to zero; (3) from the Available Distribution Amount remaining after application of priorities (1) and (2) above, in the following order of priority: (i) to the Senior Class B-1 Certificates, pro rata, such Class’s the Interest Distribution Amount for such date and Class and any accrued but unpaid Interest Shortfalls, in each case, Distribution Shortfalls for such Class on such datedate and Class; (ii) to the Class A-1 and Class A-2 B-1 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior aggregate Subordinate Principal Distribution AmountAmount payable to such Class for such date, until their respective Class its Certificate Principal Amounts have Amount has been reduced to zero; (iii) to the Class B-1 B-2 Certificates, the Interest Distribution Amount for such date and Class and any accrued but unpaid Interest Shortfalls, in each case, Distribution Shortfalls for such Class on such datedate and Class; (iv) to the Class B-1 B-2 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount payable to such Class for such date, until its Class Certificate Principal Amount has been reduced to zero; (v) to the Class B-2 B-3 Certificates, the Interest Distribution Amount for such date and Class and any accrued but unpaid Interest Shortfalls, in each case, Distribution Shortfalls for such Class on such datedate and Class; (vi) to the Class B-2 B-3 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount payable to such Class for such date, until its Class Certificate Principal Amount has been reduced to zero; (vii) to the Class B-3 B-4 Certificates, the Interest Distribution Amount for such date and Class and any accrued but unpaid Interest Shortfalls, in each case, Distribution Shortfalls for such Class on such datedate and Class; (viii) to the Class B-3 B-4 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount payable to such Class for such date, until its Class Certificate Principal Amount has been reduced to zero; (ix) to the Class B-4 B-5 Certificates, the Interest Distribution Amount for such date and Class and any accrued but unpaid Interest Shortfalls, in each case, Distribution Shortfalls for such Class on such datedate and Class; (x) to the Class B-4 B-5 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount payable to such Class for such date, until its Class Certificate Principal Amount has been reduced to zero;; and (xi) to the Class B-5 B-6 Certificates, the Interest Distribution Amount for such date and Class and any accrued but unpaid Interest Shortfalls, in each case, Distribution Shortfalls for such Class on such datedate and Class; (xii) to the Class B-5 B-6 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount payable to such Class for such date, until its Class Certificate Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates the amount specified in Section 5.07(a); and thereafter any remaining amounts to the Class R Certificates; provided, however, that neither the Class LT-R nor Class R Certificates shall receive any amount if any Class of Certificates has been allocated, and not fully reimbursed for, any remaining amount Realized Losses or Certificate Writedown Amounts. For the avoidance of doubt, if any amounts would have been available to allocate to the Available Distribution Amount Class LT-R or Class R Certificates pursuant to this clause (xi) and any Class of Certificates has not been fully reimbursed for a Realized Loss or Certificate Writedown Amount, then such amounts shall be allocated and distributed in the same manner as provided in Subsequent Recoveries are allocated and distributed pursuant to Section 5.02(d5.03(c) and this Section 5.02(a). (b) . On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall will be distributed to the Senior Certificates (other than the Interest-Only Class A-6, Class A-9 and Class A-11 Certificates) , concurrently, on a pro rata basis, in accordance with their respective Class Certificate Principal Amounts, until the aggregate Certificate Principal Amount thereof has been reduced to zero. In the event that Initial Exchangeable Certificates or Exchangeable Certificates have been exchanged for the related Exchangeable Certificates or Initial Exchangeable Certificates in one of the exchange combinations described in Exhibit J, the Exchangeable Certificates or Initial Exchangeable Certificates received in such an exchange will be entitled to a proportionate share of the interest and/or principal payments, as applicable, otherwise allocable to the Classes of Initial Exchangeable Certificates or Exchangeable Certificates so exchanged, in accordance with their respective Interest Distribution Amounts and Certificate Principal Amounts. In addition, Realized Losses and Certificate Writedown Amounts will be allocated as described in Section 5.03 below. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (gb) On each Distribution Date Date, to the extent of funds available in the Distribution AccountAccount prior to making the Certificateholder payments described herein, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to (i) the Trustee Fee and shall pay such amounts to the TrusteeTrustee and (ii) the Master Servicing Fee less any Prepayment Interest Shortfalls required to be paid by the Master Servicer for such Distribution Date and pay such amounts to the Master Servicer. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amountpay any Extraordinary Trust Expenses then due and payable.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on the Class A-1 Certificates, in each caseand then to the Class A-IO Certificates, the Interest Distribution Amount for such Class on such datedate and any accrued but unpaid Interest Shortfalls for such date and Class; (ii) to the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective its Class Principal Amounts have Amount has been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to To the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount shall be distributed to the remaining Senior Certificates (other than Certificates, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls on a pro rata basis in accordance with their respective any such amounts due, and second, to pay principal to the Class Principal AmountsA-1 Certificates. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the TrusteeFee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 and Class A-2 Certificates, the Senior Principal Distribution Amount, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, Amounts until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the InterestClass A-Only IO1 and Class A-IO2 Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the TrusteeFee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Senior Certificates (other than the Interest-Only Certificates), the Senior Principal Distribution Amount, concurrently as follows: (A) to the Class A-1 and Class A-2 Certificates, a pro rata in accordance with portion of the Senior Principal Distribution Amount based upon the aggregate Class Principal Amount of such classes relative to the aggregate Class Principal Amount of the Senior Certificates, allocated pro rata to the Class A-1 and Class A-2 Certificates based upon their respective Class Principal Amounts, until their Class Principal Amounts have been reduced to zero; and (B) to the Class A-3 and Class A-4 Certificates, the remaining portion of the Senior Principal Distribution Amount, allocated sequentially to the Class A-3 Certificates, until their respective Class Principal Amounts have Amount has been reduced to zero and then to the Class A-4 Certificates, until their Class Principal Amount has been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 and Class A-2 A Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts[Reserved]. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(g) and (c5.02(h), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A Certificates and the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Trustee from funds in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls with respect to each class of Senior Certificates (other than the Class X Certificates) and the Components, with, subject to the proviso set forth below, (x) all amounts payable in respect of X-B1 Component, X-B2 Component and X-B3 Component being payable to the Class X-B Certificates and (y) all amounts payable in respect of the X-A1 and X-A2 Component being payable to the Class X-A Certificates; provided, however, that on each caseDistribution Date, amounts that would otherwise be payable to the Class X-A or Class X-B Certificates under this clause (a)(i) will (A) in the case of amounts otherwise payable to the Class X-A Certificates in respect of the X-A1 Component, be paid to the Class A-1 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-1 Certificates as of such Distribution Date, (B) in the case of amounts otherwise payable to the Class on X-A Certificates in respect of the X-A2 Component, be paid to the Class A-2 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-2 Certificates as of such dateDistribution Date, and (C) in the case of amounts otherwise payable to the Class X-B Certificates, be paid to the Class B-1, Class B-2 and Class B-3 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class B-1, Class B-2 and Class B-3 Certificates, respectively, as of such Distribution Date; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) sequentially to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; (iiiB) to the Class B-1 A-2 Certificates, the Interest Senior Principal Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, Pool 2 until its Class Principal Amount has been reduced to zero; and (xiiiC) to the Class LT-R Certificates and the Class R A-3 Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective for Pool 3, until its Class Principal AmountsAmount has been reduced to zero. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (c), (l) and (cm), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A Certificates and the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes of Senior Certificates Certificates, Components related to such Classes and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on each Class of Senior Certificates, and each Component thereof, of the Related Certificate Group; provided, however, that on each Distribution Date, the amount of interest that would otherwise be distributable to the Pool 1 Component, the Pool 2 Component and the Class X-B Certificates, will be deposited in each casethe Class X-A Pool 1 Component Sub Account, the Class X-A Pool 2 Component Sub Account or the Class X-B Sub Account of the Reserve Fund, as applicable, to the extent of the related Required Reserve Fund Deposit for such Class on such dateDistribution Date; (ii) Concurrently, to the Senior Certificates of the Related Certificate Group, from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) sequentially, to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; and (B) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount of such Class has been reduced to zero; (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) 117941 Sequoia 2004-9 Pooling and Servicing Agmt. above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (iv) above, to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (v) above, to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vii) Concurrently, (A) from the Class X-A Pool 1 Component Sub Account, to the Class A-1 Certificates, (B) from the Class X-A Pool 2 Component Sub Account, to the Class A-2 Certificates and (C) from the Class X-B Sub Account, sequentially, to the Class B-1 and Class B-2 Certificates, in that order, any related Net WAC Shortfalls or related unpaid Net WAC Shortfalls for such date; (viii) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (vi) in the following order of priority: (A) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viiiB) to the Class B-3 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixC) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xD) to the Class B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiE) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xiiF) to the Class B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; 117941 Sequoia 2004-9 Pooling and Servicing Agmt. (G) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (H) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; and (xiiiix) to To the Class A-R Certificate and the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for the Mortgage Pools shall be combined and distributed to the Senior Certificates (other than remaining Classes of Certificates, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay principal on a pro rata in accordance with their respective basis; third, to pay any Net WAC Shortfall or any unpaid Net WAC Shortfall; and fourth, to the Class Principal AmountsA-R and Class LT-R Certificates, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum aggregate of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(x) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-1 Certificates, the Securities Administrator will withdraw from the Class X-A Pool 1 Component Sub Account, the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (g) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-2 Certificates, the Securities Administrator will withdraw from the Class X-A Pool 2 117941 Sequoia 2004-9 Pooling and Servicing Agmt. Component Sub Account, the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (h) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class B-1 or Class B-2 Certificates, the Securities Administrator will withdraw from the Class X-B Sub Account, the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (i) [Reserved]. (j) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fk) Amounts distributed to If, immediately after any Distribution Date, the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC amount on deposit in respect any Sub Account of the Lower Tier REMIC regular interests in accord with Reserve Fund exceeds the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In additioninitial deposit therein, the Securities Administrator shall will distribute such excess to the Holders of the Certificates that deposited such amounts in the relevant Sub Account. (l) Notwithstanding the priority of distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Credit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the aggregate Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in clause Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed sequentially thereto in such order. (Cm) If, on any Distribution Date, either Certificate Group would constitute an Undercollateralized Group and the other Certificate Group would constitute an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions of interest and principal to the related Senior Certificates of that Certificate Group shall be distributed up to the sum of the definition Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group to the Senior Certificates related to the Undercollateralized Group in payment of “Available Distribution Amountaccrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal. 117941 Sequoia 2004-9 Pooling and Servicing Agmt.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (h) and (ci), on each Distribution Date, the Available Distribution AmountAmount for the related Mortgage Pool (in the case of the Senior Certificates) and for the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates), to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to from the Senior CertificatesAvailable Distribution Amount for Pool 1, pro rata, such Class’s to the Class 1-A1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each caseand to the Class 1-AX Certificates, for such Class on such datethe Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; (ii) from the Available Distribution Amount for Pool 1 remaining after application of priority (i) above, to the Class A-1 and Class A-2 1-A1 Certificates, pro rata in accordance with their respective Class Principal Amounts, the related Senior Principal Distribution Amount, until their respective its Class Principal Amounts have Amount has been reduced to zero; (iii) from the Available Distribution Amount for Pool 2, pro rata, to the Class 2-A1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, and to the Class 2-AX Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; (iv) from the Available Distribution Amount for Pool 2 remaining after application of priority (iii) above, to the Class 2-A1 Certificates, the related Senior Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) from the remaining Available Distribution Amount for Pool 1 and Pool 2 in the aggregate remaining after application of priorities, (i), (ii), (iii) and (iv) above, in the following order of priority: (1) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv2) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2 payable to such Class on such date, until its Class Principal Amount has been reduced to zero; (v3) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi4) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2 payable to such Class on such date, until its Class Principal Amount has been reduced to zero; (vii5) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii6) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2 payable to such Class on such date, until its Class Principal Amount has been reduced to zero; (ix7) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) 8) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2 payable to such Class on such date, until its Class Principal Amount has been reduced to zero; (xi9) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii10) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2 payable to such Class on such date, until its Class Principal Amount has been reduced to zero; and (xiiivi) to To the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On Notwithstanding the priority of distributions set forth in Section 5.02(a), on each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for Pool 1 and Pool 2 shall be combined and distributed to the Senior Certificates (other than remaining Classes of Pool 1 and Pool 2 Certificates, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, concurrently on a pro rata in accordance with their respective basis (based on the amount of Current Interest payable to each such Class); second, to pay principal on a pro rata basis (based on the Class Principal AmountsAmount of each such Class); and third, to the Class R and Class LT-R Certificates, any remaining Available Distribution Amount from Pool 1 and Pool 2 (in the aggregate) allocated as provided in Section 5.02(d). (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(g) and (c5.02(h), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A Certificates and the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Trustee from funds in the Distribution Account 59 and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, payment of the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in Shortfalls with respect to each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage class of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Class X Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding and the priority and allocation Components, with, subject to the proviso set forth below, (x) all amounts payable in Section 5.02(a)respect of Component XB1, if with respect Component XB2 and Component XB3 being payable to any Class of Subordinate Certificates other than the Class B-1 X-B Certificates on any Distribution Date the sum and (y) all amounts payable in respect of the Class Subordination Percentages of such Class X-A1 Component and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made X-A2 Component being payable to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution DateX-A Certificates; provided, however, that on each Distribution Date, amounts that would otherwise be payable to the Class LTX-R Certificate shall be entitled to any A or Class X-B Certificates under this clause (a)(i) will (A) in the case of amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due otherwise payable to the Residual Class X-A Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with X-A1 Component, be paid to the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date Class A-1 Certificates to the extent of funds available any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-1 Certificates as of such Distribution Date, (B) in the Distribution Account, the Paying Agent shall retain an amount equal case of amounts otherwise payable to the Securities Administrator Fee and shall withdraw amounts equal Class X-A Certificates in respect of the X-A2 Component, be paid to the Trustee Fee and shall pay such amounts Class A-2 Certificates to the Trustee. In additionextent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-2 Certificates as of such Distribution Date, the Securities Administrator shall distribute the amounts described in clause and (C) in the case of amounts otherwise payable to the definition Class X-B Certificates, be paid to the Class B-1, Class B-2 and Class B-3 Certificates to the extent of “any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class B-1, Class B-2 and Class B-3 Certificates, respectively, as of such Distribution Date; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount.”Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows:

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(h) and (ci), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls for each Class of Senior Certificates; provided, however, that on each Distribution Date, the Interest Distribution Amount that would otherwise be distributable to a Class of Interest-Only Certificates shall be deposited in each case, the Reserve Fund to the extent of the Required Reserve Fund Deposit for such Class on and shall not be distributed to such dateClass; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (a) sequentially to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero;; and (b) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount of such Class has been reduced to zero. (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (iv) above, to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (v) above, to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vii) From the Class X-1 Sub-account, the Class X-2 Sub-account and the Class X-B Sub-account, concurrently, for payment to the Class A-1, Class A-2 and Class B-1 Certificates, respectively, any related Net WAC Shortfalls for such date; (viii) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (viii) in the following order of priority: (A) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viiiB) to the Class B-3 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (C) to the Class B-4 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (D) to the Class B-4 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (E) to the Class B-5 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (F) to the Class B-5 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (G) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (H) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ix) to To the Class B-4 Certificates, the Interest Distribution Amount A-R Certificate and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be combined and distributed to the Senior Certificates (other than the Interest-Only remaining Classes of Certificates) , on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, in accordance with reduction of the Certificate Principal Amounts of the Certificates, pro rata (on the basis of their respective Class Principal Amounts), until such Certificate Principal Amounts have been reduced to zero; third, to pay any related Net WAC Shortfall; and fourth, to the Class A-R and Class LT-R Certificate, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(v) and (ix) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(v) and (ix) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(x) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) To the extent a Net WAC Shortfall is experienced on the Class A-1, Class A-2 or Class B-1 Certificates, the Securities Administrator shall withdraw from the related Sub-account of the Reserve Fund an amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub-account as provided in Section 5.06. (g) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fh) Amounts distributed to Notwithstanding the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect priority of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Preliminary StatementCredit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools have been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed sequentially thereto in such order. (gi) On each If, on any Distribution Date Date, any Certificate Group would constitute an Undercollateralized Group and the other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions of funds available interest and principal to the related Senior Certificates of that Certificate Group, shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group to the Senior Certificates related to the Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee same order and shall withdraw amounts equal to the Trustee Fee and shall pay priority as such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) Certificates would receive other distributions of the definition of “Available Distribution Amountprincipal.”

Distributions from the Distribution Account. On each Distribution Date the Securities Administrator shall withdraw (i) the Available Distribution Amount for Pool 1 and allocate such amount to the Group 1 Certificates, (ii) the Available Distribution Amount for Pool 2A and allocate such amount to the Group 2A Senior Certificates and the Group 2 Subordinate Certificates, (iii) the Available Distribution Amount for Pool 2B and allocate such amount to the Group 2B Senior Certificates and the Group 2 Subordinate Certificates and (iv) the Available Distribution Amount for Pool 2C and allocate such amount to the Group 2C Senior Certificates and the Group 2 Subordinate Certificates, in each case, as set forth below: (a) Subject to Sections 5.02(b) and (c), on On each Distribution Date, the Securities Administrator shall distribute the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates Amount for Pool 1 for such date in the following order of priority: (i) Concurrently, from the Available Distribution Amount for Pool 1, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on each Class of the Group 1 Senior Certificates; provided, however, that on each Distribution Date, the amount of interest that would otherwise be distributable (A) to the Class 1-XA Certificates, will be deposited in each casethe Reserve Fund and credited to the Class 1-XA Sub Account of the Reserve Fund, to the extent of the Class 1-XA Required Reserve Fund Deposit for such Distribution Date and (B) to the Class on 1-XB Certificates, will be deposited in the Reserve Fund and credited to the Class 1-XB Sub Account of the Reserve Fund, to the extent of the Class 1-XB Required Reserve Fund Deposit for such dateDistribution Date; (ii) to the Class A-1 and Class A-2 Group 1 Senior Certificates, pro rata in accordance with their respective Class Principal Amounts, an amount up to the Senior Principal Distribution AmountAmount for Pool 1, sequentially in the following order of priority: (A) to the Class 1-AR Certificate until its Class Principal Amount has been reduced to zero; and (B) pro rata, to the Class 1-A1 and Class 1-A2 Certificates until their respective Class Principal Amounts have been reduced to zero; (iii) to the Group 1 Subordinate Certificates, sequentially in the following order of priority: (A) to the Class B-1 1-B1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ivB) to the Class B-1 1-B1 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for Pool 1, until its Class Principal Amount has been reduced to zero; (vC) to the Class B-2 1-B2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viD) to the Class B-2 1-B2 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for Pool 1, until its Class Principal Amount has been reduced to zero; (viiE) to the Class B-3 1-B3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viiiF) to the Class B-3 1-B3 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for Pool 1, until its Class Principal Amount has been reduced to zero; (ixG) to the Class B-4 1-B4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xH) to the Class B-4 1-B4 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for Pool 1, until its Class Principal Amount has been reduced to zero; (xiI) to the Class B-5 1-B5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xiiJ) to the Class B-5 1-B5 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for Pool 1, until its Class Principal Amount has been reduced to zero; (K) to the Class 1-B6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class on such date; (L) to the Class 1-B6 Certificates, such Class’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount for Pool 1, until its Class Principal Amount has been reduced to zero; and (xiiiiv) to To the Class LT1-R Certificates AR Certificate and the Class R Certificates1-LTR Certificate, any remaining amount of the Available Distribution Amount from Pool 1 allocated as provided in Section 5.02(d5.02(e). On each Distribution Date, the Securities Administrator shall distribute concurrently, (A) from the Class 1-XA Sub Account, pro rata (on the basis of the amount of Net WAC Shortfalls experienced by each such Class of LIBOR Certificates and the aggregate amount of Net WAC Shortfalls experienced by all of the Class 1-A1 and Class 1-A2 Certificates (as a group)), to the Class 1-A1 and Class 1-A2 Certificates, any related Net WAC Shortfalls or related unpaid Net WAC Shortfalls for such date and (B) from the Class 1-XB Sub Account, sequentially, to the Class 1-B1 and Class 1-B2 Certificates, in that order, any related Net WAC Shortfalls or related unpaid Net WAC Shortfalls for such date. (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described aggregate of the Available Distribution Amounts for Pool 2A, Pool 2B and Pool 2C for such date, concurrently as follows: (i) For Pool 2A: The Available Distribution Amount for Pool 2A shall be distributed in clause the following order of priority: (A) pro rata, to the Group 2A Senior Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls on each Class of the Group 2A Senior Certificates; (B) to the Class 2-AR Certificate, the Senior Principal Distribution Amount for Pool 2, until its Class Principal Amount has been reduced to zero; and (C) of pro rata, to the definition of “Available Class 2A-A1 and Class 2A-A2 Certificates, the Senior Principal Distribution Amount.”Amount for Pool 2A, until their respective Class Principal Amounts have been reduced to zero;

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, Amount shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on each Class of Senior Certificates; provided, however, that on each Distribution Date, the amount of interest that would otherwise be distributable to the Class X-A or Class X-B Certificates, will be deposited in each casethe Reserve 150029 Sequoia 2005-3 Pooling and Servicing Agmt. Fund and credited to the X-A Sub Account or the Class X-B Sub Account of the Reserve Fund, as applicable, to the extent of the related Required Reserve Fund Deposit for such Class on such dateDistribution Date; (ii) From the Available Distribution Amount remaining after application of amounts pursuant to clause (i) above, sequentially, to the Class A-R Certificates and the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution Amount, until their respective Class Principal Amounts have been reduced to zero; (iii) From the Available Distribution Amount remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) From the Available Distribution Amount remaining after the application of amounts pursuant to clauses (i) through (iv) above, to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) From the Available Distribution Amount remaining after application of amounts pursuant to clauses (i) through (v) above, to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) Concurrently, (A) from the Class X-A Sub Account, to the Class A-1 Certificates, and (B) from the Class X-B Sub Account, sequentially, to the Class B-1 and Class B-2 Certificates, in that order, any related Net WAC Shortfalls or related unpaid Net WAC Shortfalls for such date; (viii) From the Available Distribution Amount remaining after application of amounts pursuant to clauses (i) through (vi) in the following order of priority: (A) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viiiB) to the Class B-3 Certificates such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (C) to the Class B-4 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; 150029 Sequoia 2005-3 Pooling and Servicing Agmt. (D) to the Class B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (E) to the Class B-5 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (F) to the Class B-5 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (G) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (H) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to To the Class B-4 Certificates, the Interest Distribution Amount A-R Certificate and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount shall be distributed to the Senior Certificates (other than remaining Classes of Certificates, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay principal on a pro rata in accordance with their respective basis; third, to pay any Net WAC Shortfall or any unpaid Net WAC Shortfall; and fourth, to the Class Principal AmountsA-R and Class LT-R Certificates, any remaining Available Distribution Amount. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum aggregate of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(x) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT. (e) [Reserved]. 150029 Sequoia 2005-R Certificate shall be entitled to 3 Pooling and Servicing Agmt. (f) [Reserved]. (g) On any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates Distribution Date for which a Net WAC Shortfall exists with respect to the Mortgage LoansClass A-1 Certificates, the Securities Administrator will withdraw from the Reserve Fund (and debit to the Class X-A Sub Account), the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts credited to the related Sub Account as provided in Section 5.02(a)(vii). (eh) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class B-1 or Class B-2 Certificates, the Securities Administrator will withdraw from the Reserve Fund (and debit to the Class X-B Sub Account), the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts credited to the related Sub Account as provided in Section 5.02(a)(vii). (i) [Reserved]. (j) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fk) Amounts distributed If, immediately after any Distribution Date, the amount credited to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect any Sub Account of the Lower Tier REMIC regular interests in accord with Reserve Fund exceeds the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In additioninitial credit thereto, the Securities Administrator shall will distribute from the amounts described in clause Reserve Fund (Cand debit to such Sub Account) such excess to the Holders of the definition Certificates in respect of “Available Distribution Amountwhich amounts were credited to the relevant Sub Account.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(h) and (ci), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls for each Class of Senior Certificates; provided, however, that on each Distribution Date, the Interest Distribution Amount that would otherwise be distributable to a Class of Interest-Only Certificates shall be deposited in each case, the Reserve Fund to the extent of the Required Reserve Fund Deposit for such Class on and shall not be distributed to such dateClass; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (a) sequentially to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero;; and (b) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount of such Class has been reduced to zero. (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (iv) above, to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (v) above, to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vii) From the Class X-1 Sub-account, the Class X-2 Sub-account and the Class X-B Sub-account, concurrently, for payment to the Class A-1, Class A-2 and Class B-1 Certificates, respectively, any related Net WAC Shortfalls for such date; (viii) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (viii) in the following order of priority: (A) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viiiB) to the Class B-3 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (C) to the Class B-4 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (D) to the Class B-4 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (E) to the Class B-5 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (F) to the Class B-5 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (G) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (H) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ix) to To the Class B-4 Certificates, the Interest Distribution Amount A-R Certificate and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be combined and distributed to the Senior Certificates (other than the Interest-Only remaining Classes of Certificates) , on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, in accordance with reduction of the Certificate Principal Amounts of the Certificates, pro rata (on the basis of their respective Class Principal Amounts), until such Certificate Principal Amounts have been reduced to zero; third, to pay any related Net WAC Shortfall; and fourth, to the Class A-R and Class LT-R Certificate, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(v) and (ix) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(v) and (ix) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(x) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) To the extent a Net WAC Shortfall is experienced on the Class A-1, Class A-2 or Class B-1 Certificates, the Securities Administrator shall withdraw from the related Sub-account of the Reserve Fund an amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub-account as provided in Section 5.06. (g) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fh) Amounts distributed to Notwithstanding the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect priority of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Preliminary StatementCredit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools have been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed sequentially thereto in such order. (gi) On each If, on any Distribution Date Date, any Certificate Group would constitute an Undercollateralized Group and the other Certificate Group constitutes an Overcollateralized 80091 Pooling and Servicing Agreement Sequoia 2003-3 58 Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions of funds available interest and principal to the related Senior Certificates of that Certificate Group, shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group to the Senior Certificates related to the Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee same order and shall withdraw amounts equal to the Trustee Fee and shall pay priority as such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) Certificates would receive other distributions of the definition of “Available Distribution Amountprincipal.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(h) and (c5.02(i), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A-1 and Class X-A-2 Certificates and the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Trustee from funds in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls with respect to each class of Senior Certificates (other than the Class X Certificates) and the Components, with, subject to the proviso set forth below, (x) all amounts payable in respect of Component XB1, Component XB2 and Component XB3 being payable to the Class X-B Certificates, (y) all amounts payable in respect of the Pool 1 NAS Component and the Pool 2 NAS Component being payable to the Class X-A-1 Certificates and (z) all amounts payable in respect of the Pool 1 Companion Component and the Pool 2 Companion Component being payable to the Class X-A-2 Certificates; provided, however, that on each caseDistribution Date, amounts that would otherwise be payable to the Class X-A-1, Class X-A-2 or Class X-B Certificates under this clause (a)(i) will (A) in the case of amounts otherwise payable to the Class X-A-1 or Class X-A-2 Certificates in respect of the Pool 1 NAS Component or Pool 1 Companion Component, be paid to the Class A-1 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-1 Certificates as of such Distribution Date, (B) in the case of amounts otherwise payable to the Class on X-A-1 and Class X-A-2 Certificates in respect of the Pool 2 NAS Component or Pool 2 Companion Component, be paid to the Class A-2 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-2 Certificates as of such dateDistribution Date, (C) in the case of amounts otherwise payable to the Class X-B Certificates, be paid to the Class B-1, Class B- 2 and Class B-3 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class B-1, Class B-2 and Class B-3 Certificates, respectively, as of such Distribution Date, (D) in the case of amounts otherwise payable to the Class X-A-2 Certificates in respect of the Pool 1 Companion Component, be paid to the Class X-A-1 Certificates in respect of the Pool 1 NAS Component to the extent of any previously unreimbursed amounts not distributed in respect of the Pool 1 NAS Component as a result of clause (A) above or as a result of the Current Interest Restriction and (E) in the case of amounts otherwise payable to the Class X-A-2 Certificates in respect of the Pool 2 Companion Component, be paid to the Class X-A-1 Certificates in respect of the Pool 2 NAS Component to the extent of any previously unreimbursed amounts not distributed in respect of the Pool 2 NAS Component as a result of clause (B) above or as a result of the Current Interest Restriction; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (a) sequentially to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero;; and (b) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until its Class Principal Amounts has been reduced to zero: (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 B-1, Class B-2 and Class B-3 Certificates, sequentially, in that order, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 B-1, Class B-2 and Class B-3 Certificates, sequentially, in that order, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iv) in the following order of priority: (A) to the Class B-2 B-4 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date; (viB) to the Class B-2 B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (viiC) to the Class B-3 B-5 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date; (viiiD) to the Class B-3 B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixE) to the Class B-4 B-6 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date;; and (xF) to the Class B-4 B-6 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xivi) to To the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LTA-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). Amounts paid to the Class A-1 Certificates on any Distribution Date pursuant to the proviso in clause (a)(i)(A) above shall reduce amounts otherwise payable on such Distribution Date in respect of the Pool 1 Companion Component before reducing any amounts otherwise payable to the Pool 1 NAS Component. Amounts paid to the Class A-2 Certificates on any Distribution Date pursuant to the proviso in clause (a)(i)(B) above shall reduce amounts otherwise payable on such Distribution Date in respect of the Pool 2 Companion Component before reducing any amounts otherwise payable to the Pool 2 NAS Component. Amounts that would have been distributed in respect of the Class X-A-1, Class X-A-2 and Class X-B Certificates, but for the proviso set forth in clause (a)(i) above shall, except for purposes of determining unreimbursed amounts under clauses (a)(i)(D) and (E) above, be treated as having been distributed to the Class X-A-1, Class X-A-2 and Class X-B Certificates, as the case may be, for purposes of determining subsequent Interest Shortfalls with respect to the Class X-A-1, Class X-A-2 and Class X-B Certificates. (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be distributed to the Senior remaining Classes of Certificates of a Certificate Group and in respect of the Class X-A-1 and Class X-A-2 Certificates, as the case may be, on a pro rata basis, first, to pay the Interest Distribution amount and any accrued but unpaid Interest Shortfalls; provided, however, that on each Distribution Date with respect to the Class A-1 or Class A-2 Certificates (other than as applicable) (x) the Interestamount of the Interest Distribution Amount that would otherwise be payable to the related Pool Companion Component or Pool NAS Component (in that order) will be paid to the Class A-1 or Class A-2 Certificates (as applicable) to the extent of any Basis Risk Shortfalls for the Class A-1 or Class A-2 Certificates (as applicable) and (y) the amount of the Interest Distribution Amount that would otherwise be payable on the related Pool Companion Component (after the application of clause (x) above) will be payable to the related Pool NAS Component to the extent of any remaining unreimbursed amounts otherwise payable to the related Pool NAS Component that were distributed to the Class A-1 or Class A-2 Certificates (as applicable) in respect of Basis Risk Shortfalls or that were not paid with respect to the related Pool NAS Component as a result of the Current Interest Restriction; second, to pay the Senior Principal Distribution Amount for such Mortgage Pool; and third, to the Class A-Only R Certificate, any remaining Available Distribution Amount from such Mortgage Pool. Amounts paid to the Class A-1 Certificates on any Distribution Date pursuant to the proviso in this clause (b) shall reduce amounts otherwise payable on such Distribution Date in respect of the Pool 1 Companion Component before reducing any amounts otherwise payable to the Pool 1 NAS Component. Amounts paid to the Class A-2 Certificates on any Distribution Date pursuant to the proviso in this clause (b) shall reduce amounts otherwise payable on such Distribution Date in respect of the Pool 2 Companion Component before reducing any amounts otherwise payable to the Pool 2 NAS Component. Amounts that would have been distributed in respect of the Class X-A-1 or Class X-A-2 Certificates but for the proviso set forth in this Section 5.02(b) shall, except for purposes of determining unreimbursed amounts under clause (b)(y) above, be treated as having been distributed to the Class X-A-1 or Class X-A-2 Certificates) pro rata in accordance , as the case may be, for purposes of determining subsequent Interest Shortfalls with their respective respect to the Class Principal AmountsX-A-1 or Class X-A-2 Certificates. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(iv) and Section 5.02(a)(v) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(iv) and Section 5.02(a)(v) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(vi) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a) of this Section 5.02, each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) For purposes of distributions of interest in paragraph (a) of this Section 5.02(a) 5.02 such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fg) Amounts distributed to Notwithstanding the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect priority of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC distributions set forth in paragraph (a) of this Section 5.02, if on any Distribution Date prior to the Preliminary StatementCredit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero, then that portion of the Available Distribution Amount for such Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed sequentially thereto in such order. (gh) On each If, on any Distribution Date Date, any Certificate Group would constitute an Undercollateralized Group and the other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions of funds available interest and principal to the related Senior Certificates of that Certificate Group and to the Components of the Class X-A-1 and Class X-A-2 Certificates related to the Undercollateralized Group, shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group to the Senior Certificates related to the Undercollateralized Group and to the Components of the Class X-A-1 and Class X-A-2 Certificates related to the Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee same order and shall withdraw amounts equal to the Trustee Fee and shall pay priority as such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) Certificates would receive other distributions of the definition of “Available Distribution Amountprincipal.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(g) and (c5.02(h), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Senior Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates) shall be withdrawn by the Paying Agent Trustee from funds in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Class 1-A, Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, on a pro ratarata basis based on the amount of interest accrued thereon, such Class’s the payment of the related Interest Distribution Amount and any accrued but unpaid related Interest Shortfalls, in Shortfalls with respect to each case, for such Class on such dateclass of Senior Certificates; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) to the Class A-1 and Class A-2 1-A Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution AmountAmount for Pool 1, until their Class Principal Amount has been reduced to zero; and (B) to the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, pro rata, the Senior Principal Distribution Amount for Pool 2, until their respective Class Principal Amounts have been reduced to zero;. (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, sequentially, in that order, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 X-0, Xxxxx X-0, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, sequentially, in that order, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in for each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution AmountMortgage Pool, until its Class Principal Amount has been reduced to zero; and (xiiiv) to To the Class LT-R Certificates and the Class R CertificatesR-2 Certificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be distributed to the Senior remaining Classes of Certificates (other than of the Interest-Only Certificates) related Certificate Group on a pro rata in accordance with their respective basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay the Senior Principal Distribution Amount for such Mortgage Pool; and third, to the Class Principal AmountsR-2 Certificate, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(iv) and Section 5.02(a)(v) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(iv) and Section 5.02(a)(v) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(vi) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in this Section 5.02, each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) For purposes of distributions of interest in paragraph (a) of this Section 5.02(a) 5.02 such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fg) Amounts distributed to Notwithstanding the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect priority of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC distributions set forth in paragraph (a) of this Section 5.02, if on any Distribution Date prior to the Preliminary StatementCredit Support Depletion Date (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero, then that portion of the Available Distribution Amount for such Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates on a pro rata basis in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that (x) any such amounts distributable to the Class R and Class 1-A Certificates shall be distributed sequentially thereto in such order and (y) any such amounts distributable to the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates shall be distributed pro rata. (gh) On each If, on any Distribution Date Date, any Certificate Group would constitute an Undercollateralized Group and the other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group to the extent remaining following distributions of funds available interest and principal to the related Senior Certificates of that Certificate Group, shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group to the Senior Certificates related to the Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee same order and shall withdraw amounts equal to the Trustee Fee and shall pay priority as such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) Certificates would receive other distributions of the definition of “Available Distribution Amountprincipal.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (c), (l) and (cm), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on each Class of Senior Certificates of the Related Certificate Group; provided, however, that on each Distribution Date, the amount of the Interest Distribution Amount that would otherwise be payable to the Class X-1, Class X-2 or Class X-B Certificates will (A) in each casethe case of amounts otherwise payable to the Class X-1 and Class X-2 Certificates, be deposited in the related Sub Account of the Reserve Fund to the extent of any related Required Reserve Fund Deposit for such Distribution Date in the manner described herein, (B) in the case of amounts otherwise payable to the Class X-2 Certificates after the payment of amounts, if any, described in clause (A) above, instead be paid to the Class X-1 Certificates to the extent necessary to reimburse the Class X-1 Certificates for any prior amounts not distributed to the Class X-1 Certificates as a result of any reductions on the Current Interest of the Class X-1 Certificates resulting from Interest Shortfalls and (C) in the case of amounts otherwise payable to the Class X-B Certificates, be deposited in the Class X-B Sub Account of the Reserve Fund to the extent of any Class X-B Required Reserve Fund Deposit for such dateDistribution Date; (ii) Concurrently, to the Senior Certificates of the Related Certificate Group, from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) sequentially, to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; and (B) concurrently, to the Class A-2 and Class A-3 Certificates, pro rata, the Senior Principal Distribution Amount for Pool 2, until their respective Class Principal Amounts have been reduced to zero; (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the 109323 Sequoia 2004-5 Pooling and Servicing Agmt. Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (iv) above, to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (v) above, to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vii) From the Class X-1 Sub Account, Class X-2 Sub Account and Class X-B Sub Account, as applicable, concurrently, for payment to the Class A-2, Class A-3, Class B-1 and Class B-2 Certificates, as applicable, any related Net WAC Shortfalls or related unpaid Net WAC Shortfalls for such date; (viii) To the Class X-1 Certificates, from the Class X-2 Sub Account of the Reserve Fund, the sum of all amounts deposited to the Class X-1 Sub Account in excess of the first $4,500 deposited therein prior to such Distribution Date and not otherwise reimbursed to the Class X-1 Certificates, including interest on such amounts, provided that reimbursement for any amount deposited in respect of the Class X-1 Additional Amount shall be limited to the Class X-1 Additional Amount for such Distribution Date; (ix) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (vi) in the following order of priority: (A) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viiiB) to the Class B-3 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixC) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xD) to the Class B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiE) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date;; 109323 Sequoia 2004-5 Pooling and Servicing Agmt. (xiiF) to the Class B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (G) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (xiiiH) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (x) To the Class A-R Certificate and the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be combined and distributed to the Senior remaining Classes of Certificates, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay principal, on a pro rata basis (on the basis of their Class Principal Amounts), on the Certificates (other than the InterestClass X-1, Class X-2 and Class X-Only B Certificates) pro rata in accordance with their respective ); third, to pay any related Net WAC Shortfall or any related unpaid Net WAC Shortfall; and fourth, to the Class Principal AmountsA-R and Class LT-R Certificates, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum aggregate of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(x) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall "relate" to the Senior Class or Classes of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfallsthe applicable Related Certificate Group. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement[Reserved]. (g) On each any Distribution Date for which a Net WAC Shortfall exists with respect to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In additionClass A-2 or Class A-3 Certificates, the Securities Administrator shall distribute will withdraw from the amounts described in clause (C) of the definition of “Available Distribution Amount109323 Sequoia 2004-5 Pooling and Servicing Agmt.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (c), (l) and (cm), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A Certificates and the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes of Senior Certificates Certificates, Components related to such Classes and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on each Class of Senior Certificates, and each Component thereof, of the Related Certificate Group; provided, however, that on each Distribution Date, the amount of interest that would otherwise be distributable to the Pool 2 Component, the Pool 3 Component and the Class X-B Certificates, will be deposited in each casethe Class X-A Pool 2 Component Sub Account, the Class X-A Pool 3 Component Sub Account or the Class X-B Sub Account of the Reserve Fund, as applicable, to the extent of the related Required Reserve Fund Deposit for such Class on such dateDistribution Date; (ii) Concurrently, to the Senior Certificates of the Related Certificate Group, from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) sequentially, to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; (B) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount of such Class has been reduced to zero; and (C) concurrently, to the Class A-3-A and Class A-3-B Certificates, pro rata, the Senior Principal Distribution Amount for Pool 3, until their respective Class Principal Amounts have been reduced to zero; (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (iv) above, to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (v) above, to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vii) Concurrently, (A) from the Class X-A Pool 2 Component Sub Account, to the Class A-2 Certificates, (B) from the Class X-A Pool 3 Component Sub Account, pro rata, to the Class 3-A-3 and Class 3-A-B Certificates and (C) from the Class X-B Sub Account, sequentially, to the Class B-1 and Class B-2 Certificates, in that order, any related Net WAC Shortfalls or related unpaid Net WAC Shortfalls for such date; (viii) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (vi) in the following order of priority: (A) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viiiB) to the Class B-3 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixC) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xD) to the Class B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiE) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xiiF) to the Class B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (G) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (H) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; and (xiiiix) to To the Class A-R Certificate and the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for the Mortgage Pools shall be combined and distributed to the Senior Certificates (other than remaining Classes of Certificates, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay principal on a pro rata in accordance with their respective basis; third, to pay any Net WAC Shortfall or any unpaid Net WAC Shortfall; and fourth, to the Class Principal AmountsA-R and Class LT-R Certificates, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum aggregate of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(x) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-2 Certificates, the Securities Administrator will withdraw from the Class X-A Pool 2 Component Sub Account, the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (g) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-3-A or Class A-3-B Certificates, the Securities Administrator will withdraw from the Class X-A Pool 3 Component Sub Account, the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (h) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class B-1 or Class B-2 Certificates, the Securities Administrator will withdraw from the Class X-B Sub Account, the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (i) [Reserved]. (j) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fk) Amounts distributed to If, immediately after any Distribution Date, the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC amount on deposit in respect any Sub Account of the Lower Tier REMIC regular interests in accord with Reserve Fund exceeds the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In additioninitial deposit therein, the Securities Administrator shall will distribute such excess to the Holders of the Certificates that deposited such amounts in the relevant Sub Account. (l) Notwithstanding the priority of distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Credit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the aggregate Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in clause Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed sequentially thereto in such order. (Cm) If, on any Distribution Date, any Certificate Group would constitute an Undercollateralized Group and one or both of the definition of “other Certificate Groups constitute an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution AmountAmount for the Overcollateralized Group or Groups, to the extent remaining following distributions of interest and principal to the related Senior Certificates of that Certificate Group or Groups shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group or Groups to the Senior Certificates related to the Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal. To the extent (1) more than one Overcollateralized Group exists on a Distribution Date, amounts distributable therefrom shall be allocated in proportion to the Certificate Principal Amounts of each related Certificate Group; and (2) more than one Undercollateralized Group exists on a Distribution Date, amounts distributable thereto shall be allocated first, on the basis of any outstanding Interest Shortfalls; and second, as principal to the Undercollateralized Groups allocated in proportion to the Certificate Principal Amounts of each such Undercollateralized Group.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on On each Distribution Date, the Available Distribution Amount, to Securities Administrator shall distribute the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates Interest Remittance Amount for such date in the following order of priority: (i) to the Senior Class A Certificates, pro rata, such Class’s Current Interest Distribution Amount and any accrued but unpaid Carryforward Interest Shortfalls, in each case, for such Class on and for such dateDistribution Date; (ii) to the Class A-1 and Class A-2 M-1 Certificates, pro rata Current Interest for such Class and for such Distribution Date; 105005 Sequoia 2004-3 Pooling and Servicing Agreement (iii) to the Class M-2 Certificates, Current Interest for such Class and for such Distribution Date; (iv) to the Class M-3 Certificates, Current Interest for such Class and for such Distribution Date; and (v) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in accordance subsection (c) of this Section, any Interest Remittance Amount remaining after application pursuant to clauses (i) through (iv) above. (b) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount for such date as follows: (i) On each Distribution Date (a) prior to the Stepdown Date or (b) with their respective respect to which a Trigger Event is in effect, the Principal Distribution Amount will be distributed in the following order of priority: (A) to the Class Principal AmountsA Certificates, the Senior Principal Distribution Amount, until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount of each such Class has been reduced to zero; (vB) to the Class B-2 M-1 Certificates, from the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate remaining Principal Distribution Amount, until its the Class Principal Amount of such Class has been reduced to zero; (viiC) to the Class B-3 M-2 Certificates, from the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate remaining Principal Distribution Amount, until its the Class Principal Amount of such Class has been reduced to zero; (ixD) to the Class B-4 M-3 Certificates, from the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate remaining Principal Distribution Amount, until its the Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for of such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiiiE) to the Class LT-R Certificates and the Class R Certificatesfor application as part of Monthly Excess Cashflow for such Distribution Date, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d)subsection (c) of this Section, any Principal Distribution Amount remaining after application pursuant to clauses (A) through (D) above. (bii) On each Distribution Date (a) on and or after the Credit Support Depletion DateStepdown Date and (b) with respect to which a Trigger Event is not in effect, the Principal Distribution Amount will be distributed in the following order of priority: (A) so long as the Class M-1, Class M-2 and Class M-3 Certificates are outstanding, to the Class A Certificates, an amount equal to the lesser of (x) the Principal Distribution Amount for such Distribution Date and (y) the Senior Principal Distribution Amount shall be for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero; otherwise to the Class 105005 Sequoia 2004-3 Pooling and Servicing Agreement (B) to the Class M-1 Certificates, an amount equal to the lesser of (x) the excess of (a) the Principal Distribution Amount for such Distribution Date over (b) the amount distributed to the Senior Certificates on such Distribution Date pursuant to clause (other than A) above and (y) the Interest-Only Certificates) pro rata in accordance with their respective M-1 Principal Distribution Amount for such Distribution Date, until the Class Principal AmountsAmount of such Class has been reduced to zero; (C) to the Class M-2 Certificates, an amount equal to the lesser of (x) the excess of (a) the Principal Distribution Amount for such Distribution Date over (b) the amount distributed to the Senior Certificates and the Class M-1 Certificates on such Distribution Date pursuant to clauses (A) and (B) above, respectively, and (y) the M-2 Principal Distribution Amount for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero; (D) to the Class M-3 Certificates, an amount equal to the lesser of (x) the excess of (a) the Principal Distribution Amount for such Distribution Date over (b) the amount distributed to the Senior Certificates, the Class M-1 and the Class M-2 Certificates on such Distribution Date pursuant to clauses (A), (B) and (C) above, respectively, and (y) the M-3 Principal Distribution Amount for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero; and (E) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in subsection (c) of this Section, any Principal Distribution Amount remaining after application pursuant to clauses (A) through (D) above. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In additionDate, the Securities Administrator shall distribute the amounts described Monthly Excess Cashflow for such date in clause the following order of priority: (i) to the Class A, Class M-1, Class M-2 and Class M-3 Certificates, in an amount equal to the Extra Principal Distribution Amount, if any, for such date, distributable to such Certificates as part of the Principal Distribution Amount, in accordance with Section 5.02(b); (ii) to payment of unpaid Carryforward Interest and Deferred Amounts on the Class A, Class M-1, Class M-2 and Class M-3 Certificates in the following order of priority: (A) to the Class A Certificates, any Carryforward Interest for each such Class and such Distribution Date; (B) to the Class M-1 Certificates, any (i) Carryforward Interest and (ii) Deferred Amount, in that order, for such Class and for such Distribution Date; 105005 Sequoia 2004-3 Pooling and Servicing Agreement (C) to the Class M-2 Certificates, any (i) Carryforward Interest and (ii) Deferred Amount, in that order, for such Class and for such Distribution Date; (D) to the Class M-3 Certificates, any Deferred Amount for such Class and for such Distribution Date; (iii) to the Reserve Fund, the amount of the definition Required Reserve Fund Deposit for such Distribution Date, and then from the Reserve Fund, to the extent of “Available amounts on deposit therein, in the following order of priority: (A) to the Class A Certificates, any applicable Net WAC Shortfall for each such Class and such Distribution AmountDate; (B) to the Class M-1 Certificates, any Net WAC Shortfalls for such Distribution Date; (C) to the Class M-2 Certificates, any Net WAC Shortfalls for such Distribution Date; and (D) to the Class X Certificate to the extent amounts on deposit in the Reserve Fund after making distributions required under priorities (A) through (C) above exceed $10,000 and, on the Distribution Date on which the Class Principal Amount of each Class of LIBOR Certificates has been reduced to zero, the entire amount then on deposit in the Reserve Fund shall be distributed in respect of the Class X Certificate; (iv) concurrently, to the Master Servicer and the Trustee, any amounts reimbursable pursuant to Section 4.01(d) and not previously reimbursed to such party; (v) to the Class X Certificate, the Class X Distributable Amount for such Distribution Date, to the extent not otherwise deposited in the Reserve Fund pursuant to Section 5.02(c)(iii) hereof; and (vi) to the Class R and Class LT-R Certificate, any amount remaining on such date after application pursuant to clauses (i) through (v) above.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (c), (l) and (cm), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A Certificates and the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes of Senior Certificates Certificates, Components related to such Classes and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on each Class of Senior Certificates, and each Component thereof, of the Related Certificate Group; provided, however, that on each Distribution Date, the amount of interest that would otherwise be distributable to the Pool 2 Component, the Pool 3 Component and the Class X-B Certificates, will be deposited in each casethe Class X-A Pool 2 Component Sub Account, the Class X-A Pool 3 Component Sub Account or the Class X-B Sub Account of the Reserve Fund, as applicable, to the extent of the related Required Reserve Fund Deposit for such Class on such dateDistribution Date; (ii) Concurrently, to the Senior Certificates of the Related Certificate Group, from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) sequentially, to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; (B) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount of such Class has been reduced to zero; and (C) concurrently, to the Class A-3-A and Class A-3-B Certificates, pro rata, the Senior Principal Distribution Amount for Pool 3, until their respective Class Principal Amounts have been reduced to zero; (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount 113535 Sequoia 2004-7 Pooling and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d)Servicing Agmt. (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on On each Distribution Date, the Available Distribution AmountSecurities Administrator shall distribute the Interest Remittance Amount for each Mortgage Pool for such date in the following order of priority: (i) concurrently, to the extent received by Class A-1 Certificates, from the Securities AdministratorInterest Remittance Amount for Pool 1, Current Interest and any Carryforward Interest for such Class and for such Distribution Date and to the Class A-2 Certificates, from the Interest Remittance Amount for Pool 2, Current Interest and any Carryforward Interest for such Class and for such Distribution Date; (ii) to the payment of any remaining Carryforward Interest for the Senior Certificates of either Certificate Group, from the remaining Interest Remittance Amount not relating to such Certificates; (iii) to the Class M-1 Certificates, from the remaining Interest Remittance Amount for Pool 1 and Pool 2, Current Interest for such Class and for such Distribution Date; (iv) to the Class M-2 Certificates, from the remaining Interest Remittance Amount for Pool 1 and Pool 2, Current Interest for such Class and for such Distribution Date; and (v) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in subsection (c) of this Section, any Interest Remittance Amount for Pool 1 and Pool 2 remaining after application pursuant to clauses (i) through (iv) above. (b) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount with respect to each Mortgage Pool for such date as follows: (i) On each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, the Principal Distribution Amount for each Mortgage Pool will be withdrawn by the Paying Agent from funds distributed in the following order of priority: (A) concurrently, to the Class A-1 and Class A-2 Certificates, from the Principal Distribution Account and allocated among Amount for the Classes related Mortgage Pool, until the Class Principal Amount of each such Class has been reduced to zero; (B) if either Class of Senior Certificates of a Certificate Group has been retired, to the remaining Class of Senior Certificates, from the Principal Distribution Amount relating to such retired Class, until the Class Principal Amount of such remaining Class has been reduced to zero; (C) to the Class M-1 Certificates, from the remaining Principal Distribution Amount for both Mortgage Pools, until the Class Principal Amount of such Class has been reduced to zero; (D) to the Class M-2 Certificates, from the remaining Principal Distribution Amount for both Mortgage Pools, until the Class Principal Amount of such Class has been reduced to zero; and (E) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in subsection (c) of this Section, any Principal Distribution Amounts for Pool 1 and Subordinate Pool 2 remaining after application pursuant to clauses (A) through (D) above. (ii) On each Distribution Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, the Principal Distribution Amount for each Mortgage Pool will be distributed in the following order of priority: (A) so long as the Class M-1 and Class M-2 Certificates are outstanding, to the Class A-1 and Class A-2 Certificates, an amount equal to the lesser of (x) the Principal Distribution Amount for the related Mortgage Pool for such Distribution Date and (y) the Senior Principal Distribution Amount for the related Mortgage Pool for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero; otherwise to the Class A-1 and the Class A-2 Certificates, the related Principal Distribution Amount for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero; (B) to the extent that the Senior Principal Distribution Amount for a Class of Senior Certificates has not been fully distributed on such Distribution Date, to such Class from the remaining Principal Distribution Amount not relating to such Class, in an amount up to such undistributed Senior Principal Distribution Amount; (C) if either Class of Senior Certificates of a Certificate Group has been retired, to the remaining Class of Senior Certificates, from the Principal Distribution Amount relating to such retired Class, until the Class Principal Amount of such remaining Class has been reduced to zero. (D) to the Class M-1 Certificates, an amount equal to the lesser of (x) the excess of (a) the Principal Distribution Amounts for both Mortgage Pools for such Distribution Date over (b) the amount distributed to the Senior Certificates on such Distribution Date pursuant to clause (A) above and (y) the M-1 Principal Distribution Amount for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero; (E) to the Class M-2 Certificates, an amount equal to the lesser of (x) the excess of (a) the Principal Distribution Amounts for both Mortgage Pools for such Distribution Date over (b) the amount distributed to the Senior Certificates and the Class M-1 Certificates on such Distribution Date pursuant to clauses (A) and (B) above, respectively, and (y) the M-2 Principal Distribution Amount for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero; and (F) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in subsection (c) of this Section, any Principal Distribution Amount for Pool 1 and Pool 2 remaining after application pursuant to clauses (A) through (E) above. (c) On each Distribution Date, the Securities Administrator shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (i) to the Senior Class X-0, Xxxxx X-0, Class M-1 and Class M-2 Certificates, pro ratain an amount equal to the Extra Principal Distribution Amount, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each caseif any, for such Class on date, distributable to such dateCertificates as part of the related Principal Distribution Amount, in accordance with Section 5.02(b); (ii) to payment of unpaid Carryforward Interest and Deferred Amounts on the Class X-0, Xxxxx X-0, Class M-1 and Class M-2 Certificates in the following order of priority: (A) concurrently, to the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective any Carryforward Interest for each such Class Principal Amountsand such Distribution Date; provided that any shortfalls will be allocated proportionately based on Carryforward Interest otherwise distributable on each such Class on such Distribution Date; (B) to the Class M-1 Certificates, the Senior Principal Distribution any (i) Carryforward Interest and (ii) Deferred Amount, until their respective in that order, for such Class Principal Amounts have been reduced and for such Distribution Date; and (C) to zero;the Class M-2 Certificates, any (i) Carryforward Interest and (ii) Deferred Amount, in that order, for such Class and for such Distribution Date. (iii) to the Reserve Fund, the amount of the Required Reserve Fund Deposit for such Distribution Date, and then from the Reserve Fund, to the extent of amounts on deposit therein, in the following order of priority: (A) concurrently, to the Class B-1 A-1 and Class A-2 Certificates, any applicable Net WAC Shortfall for each such Class and such Distribution Date; provided that amounts distributed from the Interest Distribution Amount Reserve Fund will be allocated proportionately between the Class A-1 and any accrued but unpaid Interest Shortfalls, in each case, Class A-2 Certificates based on the relative amounts of Net WAC Shortfalls for such Distribution Date for each such Class; (B) to the Class M-1 Certificates, any Net WAC Shortfalls for such Distribution Date; (C) to the Class M-2 Certificates, any Net WAC Shortfalls for such Distribution Date; and (D) to the Class X Certificate to the extent amounts on such datedeposit in the Reserve Fund after making distributions required under priorities (A) through (C) above exceed $10,000 and, on the Distribution Date on which the Class Principal Amount of each Class of LIBOR Certificates has been reduced to zero, the entire amount then on deposit in the Reserve Fund shall be distributed in respect of the Class X Certificate; (iv) concurrently, to the Class B-1 CertificatesMaster Servicer and the Trustee, any amounts reimbursable pursuant to Section 4.01(d) and not previously reimbursed to such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zeroparty; (v) to the Class B-2 CertificatesX Certificate, the Interest Distribution Class X Distributable Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date;Distribution Date, to the extent not otherwise deposited in the Reserve Fund pursuant to Section 5.02(c)(iii) hereof; and (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount R and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) , any amount remaining on such date after application pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statementclauses (i) through (v) above. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on On each Distribution Date, the Available Distribution AmountAmount for the related Mortgage Pool (in the case of the Senior Certificates) and for the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates), to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority:priority (in each case, to the extent of the remaining Available Distribution Amount): (i) Concurrently, (a) from the Available Distribution Amount for Pool 1, to the Senior Class 1-A-1 Certificates and Class 1-X-1 Certificates, concurrently, on a pro ratarata basis, based on their Interest Distribution Amounts, in each case such Class’s Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls for such Distribution Date and (b) from the Available Distribution Amount for Pool 2, to the Class 2-X-4, Class 2-A-1, Class 2-X-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-X-2 and Class 2-A-5 Certificates, concurrently, on a pro rata basis, based on their Interest Distribution Amounts, in each case, case such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls for such Class on such dateDistribution Date; (ii) (i) Concurrently, (a) from the Available Distribution Amount for Pool 1, prior to the Credit Support Depletion Date and on and after the Credit Support Depletion Date, to the Class 1-A-1 Certificates, the Senior Principal Distribution Amount for Pool 1, until the Class Principal Amount thereof has been reduced to zero and (b) from the Available Distribution Amount for Pool 2, prior to the Credit Support Depletion Date, the Senior Principal Distribution Amount for Pool 2 shall be distributed to the (a) Class 2-A-1 Certificates and Class 2-A-2 Certificates, (b) Class 2-A-3 Certificates and (c) Class 2-A-4 Certificates and Class 2-A-5 Certificates, concurrently, on a pro rata basis based on the Class Principal Amount or aggregate Class Principal Amount, as applicable, of such Classes prior to such Distribution Date, as follows: (A) to the Class 2-A-1 Certificates and Class 2-A-2 Certificates, sequentially, in that order, in each case until the Class Principal Amount thereof is reduced to zero; (B) to the Class 2-A-3 Certificates, until the Class Principal Amount thereof is reduced to zero; and (C) to the Class 2-A-4 Certificates and Class 2-A-5 Certificates, sequentially, in that order, in each case until the Class Principal Amount thereof is reduced to zero; notwithstanding the foregoing, on any Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount for Pool 2 shall be distributed to the Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates, concurrently, on a pro rata basis, in accordance with their respective Class Principal Amounts, until the Senior Principal Distribution Amount, until their respective aggregate Class Principal Amounts have Amount thereof has been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s ’ Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and To the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d)amounts. (b) On each Distribution Date on and after the Credit Support Depletion Date, the Interest Distribution Amounts shall be distributed as set forth in Section 5.02(a)(i) and each of the Senior Principal Distribution Amount Amounts shall be distributed to the Senior Certificates (other than in the Interestrelated Certificate Group as set forth in Section 5.02(a)(ii); provided that, if there is a shortfall on any Distribution Date in the distribution of the entire Interest Distribution Amount to the Class 1-Only Certificates) pro rata in accordance with their respective A-1, Class Principal Amounts1-X-1, Class 2-X-4, Class 2-A-1, Class 2-X-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-X-2 and Class 2-A-5 Certificates from the Available Distribution Amount for the related Mortgage Pool, any such shortfall shall be covered to the extent of the interest portion of the Available Distribution Amount for the non-related Mortgage Pool remaining after making interest distributions to the related Classes of Senior Certificates pursuant to Section 5.02(a)(i). (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum The portion of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount distributed to each Class of Certificates on each Distribution Date pursuant to clauses (a)(iv), (a)(vi), (a)(viii), (a)(x) and (a)(xii) above shall be allocated among reduced, in reverse order of priority, by the Classes amount of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to Capitalization Reimbursement Amount remaining for such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) aboveAmount. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. Net Prepayment Interest Shortfalls and Relief Act Shortfalls experienced by a Mortgage Pool on any Distribution Date will be allocated among each Class of related Senior Certificates entitled to distributions in respect of interest and to all Classes of Subordinate Certificates proportionately based on (1) in the case of the Pool 1 Certificates and Pool 2 Certificates, the amount of Net Prepayment Interest Shortfalls and Relief Act Shortfalls experienced by Pool 1 and Pool 2, respectively, and Current Interest otherwise distributable on the Pool 1 Certificates and Pool 2 Certificates, respectively, on such Distribution Date, and (2) in the case of the Subordinate Certificates, the amount of Net Prepayment Interest Shortfalls and Relief Act Shortfalls experienced by Pool 1 and Pool 2 and Current Interest otherwise distributable on the Subordinate Certificates based on the Apportioned Principal Balance for each such Mortgage Pool before taking into account any reductions in such amounts from Interest Shortfalls for such Distribution Date. (e) Notwithstanding the priority of distributions set forth in Section 5.02(a), if on any Distribution Date prior to the Credit Support Depletion Date (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the aggregate of the Class Principal Amounts of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero or will be reduced to zero after giving effect to distributions on such Distribution Date, then that portion of the Available Distribution Amount for each Mortgage Pool described in Section 5.02(a)(iii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in the other Certificate Group, in reduction of, and in proportion to, the Class Principal Amounts thereof. (f) Amounts distributed If, on any Distribution Date, any Certificate Group would constitute an Undercollateralized Group and the other Certificate Group would constitute an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for an Overcollateralized Group, to the extent remaining following distributions of interest and principal to the related Senior Certificates (of that Certificate Group, shall be distributed, up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group, to the Senior Certificates related to the Undercollateralized Group so that the aggregate Class Principal Amount of those Senior Certificates equals the Aggregate Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool, in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same manner and order of priority as such Senior Certificates would receive other than the Class LT-R Certificate) distributions of principal pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement5.02(a)(ii). (g) On For purposes of distributions provided in Section 5.02(a), each Distribution Date Mortgage Pool shall “relate” to the extent Senior Class of funds available the applicable related Certificate Group. (h) In the event that Initial Exchangeable Certificates are exchanged for Exchangeable Certificates as set forth on Appendix A to this Agreement, such Exchangeable Certificates shall be entitled to receive the proportionate share of interest and principal distributions, as applicable, that would otherwise be distributable on the related Initial Exchangeable Certificates, in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described order of priority assigned in clause (C) of the definition of “Available Distribution Amountthis Section 5.02.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (c), (k) and (cl), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-1 and Class X-2 Certificates and the Senior Certificates other than the Class X Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes of Senior Certificates Certificates, Components related to such Classes and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on each Class of Senior Certificates; provided, however, that on each Distribution Date, the amount of the Interest Distribution Amount that would otherwise be payable to the related Pool NAS Component, related Pool Companion Component or Class X-B Certificates will (A) in each casethe case of amounts otherwise payable to the related Pool NAS Component and related Pool Companion Component, be deposited in the related Sub Account of the Reserve Fund to the extent of any related Required Reserve Fund Deposit for such Distribution Date in the manner described herein, (B) in the case of amounts otherwise payable to the related Pool Companion Component after the payment of amounts, if any, described in clause (A) above, instead be paid to the related Pool NAS Component to the extent necessary to reimburse the related Pool NAS Component for any prior amounts not distributed to the related Pool NAS Component as a result of any reductions on the Interest Distribution Amount of the related Pool NAS Component resulting from Interest Shortfalls and (C) in the case of amounts otherwise payable to the Class on X-B Certificates, be deposited in the Class B-1 Sub Account of the Reserve Fund to the extent of any Class X-B Required Reserve Fund Deposit for such dateDistribution Date; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (a) sequentially to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero;; and (b) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount of such Class has been reduced to zero. (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the Class A-1 NAS Sub Account, Class A-1 Companion Sub Account, Class A-2 NAS Sub Account, Class A-2 Companion Sub Account and Class B-1 Sub Account, as applicable, concurrently, for payment to the Class A-1, Class A-2 and Class B-1 Certificates, as applicable, any related Net WAC Shortfalls for such date; (vi) To the Class X-1 Certificates, (A) from the Class A-1 Companion Sub Account of the Reserve Fund, the sum of all amounts deposited to the Class A-1 NAS Sub Account in excess of the first $1,000 deposited therein prior to such Distribution Date and not otherwise reimbursed to the Pool 1 NAS Component, including interest on such amounts, and (B) from the Class A-2 Companion Sub Account of the Reserve Fund, the sum of all amounts deposited to the Class A-2 NAS Sub Account in excess of the first $500 deposited therein prior to such Distribution Date and not otherwise reimbursed to the Pool 2 NAS Component, including interest on such amounts; (vii) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (vi) in the following order of priority: (A) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viB) to the Class B-2 Certificates, Certificates such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (viiC) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viiiD) to the Class B-3 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixE) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xF) to the Class B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiG) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xiiH) to the Class B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (I) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (xiiiJ) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (viii) To the Class A-R Certificate and the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be combined and distributed to the Senior Certificates (other than the Interest-Only remaining Classes of Certificates) , on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, in accordance with reduction of the Certificate Principal Amounts of the Certificates, pro rata (on the basis of their respective Class Principal Amounts), until such Certificate Principal Amounts have been reduced to zero; third, to pay any related Net WAC Shortfall; and fourth, to the Class A-R and Class LT-R Certificate, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(v) and (x) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(v) and (x) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(x) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-1 Certificates, the Securities Administrator will withdraw from the Class A-1 Companion Sub Account and the Class A-1 NAS Sub Account, in that order, the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (g) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-2 Certificates, the Securities Administrator will withdraw from the Class A-2 Companion Sub Account and the Class A-2 NAS Sub Account, in that order, the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (h) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class B-1 Certificates, the Securities Administrator will withdraw from the Class B-1 Sub Account, the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (i) On any Distribution Date and with respect to the Class X-1 Certificates, to the extent that any amounts otherwise payable to the Pool 1 NAS Component or Pool 2 NAS Component, as applicable, are used to make payments of any related Required Reserve Fund Deposit, the Securities Administrator will withdraw from the Class A-1 Companion Sub Account or Class A-2 Companion Sub Account, as applicable, to the extent of amounts on deposit in such Sub Accounts after withdrawals therefrom to cover any related Net WAC Shortfalls for such Distribution Date or previous Distribution Dates, the amount of such deposits for distribution on such Distribution Date as provided in Section 5.06. (j) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fk) Amounts distributed to Notwithstanding the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect priority of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Preliminary StatementCredit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools have been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed sequentially thereto in such order. (gl) On each If, on any Distribution Date Date, any Certificate Group would constitute an Undercollateralized Group and the other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions of funds available interest and principal to the related Senior Certificates of that Certificate Group, shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group to the Senior Certificates related to the Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal. (m) If, immediately after any Distribution AccountDate, the Paying Agent shall retain an amount equal to on deposit in any Sub Account of the Securities Administrator Fee and shall withdraw amounts equal to Reserve Fund exceeds the Trustee Fee and shall pay such amounts to the Trustee. In additioninitial deposit therein, the Securities Administrator shall will distribute such excess to the amounts described in clause (C) Holders of the definition of “Available Distribution AmountCertificates that deposited such amounts in the relevant Sub Account.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(h) and (ci), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Senior Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds on deposit in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the payment of the Interest Distribution Amount and any Interest Shortfalls for each Class of Senior Certificates; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (a) to the Class 1-A-1, Class 1-A-2 and Class A-R Certificates, the Senior Principal Distribution Amount for Pool 1, in the following order of priority: (A) to the Class A-R Certificates, until the Class Principal Amount of such Class has been reduced to zero; and (B) concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to until the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective Class Principal Amounts of such Classes have been reduced to zero; (b) to the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, the Senior Principal Distribution Amount for Pool 2, in the following order of priority: (A) to the Class 2-A-1 Certificates, until the Class Principal Amount of such Class has been reduced to zero; (B) to the Class 2-A-2 Certificates, until the Class Principal Amount of such Class has been reduced to zero; and (C) concurrently, to the Class 2-A-3 and Class 2-A-4 Certificates, pro rata, until the respective Class Principal Amounts of such Classes have been reduced to zero; (c) to the Class 3-A-1 Certificates, the Senior Principal Distribution Amount for Pool 3, until the Class Principal Amount of such Class has been reduced to zero; (d) to the Class 4-A-1 Certificates, the Senior Principal Distribution Amount for Pool 4, until the Class Principal Amount of such Class has been reduced to zero; and (e) to the Class 5-A-1 Certificates, the Senior Principal Distribution Amount for Pool 5, until the Class Principal Amount of such Class has been reduced to zero; (iii) To the Subordinate Certificates, as follows: (A) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (ivB) to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vC) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viD) to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (viiE) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viiiF) to the Class B-3 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixG) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xH) to the Class B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiI) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xiiJ) to the Class B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (K) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (xiiiL) to the Class LT-R Certificates and B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (iv) To the Class A-R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d)from the Mortgage Pools. (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be combined and distributed to the Senior Certificates (other than the Interest-Only remaining Classes of Certificates) , on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, in accordance with reduction of the Certificate Principal Amounts of the Certificates, pro rata (on the basis of their respective Class Principal Amounts), until such Certificate Principal Amounts have been reduced to zero; and third, to the Class A-R Certificate, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(iii) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(iii) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(v) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) [Reserved]. (g) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fh) Amounts distributed Notwithstanding the priority of distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Credit Support Depletion Date (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates (other than relating to one of the Mortgage Pools have been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the Class LT-R CertificatePrincipal Amounts thereof; provided, however, that any such amounts distributable to the Group 2 Certificates shall be distributed in accordance with the priorities set forth in Section 5.02(a)(ii)(b). (i) If, on any Distribution Date, any Certificate Group would constitute an Undercollateralized Group and any other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for a Overcollateralized Group, to the extent remaining following distributions of interest and principal to the related Senior Certificates of that Certificate Group, shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group to the Senior Certificates related to the Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal. If more than one Undercollateralized Group exists on any Distribution Date, the sum of the Interest Transfer Amounts and the Principal Transfer Amounts shall be allocated among such Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Principal Amount of the related Senior Certificates immediately prior to such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans in that Undercollateralized Group. If more than one Overcollateralized Group exists on any Distribution Date, reductions in the Available Distribution Amount for such Overcollateralized Groups to make the payments required to be made pursuant to this Section 5.02(i) on such Distribution Date shall be deemed to have first been distributed from made pro rata, on the Lower Tier REMIC to the Upper Tier REMIC in respect basis of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) Class Principal Amount of the definition of “Available Distribution Amountrelated Senior Certificates.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(h) and (ci), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Senior Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds on deposit in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in Shortfalls for each case, for such Class on such dateof Senior Certificates; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (a) sequentially, to the Class A-1 A-R and Class A-2 1-A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; (iiib) concurrently, to the Class B-1 2-A-1 and Class 2-A-2 Certificates, pro rata, the Interest Senior Principal Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution AmountPool 2, until its their respective Class Principal Amount has Amounts have been reduced to zero; (vc) concurrently, to the Class B-2 3-A-1 and Class 3-A-2 Certificates, pro rata, the Interest Senior Principal Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution AmountPool 3, until its their respective Class Principal Amount has Amounts have been reduced to zero; (viid) to the Class B-3 4-A-1 Certificates, the Interest Senior Principal Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution AmountPool 4, until its Class Principal Amount has been reduced to zero; and (xiiie) to the Class LT5-R Certificates and A-1 Certificates, the Senior Principal Distribution Amount for Pool 5, until its Class Principal Amount has been reduced to zero; (iii) To the Subordinate Certificates, as follows: (A) to the Class B-1 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (B) to the Class B-1 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (C) to the Class B-2 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (D) to the Class B-2 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (E) to the Class B-3 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (F) to the Class B-3 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (G) to the Class B-4 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (H) to the Class B-4 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (I) to the Class B-5 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; (J) to the Class B-5 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (K) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (L) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (iv) To the Class A-R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d)from the Mortgage Pools. (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be combined and distributed to the Senior Certificates (other than the Interest-Only remaining Classes of Certificates) , on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, in accordance with reduction of the Certificate Principal Amounts of the Certificates, pro rata (on the basis of their respective Class Principal Amounts), until such Certificate Principal Amounts have been reduced to zero; and third, to the Class A-R Certificate, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(iii) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(iii) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(v) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) [Reserved]. (g) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fh) Amounts distributed Notwithstanding the priority of distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Credit Support Depletion Date (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates (other than relating to one of the Mortgage Pools have been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the Class LT-R CertificatePrincipal Amounts thereof. (i) If, on any Distribution Date, any Certificate Group would constitute an Undercollateralized Group and any other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for a Overcollateralized Group, to the extent remaining following distributions of interest and principal to the related Senior Certificates of that Certificate Group, shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group to the Senior Certificates related to the Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal. If more than one Undercollateralized Group exists on any Distribution Date, the sum of the Interest Transfer Amounts and the Principal Transfer Amounts shall be allocated among such Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Principal Amount of the related Senior Certificates immediately prior to such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans in that Undercollateralized Group. If more than one Overcollateralized Group exists on any Distribution Date, reductions in the Available Distribution Amount for such Overcollateralized Groups to make the payments required to be made pursuant to this Section 5.02(i) on such Distribution Date shall be deemed to have first been distributed from made pro rata, on the Lower Tier REMIC to the Upper Tier REMIC in respect basis of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) Class Principal Amount of the definition of “Available Distribution Amountrelated Senior Certificates.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(g) and (c5.02(h), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A Certificates and the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Trustee from funds in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls with respect to each class of Senior Certificates (other than the Class X Certificates) and the Components, with, subject to the proviso set forth below, (x) all amounts payable in respect of Component XB1, Component XB2 and Component XB3 being payable to the Class X-B Certificates and (y) all amounts payable in respect of the X-A1 Component and the X-A2 Component being payable to the Class X-A Certificates; provided, however, that on each caseDistribution Date, amounts that would otherwise be payable to the Class X-A or Class X-B Certificates under this clause (a)(i) will (A) in the case of amounts otherwise payable to the Class X-A Certificates in respect of the X-A1 Component, be paid to the Class A-1 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-1 Certificates as of such Distribution Date, (B) in the case of amounts otherwise payable to the Class on X-A Certificates in respect of the X-A2 Component, be paid to the Class A-2 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-2 Certificates as of such dateDistribution Date and (C) in the case of amounts otherwise payable to the Class X-B Certificates, be paid to the Class B-1, Class B-2 and Class B-3 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class B-1, Class B-2 and Class B-3 Certificates, respectively, as of such Distribution Date; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (a) sequentially to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; (iiib) to the Class B-1 A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until its Class Principal Amount has been reduced to zero; and (c) to the Class A-3 Certificates, the Senior Principal Distribution Amount for Pool 3, until its Class Principal Amount has been reduced to zero. (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1, Class B-2 and Class B-3 Certificates, sequentially, in that order, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 B-1, Class B-2 and Class B-3 Certificates, sequentially, in that order, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iv) in the following order of priority: (a) to the Class B-2 B-4 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date; (vib) to the Class B-2 B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (viic) to the Class B-3 B-5 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date; (viiid) to the Class B-3 B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixe) to the Class B-4 B-6 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date;; and (xf) to the Class B-4 B-6 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xivi) to To the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LTA-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). Amounts that would have been distributed in respect of the Class X-A and Class X-B Certificates, but for the proviso set forth in clause (a)(i) above shall be treated as having been distributed to the Class X-A Certificates (in respect of the X-A1 Component, in the case of payments to the Class A-1 Certificates, or the X-A2 Component, in the case of payments to the Class A-2 Certificates) and the Class X-B Certificates, as the case may be, for purposes of determining subsequent Interest Shortfalls with respect to the Class X-B Certificates and the Components of the Class X-A Certificates. (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be distributed to the Senior remaining Classes of Certificates of the related Certificate Group (and to the related Components of the Class X-A Certificates) on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; provided, however, that on each Distribution Date with respect to the Class A-1 or Class A-2 Certificates (other than as applicable) (x) the Interestamount of the Interest Distribution Amount that would otherwise be payable to the X-Only A1 Component will be paid to the Class A-1 Certificates to the extent of any Basis Risk Shortfalls or Unpaid Basic Risk Shortfalls for the Class A-1 Certificates and (y) the amount of the Interest Distribution Amount that would otherwise be payable to the X-A2 Component will be paid to the Class A-2 Certificates to the extent of any Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls for the Class A-2 Certificates; second, to pay the Senior Principal Distribution Amount for such Mortgage Pool; and third, to the Class A-R Certificate, any remaining Available Distribution Amount from such Mortgage Pool. Amounts that would have been distributed in respect of the X-A1 Component or the X-A2 Component but for the proviso set forth in this Section 5.02(b) pro rata in accordance shall be treated as having been distributed to such Components for purposes of determining subsequent Interest Shortfalls with their respective Class Principal Amountsrespect to such Components. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(iv) and Section 5.02(a)(v) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(iv) and Section 5.02(a)(v) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(vi) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in this Section 5.02, each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group, the X-A1 Component shall be related to Pool 1 and the X-A2 Component shall be related to Pool 2. (f) For purposes of distributions of interest in paragraph (a) of this Section 5.02(a) 5.02 such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fg) Amounts distributed to Notwithstanding the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect priority of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC distributions set forth in paragraph (a) of this Section 5.02, if on any Distribution Date prior to the Preliminary StatementCredit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero, then that portion of the Available Distribution Amount for such Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates on a pro rata basis in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed sequentially thereto in such order. (gh) On each If, on any Distribution Date Date, any Certificate Group or Groups would constitute an Undercollateralized Group and the other Certificate Group or Groups constitute an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group or Groups, to the extent remaining following distributions of funds available interest and principal to the related Senior Certificates of that Certificate Group or Groups and to the Components of the Class X-A Certificates, if any, related to the Overcollateralized Group or Groups, shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group or Groups to the Senior Certificates related to the Undercollateralized Group or Groups and to the Components of the Class X-A Certificates related to the Undercollateralized Group or Groups in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee same order and shall withdraw amounts equal to the Trustee Fee and shall pay priority as such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) Certificates would receive other distributions of the definition of “Available Distribution Amountprincipal.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(h) and (c5.02(i), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A-1 and Class X-A-2 Certificates and the Senior Certificates other than the Class X Certificates) and both Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Trustee from funds in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls with respect to each class of Senior Certificates (other than the Class X Certificates) and the Components, with, subject to the proviso set forth below, (x) all amounts payable in respect of Component XB1, Component XB2 and Component XB3 being payable to the Class X-B Certificates, (y) all amounts payable in respect of the Pool 1 NAS Component and the Pool 2 NAS Component being payable to the Class X-A-1 Certificates and (z) all amounts payable in respect of the Pool 1 Companion Component and the Pool 2 Companion Component being payable to the Class X-A-2 Certificates; provided, however, that on each caseDistribution Date, amounts that would otherwise be payable to the Class X-A-1, Class X-A-2 or Class X-B Certificates under this clause (a)(i) will (A) in the case of amounts otherwise payable to the Class X-A-1 or Class X-A-2 Certificates in respect of the Pool 1 NAS Component or Pool 1 Companion Component, be paid to the Class A-1 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-1 Certificates as of such Distribution Date, (B) in the case of amounts otherwise payable to the Class on X-A-1 and Class X-A-2 Certificates in respect of the Pool 2 NAS Component or Pool 2 Companion Component, be paid to the Class A-2 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-2 Certificates as of such dateDistribution Date, (C) in the case of amounts otherwise payable to the Class X-B Certificates, be paid to the Class B-1, Class B-2 and Class B-3 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class B-1, Class B-2 and Class B-3 Certificates, respectively, as of such Distribution Date, (D) in the case of amounts otherwise payable to the Class X-A-2 Certificates in respect of the Pool 1 Companion Component, be paid to the Class X-A-1 Certificates in respect of the Pool 1 NAS Component to the extent of any previously unreimbursed amounts not distributed in respect of the Pool 1 NAS Component as a result of clause (A) above or as a result of the Current Interest Restriction and (E) in the case of amounts otherwise payable to the Class X-A-2 Certificates in respect of the Pool 2 Companion Component, be paid to the Class X-A-1 Certificates in respect of the Pool 2 NAS Component to the extent of any previously unreimbursed amounts not distributed in respect of the Pool 2 NAS Component as a result of clause (B) above or as a result of the Current Interest Restriction; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (a) sequentially to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero;; and (iiib) to the Class B-1 A-2 Certificates, the Interest Senior Principal Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution AmountPool 2, until its Class Principal Amount has been reduced to zero; (v) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (c), (l) and (cm), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Senior Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in Shortfalls on each case, for such Class on such dateof Senior Certificates of the Related Certificate Group; (ii) Concurrently, to the Senior Certificates of the Related Certificate Group, from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) first, to the Class A-1 and Class A-2 1-AR Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution AmountAmount for Pool 1, until their Class Principal Amount has been reduced to zero, and second, pro rata, to the Class 1-A1 and Class 1-A2 Certificates, the Senior Principal Distribution Amount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; (B) pro rata, to the Class 2-A1 and Class 2-A2 Certificates, the Senior Principal Distribution Amount for Pool 2, until their respective Class Principal Amounts have been reduced to zero; (C) pro rata, to the Class 3-A1 and Class 3-A2 Certificates, the Senior Principal Distribution Amount for Pool 3, until their respective Class Principal Amounts have been reduced to zero; (D) pro rata, to the Class 4-A1 and Class 4-A2 Certificates, the Senior Principal Distribution Amount for Pool 4, until their respective Class Principal Amounts have been reduced to zero; (E) pro rata, to the Class 5-A1 and Class 5-A2 Certificates, the Senior Principal Distribution Amount for Pool 5, until their respective Class Principal Amounts have been reduced to zero; (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ’ Subordinate Class Percentage of the 213965 Sequoia 2007-1 Pooling and Servicing Agmt. aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (iv) above, to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (v) above, to the Class B-2 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (vi) above, to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (vii) above, to the Class B-3 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ix) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (viii) above, to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (ix) above, to the Class B-4 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xi) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (x) above, to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (xi) above, to the Class B-5 Certificates, such Class’s ’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; and213965 Sequoia 2007-1 Pooling and Servicing Agmt. (xiii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (xii) above, to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class on such date; (xiv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (xiii) above, to the Class B-6 Certificates, such Class’ Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xv) To the Class 1-AR Certificate and the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for the Mortgage Pools shall be combined and distributed to the Senior Certificates (other than remaining Classes of Certificates, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay principal on a pro rata in accordance with their respective basis; and third, to the Class Principal Amounts1-AR and Class LT-R Certificates, any remaining Available Distribution Amount from such Mortgage Pool or Mortgage Pools. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum aggregate of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(xv) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall “relate” to the Senior Class or Classes of the applicable Related Certificate Group. (f) [Reserved]. (g) [Reserved]. (h) [Reserved]. 213965 Sequoia 2007-1 Pooling and Servicing Agmt. (i) [Reserved]. (j) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fk) Amounts distributed to [Reserved]. (l) Notwithstanding the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect priority of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Preliminary StatementCredit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the aggregate Class Principal Amount of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in the other Certificate Group, in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class 1-AR, Class 1-A1 and Class 1-A2 Certificates shall be distributed first, to the Class 1-AR Certificates and, second, pro rata, to the Class 1-A1 and Class 1-A2 Certificates. (gm) On each If, on any Distribution Date Date, any Certificate Group would constitute an Undercollateralized Group and the other Certificate Group or Certificate Groups constitute an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for an Overcollateralized Group, to the extent remaining following distributions of funds available interest and principal to the related Senior Certificates of that Certificate Group shall be distributed, up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group or Undercollateralized Groups, to the Senior Certificates related to the Undercollateralized Group or Undercollateralized Groups, in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee same order and shall withdraw amounts equal to the Trustee Fee and shall pay priority as such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) Certificates would receive other distributions of the definition of “Available Distribution Amountprincipal.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(h) and (ci), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Senior Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds on deposit in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the payment of the Interest Distribution Amount and any Interest Shortfalls for each Class of Senior Certificates; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (a) to the Class A-R, Class 1-A-1 and Class 1-A-2 Certificates, the Senior Principal Distribution Amount for Pool 1, sequentially, in the following order of priority: (i) to the Class A-R Certificates, until its Class Principal Amount has been reduced to zero; and (ii) concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such until their respective Class on such datePrincipal Amounts have been reduced to zero; (iib) to the Class 2-A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution AmountAmount for Pool 2, until its Class Principal Amount has been reduced to zero; (c) to the Class 3-A-1, Class 3-A-2 and Class 3-A-3 Certificates, the Senior Principal Distribution Amount for Pool 3, concurrently, as follows: (i) 82.0000000000% to the Class 3-A-1 Certificates, until its Class Principal Amount has been reduced to zero; and (ii) 17.2594284607%, sequentially, to the Class 3-A-2 and Class 3-A-3 Certificates, in that order, until their respective Class Principal Amounts have been reduced to zero; (d) to the Class 4-A-1 Certificates, the Senior Principal Distribution Amount for Pool 4, until its Class Principal Amount has been reduced to zero; and (e) concurrently, to the Class 5-A-1 and Class 5-A-2 Certificates, pro rata, the Senior Principal Distribution Amount for Pool 5, until their respective Class Principal Amounts have been reduced to zero; (iii) To the Subordinate Certificates, as follows: (A) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (ivB) to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vC) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viD) to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (viiE) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viiiF) to the Class B-3 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixG) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xH) to the Class B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiI) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xiiJ) to the Class B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (K) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (xiiiL) to the Class LT-R Certificates and B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (iv) To the Class A-R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d)from the Mortgage Pools. (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be combined and distributed to the Senior Certificates (other than the Interest-Only remaining Classes of Certificates) , on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, in accordance with reduction of the Certificate Principal Amounts of such Certificates, pro rata (on the basis of their respective Class Principal Amounts), until such Certificate Principal Amounts have been reduced to zero; and third, to the Class A-R Certificate, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(iii) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(iii) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(iv) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in Section 5.02(a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) [Reserved]. (g) For purposes of distributions of interest in pursuant to Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fh) Amounts distributed Notwithstanding the priority of distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Credit Support Depletion Date (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates (other than relating to one of the Mortgage Pools have been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the Class LT-R CertificatePrincipal Amounts thereof. (i) If, on any Distribution Date, any Certificate Group would constitute an Undercollateralized Group and any other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for such Overcollateralized Group, to the extent remaining following distributions of interest and principal to the related Senior Certificates of that Certificate Group, shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for such Undercollateralized Group to the Senior Certificates related to that Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal. If more than one Undercollateralized Group exists on any Distribution Date, the sum of the Interest Transfer Amounts and the Principal Transfer Amounts shall be allocated among such Undercollateralized Groups, pro rata, on the basis of the amount by which the aggregate Class Principal Amount of the related Senior Certificates immediately prior to such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans in that Undercollateralized Group. If more than one Overcollateralized Group exists on any Distribution Date, reductions in the Available Distribution Amount for such Overcollateralized Groups to make the payments required to be made pursuant to this Section 5.02(i) on such Distribution Date shall be deemed to have first been distributed from made pro rata, on the Lower Tier REMIC to the Upper Tier REMIC in respect basis of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) Class Principal Amount of the definition of “Available Distribution Amountrelated Senior Certificates.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(h) and (c5.02(i), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A-1 and Class X-A-2 Certificates and the Senior Certificates other than the Class X Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Trustee from funds in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls with respect to each class of Senior Certificates (other than the Class X Certificates) and the Components, with, subject to the proviso set forth below, (x) all amounts payable in respect of Component XB1 and Component XB2 being payable to the Class X-B Certificates, (y) all amounts payable in respect of the Pool 1 NAS Component and the Pool 2 NAS Component being payable to the Class X-A-1 Certificates and (z) all amounts payable in respect of the Pool 1 Companion Component and the Pool 2 Companion Component being payable to the Class X-A-2 Certificates; provided, however, that on each caseDistribution Date, amounts that would otherwise be payable to the Class X-A-1, Class X-A-2 or Class X-B Certificates under this clause (a)(i) will (A) in the case of amounts otherwise payable to the Class X-A-1 or Class X-A-2 Certificates in respect of the Pool 1 NAS Component or Pool 1 Companion Component, be paid to the Class A-1 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-1 Certificates as of such Distribution Date, (B) in the case of amounts otherwise payable to the Class on X-A-1 and Class X-A-2 Certificates in respect of the Pool 2 NAS Component or Pool 2 Companion Component, be paid to the Class A-2 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-2 Certificates as of such dateDistribution Date, (C) in the case of amounts otherwise payable to the Class X-B Certificates, be paid to the Class B-1 and Class B-2 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class B-1 and Class B-2 Certificates, respectively, as of such Distribution Date, (D) in the case of amounts otherwise payable to the Class X-A-2 Certificates in respect of the Pool 1 Companion Component, be paid to the Class X-A-1 Certificates in respect of the Pool 1 NAS Component to the extent of any previously unreimbursed amounts not distributed in respect of the Pool 1 NAS Component as a result of clause (A) above or as a result of the Current Interest Restriction and (E) in the case of amounts otherwise payable to the Class X-A-2 Certificates in respect of the Pool 2 Companion Component, be paid to the Class X-A-1 Certificates in respect of the Pool 2 NAS Component to the extent of any previously unreimbursed amounts not distributed in respect of the Pool 2 NAS Component as a result of clause (B) above or as a result of the Current Interest Restriction; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (a) sequentially to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; (iiib) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until its Class Principal Amount has been reduced to zero; and (c) to the Class A-3A and Class A-3B Certificates, the Senior Principal Distribution Amount for Pool 3 as follows: to the Class A-3A Certificates until its Class Principal Amount has been reduced to zero and then to the Class A-3B Certificates until its Class Principal Amount has been reduced to zero. (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 and Class B-2 Certificates, sequentially, in that order, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 and Class B-2 Certificates, sequentially, in that order, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iv) in the following order of priority: (A) to the Class B-2 B-3 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date; (viB) to the Class B-2 B-3 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (viiC) to the Class B-3 B-4 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date; (viiiD) to the Class B-3 B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixE) to the Class B-4 B-5 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date;; and (xF) to the Class B-4 B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiG) to the Class B-5 B-6 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date;; and (xiiH) to the Class B-5 B-6 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution Amount, Amount for each Mortgage Pool until its Class Principal Amount has been reduced to zero; and; (xiiivi) to To the Class LTA-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). Amounts paid to the Class A-1 Certificates on any Distribution Date pursuant to the proviso in clause (a)(i)(A) above shall reduce amounts otherwise payable on such Distribution Date in respect of the Pool 1 Companion Component before reducing any amounts otherwise payable to the Pool 1 NAS Component. Amounts paid to the Class A-2 Certificates on any Distribution Date pursuant to the proviso in clause (a)(i)(B) above shall reduce amounts otherwise payable on such Distribution Date in respect of the Pool 2 Companion Component before reducing any amounts otherwise payable to the Pool 2 NAS Component. Amounts that would have been distributed in respect of the Class X-A-1, Class X-A-2 and Class X-B Certificates, but for the proviso set forth in clause (a)(i) above shall, except for purposes of determining unreimbursed amounts under clauses (a)(i)(D) and (E) above, be treated as having been distributed to the Class X-A-1, Class X-A-2 and Class X-B Certificates, as the case may be, for purposes of determining subsequent Interest Shortfalls with respect to the Class X-A-1, Class X-A-2 and Class X-B Certificates. (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be distributed to the Senior remaining Classes of Certificates of the related Certificate Group and, in the case of Certificate Group 1 or Certificate Group 2, in respect of the Class X-A-1 and Class X-A-2 Certificates, as the case may be, on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; provided, however, that on each Distribution Date with respect to the Class A-1 or Class A-2 Certificates (other than as applicable) (x) the Interestamount of the Interest Distribution Amount that would otherwise be payable to the related Pool Companion Component or Pool NAS Component (in that order) will be paid to the Class A-1 or Class A-2 Certificates (as applicable) to the extent of any Basis Risk Shortfalls for the Class A-1 or Class A-2 Certificates (as applicable) and (y) the amount of the Interest Distribution Amount that would otherwise be payable on the related Pool Companion Component (after the application of clause (x) above) will be payable to the related Pool NAS Component to the extent of any remaining unreimbursed amounts otherwise payable to the related Pool NAS Component that were distributed to the Class A-1 or Class A-2 Certificates (as applicable) in respect of Basis Risk Shortfalls or that were not paid with respect to the related Pool NAS Component as a result of the Current Interest Restriction; second, to pay the Senior Principal Distribution Amount for such Mortgage Pool; and third, to the Class A-Only R Certificate, any remaining Available Distribution Amount from such Mortgage Pool. Amounts paid to the Class A-1 Certificates on any Distribution Date pursuant to the proviso in this clause (b) shall reduce amounts otherwise payable on such Distribution Date in respect of the Pool 1 Companion Component before reducing any amounts otherwise payable to the Pool 1 NAS Component. Amounts paid to the Class A-2 Certificates on any Distribution Date pursuant to the proviso in this clause (b) shall reduce amounts otherwise payable on such Distribution Date in respect of the Pool 2 Companion Component before reducing any amounts otherwise payable to the Pool 2 NAS Component. Amounts that would have been distributed in respect of the Class X-A-1 or Class X-A-2 Certificates but for the proviso set forth in this Section 5.02(b) shall, except for purposes of determining unreimbursed amounts under clause (b)(y) above, be treated as having been distributed to the Class X-A-1 or Class X-A-2 Certificates) pro rata in accordance , as the case may be, for purposes of determining subsequent Interest Shortfalls with their respective respect to the Class Principal AmountsX-A-1 or Class X-A-2 Certificates. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(iv) and Section 5.02(a)(v) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(iv) and Section 5.02(a)(v) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(vi) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a) of this Section 5.02, each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) For purposes of distributions of interest in paragraph (a) of this Section 5.02(a) 5.02 such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fg) Amounts distributed to Notwithstanding the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect priority of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC distributions set forth in paragraph (a) of this Section 5.02, if on any Distribution Date prior to the Preliminary StatementCredit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero, then that portion of the Available Distribution Amount for such Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any (x) such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed sequentially thereto in such order and (y) any such amounts distributable to the Class A-3A and Class A-4B Certificates shall be distributed sequentially thereto in such order. (gh) On each If, on any Distribution Date Date, any Certificate Group or Groups would constitute an Undercollateralized Group and the other Certificate Group or Groups constitute an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group or Groups, to the extent remaining following distributions of funds available interest and principal to the related Senior Certificates of that Certificate Group or Groups and, in the Distribution Accountcase of Certificate Group 1 or Certificate Group 2, the Paying Agent shall retain an amount equal to the Securities Administrator Fee Components of the Class X-A-1 and shall withdraw amounts equal Class X-A-2 Certificates, if any, related to the Trustee Fee and Undercollateralized Group or Groups, shall pay such amounts be distributed up to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) sum of the definition Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group or Groups to the Senior Certificates related to the Undercollateralized Group or Groups and to the Components of “Available Distribution Amountthe Class X-A-1 and Class X-A-2 Certificates related to the Undercollateralized Group or Groups in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on On each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Senior Certificates and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, payment of the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in Shortfalls on each case, for such Class on such dateof Senior Certificates; (ivii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of priority (i) above, as follows: (A) first, to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of A-R Certificate until the Subordinate Principal Distribution Amount, until its Class Principal Amount thereof has been reduced to zero, and second to the Class I-A Certificates, an amount up to the Senior Principal Distribution Amount for Pool 1, until the Class Principal Amount thereof has been reduced to zero; (vB) to the Class B-2 II-A-1 and Class II-A-2 Certificates, pro rata, an amount up to the Interest Senior Principal Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution AmountPool 2, until its the respective Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has Amounts thereof have been reduced to zero; and (xiiiC) to the Class LTIII-R A Certificates and the Class R Certificates, any remaining an amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, up to the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)for Pool 3, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on until the Class Principal Amounts of the respective Classes immediately prior Amount thereof has been reduced to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) abovezero. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on On each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, as Paying Agent, based solely on the information set forth in the Remittance Report, shall be withdrawn by the Paying Agent withdraw from funds in the Distribution Account that portion of the Available Distribution Amount equal to the Interest Remittance Amount for that Distribution Date and allocated among make the Classes of Senior Certificates following disbursements and Subordinate Certificates transfers in the following order of prioritypriority in each case, to the extent of the Interest Remittance Amount remaining for such Distribution Date: (i) to the Supplemental Interest Trust Account, for payment to the Swap Provider pursuant to Section 5.09(a), any Net Swap Payment payable to the Swap Provider and any Swap Termination Payments payable to the Swap Provider, other than a Swap Termination Payment resulting from a Swap Provider Trigger Event; (ii) concurrently to each Class of Senior Certificates, the related Interest Distribution Amount, on a pro ratarata basis based on such Interest Distribution Amount; (iii) concurrently to each Class of Senior Certificates, the related unpaid Interest Shortfall, if any, for each such Class’s Class for such Distribution Date on a pro rata basis based on such unpaid Interest Shortfall; (iv) to the Class M-1 Certificates, the related Interest Distribution Amount for such Class of Certificates; (v) to the Class M-2 Certificates, the related Interest Distribution Amount for such Class of Certificates; (vi) to the Class M-3 Certificates, the related Interest Distribution Amount for such Class of Certificates; (vii) to the Class M-4 Certificates, the related Interest Distribution Amount for such Class of Certificates; (viii) to the Class M-5 Certificates, the related Interest Distribution Amount for such Class of Certificates; (ix) to the Class M-6 Certificates, the related Interest Distribution Amount for such Class of Certificates; (x) to the Class B-1 Certificates, the related Interest Distribution Amount for such Class of Certificates; (xi) to the Class B-2 Certificates, the related Interest Distribution Amount for such Class of Certificates; and (xii) to the Class B-3 Certificates, the related Interest Distribution Amount for such Class of Certificates. Any Interest Distribution Amount remaining undistributed after giving effect to subclauses (i) through (xii) above shall be used in determining the amount of Net Monthly Excess Cashflow, if any, for such Distribution Date. (b) On each Distribution Date, the Securities Administrator shall withdraw from the Distribution Account the Available Distribution Amount for such Distribution Date and make the following disbursements and transfers in the following order of priority in each case, to the extent of the Principal Distribution Amount: (i) On each Distribution Date (a) prior to the Step-Down Date or (b) on which a Trigger Event is in effect, the Securities Administrator will withdraw from the Distribution Account that portion of the Available Distribution Amount equal to the Principal Distribution Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Principal Distribution Amount remaining for such Distribution Date: (1) To the Supplemental Interest Trust Account, for payment to the Swap Provider pursuant to Section 5.09(a), any Net Swap Payment payable to the Swap Provider and any accrued but unpaid Interest ShortfallsSwap Termination Payments payable to the Swap Provider, other than a Swap Termination Payment resulting from a Swap Provider Trigger Event, in each case, for such Class on such dateto the extent unpaid pursuant to Section 5.02(a)(i) above; (ii2) to the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective rata, based on Class Principal Amounts, the Senior Principal Distribution Amount, until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount of each such class has been reduced to zero; (v3) to the Class B-2 M-1 Certificates, until the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount thereof has been reduced to zero; (vii4) to the Class B-3 M-2 Certificates, until the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount thereof has been reduced to zero; (ix5) to the Class B-4 M-3 Certificates, until the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount thereof has been reduced to zero; (xi6) to the Class B-5 M-4 Certificates, until the Interest Distribution Class Principal Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such datethereof has been reduced to zero; (xii7) to the Class B-5 M-5 Certificates, such Class’s Subordinate Class Percentage of until the Subordinate Principal Distribution Amount, until its Class Principal Amount thereof has been reduced to zero; (8) to the Class M-6 Certificates, until the Class Principal Amount thereof has been reduced to zero; (9) to the Class B-1 Certificates, until the Class Principal Amount thereof has been reduced to zero; (10) to the Class B-2 Certificates, until the Class Principal Amount thereof has been reduced to zero; and (xiii11) to the Class LT-R Certificates and B-3 Certificates, until the Class R CertificatesPrincipal Amount thereof has been reduced to zero. (ii) On each Distribution Date (a) on or after the Step-Down Date and (b) on which a Trigger Event is not in effect, any remaining amount the Securities Administrator will withdraw from the Distribution Account that portion of the Available Distribution Amount allocated as provided equal to the Principal Distribution Amount for such Distribution Date, and make the following disbursements and transfers in Section 5.02(d).the order of priority described below: (b1) On to the Supplemental Interest Trust Account, for payment to the Swap Provider pursuant to Section 5.09(a), any Net Swap Payment payable to the Swap Provider and any Swap Termination Payments payable to the Swap Provider, other than a Swap Termination Payment resulting from a Swap Provider Trigger Event, in each Distribution Date on case, to the extent unpaid pursuant to Section 5.02(a)(i) above (2) to the Class A-1 and after the Credit Support Depletion DateClass A-2 Certificates, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such ClassDate, pro rata, based on Class Principal Amount, until the Class Principal Amounts Amount of each such Class has been reduced to zero; (3) to the Class M-1 Certificates, the related Mezzanine Class Principal Distribution Amount for such Distribution Date, until the Class Principal Amount thereof has been reduced to zero; (4) to the Class M-2 Certificates, the related Mezzanine Class Principal Distribution Amount for such Distribution Date, until the Class Principal Amount thereof has been reduced to zero; (5) to the Class M-3 Certificates, the related Mezzanine Class Principal Distribution Amount for such Distribution Date, until the Class Principal Amount thereof has been reduced to zero; (6) to the Class M-4 Certificates, the related Mezzanine Class Principal Distribution Amount for such Distribution Date, until the Class Principal Amount thereof has been reduced to zero; (7) to the Class M-5 Certificates, the related Mezzanine Class Principal Distribution Amount for such Distribution Date, until the Class Principal Amount thereof has been reduced to zero; (8) to the Class M-6 Certificates, the related Mezzanine Class Principal Distribution Amount for such Distribution Date, until the Class Principal Amount thereof has been reduced to zero; (9) to the Class B-1 Certificates, the related Subordinate Class Principal Distribution Amount for such Distribution Date, until the Class Principal Amount thereof has been reduced to zero; (10) to the Class B-2 Certificates, the related Subordinate Class Principal Distribution Amount for such Distribution Date, until the Class Principal Amount thereof has been reduced to zero; and (11) to the Class B-3 Certificates, the related Subordinate Class Principal Distribution Amount for such Distribution Date, until the Class Principal Amount thereof has been reduced to zero; Any Principal Distribution Amount remaining undistributed after giving effect to clauses (b)(i)(1)-(11) and (b)(ii)(1)-(11) above shall be used in determining the amount of Net Monthly Excess Cashflow, if any, for such Distribution Date. (c) On each Distribution Date, the Net Monthly Excess Cashflow shall be distributed as follows: (1) to the Holders of the respective Class or Classes immediately prior of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Overcollateralization Increase Amount, payable to such Holders as part of the Principal Distribution Amount, and applied in the same amount and order of priority as payments of principal would otherwise be applied on such Distribution Date to reduce the Class Principal Amount of such Certificates until the aggregate Class Principal Amount of such Classes of Certificates is reduced to zero; (2) concurrently, to the Holders of each Class of Senior Certificates, the related unpaid Interest Distribution Amount for each such Class of Senior Certificates and shall be distributed Distribution Date, if any, pro rata, based on such Interest Distribution Amount; (3) concurrently to each Class of Senior Certificates, the related unpaid Interest Shortfall for each such Class for such Distribution Date, if any, pro rata, based on such unpaid Interest Shortfall; (4) to the Class A-1 Certificates, any Unpaid Realized Loss Amount allocable to such Class of Certificates; (5) to the Class A-2 Certificates, any Unpaid Realized Loss Amount allocable to such Class of Certificates; (6) to the Class M-1 Certificates, first, any unpaid Interest Distribution Amount for such Class and Distribution Date and then, any unpaid Interest Shortfall allocable to such Class of Certificates; (7) to the Class M-1 Certificates, any Unpaid Realized Loss Amount allocable to such Class of Certificates; (8) to the Class M-2 Certificates, first, any unpaid Interest Distribution Amount for such Class and Distribution Date and then, any unpaid Interest Shortfall allocable to such Class of Certificates; (9) to the Class M-2 Certificates, any Unpaid Realized Loss Amount allocable to such Class of Certificates; (10) to the Class M-3 Certificates, first, any unpaid Interest Distribution Amount for such Class and Distribution Date and then, any unpaid Interest Shortfall allocable to such Class of Certificates; (11) to the Class M-3 Certificates, any Unpaid Realized Loss Amount allocable to such Class of Certificates; (12) to the Class M-4 Certificates, first, any unpaid Interest Distribution Amount for such Class and Distribution Date and then, any unpaid Interest Shortfall allocable to such Class of Certificates; (13) to the Class M-4 Certificates, any Unpaid Realized Loss Amount allocable to such Class of Certificates; (14) to the Class M-5 Certificates, first, any unpaid Interest Distribution Amount for such Class and Distribution Date and then, any unpaid Interest Shortfall allocable to such Class of Certificates; (15) to the Class M-5 Certificates, any Unpaid Realized Loss Amount allocable to such Class of Certificates; (16) to the Class M-6 Certificates, first, any unpaid Interest Distribution Amount for such Class and Distribution Date and then, any unpaid Interest Shortfall allocable to such Class of Certificates; (17) to the Class M-6 Certificates, any Unpaid Realized Loss Amount allocable to such Class of Certificates; (18) to the Class B-1 Certificates, first, any unpaid Interest Distribution Amount for such Class and Distribution Date and then, any unpaid Interest Shortfall allocable to such Class of Certificates; (19) to the Class B-1 Certificates, any Unpaid Realized Loss Amount allocable to such Class of Certificates; (20) to the Class B-2 Certificates, first, any unpaid Interest Distribution Amount for such Class and Distribution Date and then, any unpaid Interest Shortfall allocable to such Class of Certificates; (21) to the Class B-2 Certificates, any Unpaid Realized Loss Amount allocable to such Class of Certificates; (22) to the Class B-3 Certificates, first, any unpaid Interest Distribution Amount for such Class and Distribution Date and then, any unpaid Interest Shortfall allocable to such Class of Certificates; (23) to the Class B-3 Certificates, any Unpaid Realized Loss Amount allocable to such Class of Certificates; (24) to the Certificates, an amount equal to the aggregate Basis Risk Shortfall Carryover Amounts for the Certificates and Distribution Date, payable in accordance with the sequential order provided priority set forth in Section 5.02(a) above. (25) to the Securities Administrator, the Custodians or the Trustee in respect of any unreimbursed expenses and indemnifications owing thereto permitted pursuant to this Agreement; (26) to the Supplemental Interest Trust Account, for payment to the Swap Provider pursuant to Section 5.09(a), any unpaid Swap Termination Payment payable to the Swap Provider; (27) to the Holders of the Class CE Certificates, the Class CE Distribution Amount on such Distribution Date; and (28) to the Residual Certificates, any remaining amount, to the extent attributable to the Middle-Tier REMIC1 or Master REMIC and otherwise to the 1-LT-R Interest. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii5.02(c)(28) on any Distribution Date shall be allocated among the related REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) The Securities Administrator shall distribute the Redemption Price of any optional termination pursuant to Section 7.01(c) in excess of the Par Value to the holders of the related Uncertificated Interest. (f) For purposes of distributions of interest in pursuant to Section 5.02(a) 5.02 such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interestthe Interest Distribution Amount; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On the Closing Date, the Securities Administrator shall establish an account (the “Class P Reserve Fund”), which shall be an Eligible Account. The Class P Reserve Fund shall be entitled “Class P Reserve Fund, U.S. Bank, as Trustee for the benefit of the holders of the JPALT 2007-S1 Class P Certificates.” On the Closing Date the Depositor will deposit $100 into the Class P Reserve Fund. On each Distribution Date, the Securities Administrator, as Paying Agent, shall distribute the aggregate of all Prepayment Premiums for the Mortgage Loans collected or paid by the Servicers and received by the Securities Administrator with respect to the preceding Prepayment Period to the Class P Certificates. Beginning with the first Distribution Date immediately following the expiration of the latest prepayment penalty term with respect to the Mortgage Loans and in no event later than the Distribution Date in June 2012, to the extent of funds available funds, on such date, the Class P Certificates shall be entitled to its outstanding Class Principal Amount from amounts on deposit in the Distribution Account, the Paying Agent shall retain an amount equal to the Class P Reserve Fund. (h) The Securities Administrator Fee and shall withdraw amounts equal to establish an account (the “Class A-R Reserve Fund”), which shall be an Eligible Account. The Class A-R Reserve Fund shall be entitled “Class A-R Reserve Fund, U.S. Bank, as Trustee Fee and shall pay such amounts to for the Trusteebenefit of the holders of the JPALT 2007-S1 Class A-R Certificates.” The Depositor will deposit $100 into the Class A-R Reserve Fund. In additionOn the first Distribution Date, the Securities Administrator shall distribute the amounts described amount on deposit in clause (C) of the definition of “Available Distribution AmountClass A-R Reserve Fund to the Class A-R Certificates, until its outstanding Class Principal Amount has been reduced to zero.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(g) and (c5.02(h), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Senior Certificates and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in Shortfalls on each case, for such Class on such dateclass of Senior Certificates; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) first, to the Class A-1 A-R Certificate and Class A-2 CertificatesI-A Certificates sequentially in that order, pro rata in accordance with their respective Class Principal Amounts, an amount up to the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; (B) second, to the Class II-A Certificates, an amount up to the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount thereof has been reduced to zero; (C) third, to the Class III-A Certificates, an amount up to the Senior Principal Distribution Amount for Pool 3, until the Class Principal Amount thereof has been reduced to zero; and (D) fourth, to the Class IV-A Certificates, an amount up to the Senior Principal Distribution Amount for Pool 4, until the Class Principal Amount thereof has been reduced to zero. (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application amounts pursuant to clauses (i) and (ii) above: (A) to the Class M-1 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (B) to the Class M-2 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (C) to the Class M-3 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (D) to the Class B-1 Certificates, the payment of its applicable Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date; (ivE) to the Class B-1 B-2 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (F) to the Class B-3 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (G) to the Class M-1 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vH) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 M-2 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (viiI) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 M-3 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixJ) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 B-1 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiK) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 B-2 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; and (xiiiL) to the Class LTB-3 Certificates, such class's Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero. (iv) To the Class A-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount allocated as provided from the Mortgage Pools in Section 5.02(d)the aggregate. (bi) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount shall for each Mortgage Pool remaining after the distributions in clause (a) above and any distributions required to be made pursuant to clause b(ii) and b(iii) below, will be distributed to the remaining classes of the related Certificate Group on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay the Senior Principal Distribution Amount; and third, to the Class A-R Certificate, any remaining Available Distribution Amount for such Mortgage Pool. (ii) On each Distribution Date prior to the Credit Support Depletion Date but after the reduction of the aggregate Class Principal Amount of the Senior Certificates of a Certificate Group to zero, the remaining class or classes of Senior Certificates in the remaining Certificate Group or Groups, will be entitled to receive in reduction of their Class Principal Amount, pro rata, based upon their Class Principal Amount immediately prior to such Distribution Date, in addition to any principal prepayments related to such remaining Senior Certificates' respective Mortgage Pool allocated to such Senior Certificates, 100% of the Principal Payments on any Mortgage Loan in the Mortgage Pool relating to the fully repaid class or classes of Senior Certificates of the fully repaid Certificate Group; provided, however, that if both (other than a) the Interest-Only weighted average of the Aggregate Subordinate Percentage equals or exceeds 200% of the original weighted average of the Aggregate Subordinate Percentage as of the Closing Date on or after the Distribution Date in May 2009 and (b) the aggregate Stated Principal Balance of the Mortgage Loans delinquent sixty (60) days or more, averaged over the last six (6) months, as a percentage of the aggregate Class Principal Amount of the Class M Certificates and Class B Certificates) pro rata , does not exceed 100%, then the additional allocation of principal prepayments to the Senior Certificates in accordance with their respective this clause (b) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Mortgage Pool relating to the fully repaid class or classes of Senior Certificates will be applied as a principal distribution to the Subordinate Certificates. (iii) If on any Distribution Date on which the aggregate Class Principal AmountsAmount of any class or classes of Senior Certificates would be greater than the aggregate Stated Principal Balance of the Mortgage Loans in its related Mortgage Pool (the amount of such excess, the "Undercollateralized Amount," and any such class or classes of Senior Certificates, the "Undercollateralized Senior Certificates") and the other class or classes of Senior Certificates, the "Overcollateralized Senior Certificates") and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to the Undercollateralized Senior Certificates in reduction of the Class Principal Amounts thereof, until the aggregate Class Principal Amount of such class or classes of Undercollateralized Senior Certificates is equal to the aggregate Stated Principal Balance of the Mortgage Loans in its related Senior Certificates, and (ii) the Interest Distribution Amount otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such class or classes of Undercollateralized Senior Certificates pursuant to 5.02(a) above, in an amount equal to the Net WAC of the related Mortgage Pool for such class or classes of Undercollateralized Senior Certificates for such Distribution Date on a balance equal to the related Undercollateralized Amount. Any such reduction in the Interest Distribution Amount on the Subordinate Certificates will be allocated to the Class B-3, Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1 Certificates, in that order. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(iii) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(iii) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(iv) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in this Section 5.02, each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) For purposes of distributions of interest in paragraph (a) of this Section 5.02(a) 5.02 such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest ShortfallsShortfall. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject On each Distribution Date the Trustee (or the Paying Agent on behalf of the Trustee) shall withdraw from the Distribution Account the Total Distribution Amount and shall allocate such amount to Sections 5.02(bthe interests issued in respect of each REMIC and shall distribute such amount as specified in this Section. (b) and (c), on On each Distribution Date, the Available Distribution Amount, to Trustee shall distribute the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates Interest Remittance Amount for such date in the following order of priority: (i) to the Senior Class A1 Certificates, pro rata, such Class’s Current Interest Distribution Amount and any accrued but unpaid Carryforward Interest Shortfalls, in each case, for such Class on and for such dateDistribution Date; (ii) to the Class A-1 and Class A-2 A1 Certificates, pro rata in accordance with their respective Class Principal Amounts, all accrued and unpaid interest at the Senior Principal Distribution Amount, until their respective Class Principal related Interest Rate on any Deferred Amounts have been reduced previously allocated to zerosuch class and any Deferred Amounts previously allocated to such class not previously reimbursed; (iii) to the Class B-1 M1 Certificates, the Current Interest Distribution Amount and any accrued but unpaid Carryforward Interest Shortfalls, in each case, for such Class on and for such dateDistribution Date; (iv) to the Class B-1 M2 Certificates, Current Interest and any Carryforward Interests for such Class’s Subordinate Class Percentage and for such Distribution Date; (v) to the Class M3 Certificates, Current Interest and any Carryforward Interests for such Class and for such Distribution Date; (vi) to the Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not previously reimbursed to the Trustee; and (vii) for application as part of Monthly Excess Cashflow for such Remittance Date, as provided in subsection (d) of this Section, any Interest Remittance Amount remaining after application pursuant to clauses (i) through (vi) above. (c) On each Distribution Date, the Trustee shall distribute the Principal Remittance Amount for such date as follows: (i) On each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, until the aggregate Certificate Principal Amount of the Subordinate Class A1, Class M1, Class M2 and Class M3 Certificates equals the related Target Amount for such Distribution Date, the Trustee shall distribute the Principal Distribution Amount, Remittance Amount in the following order of priority: (A) to the Class A1 Certificates until its the Class Principal Amount of such Class has been reduced to zero; (vB) to the Class B-2 M1 Certificates, until the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount of such Class has been reduced to zero; (viiC) to the Class B-3 M2 Certificates, until the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount of such Class has been reduced to zero; (ixD) to the Class B-4 M3 Certificates, until the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for of such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiiiE) to the Class LT-R Certificates and the Class R Certificatesfor application as part of Monthly Excess Cashflow for such Distribution Date, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d)subsection (d) of this Section, any Principal Remittance Amount remaining after application pursuant to clauses (A) through (D) above. (bii) On each Distribution Date (a) on and or after the Credit Support Depletion DateStepdown Date and (b) with respect to which a Trigger Event is not in effect, the Principal Remittance Amount for such date will be distributed in the following order of priority: (A) to the Class A1 Certificates, an amount equal to the lesser of (x) the Principal Remittance Amount for such Distribution Date and (y) the Senior Principal Distribution Amount shall for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero; provided, however, if none of the Class M1, Class M2 or Class M3 Certificates are outstanding, the entire Principal Remittance Amount on such Distribution Date will be distributable to the Class A1 Certificates; (B) to the Class M1 Certificates, an amount equal to the lesser of (x) the excess of (a) the Principal Remittance Amount for such Distribution Date over (b) the amount distributed to the Class A1 Certificates on such date pursuant to clause (A) above, and (y) the M1 Principal Distribution Amount for such date, until the Class Principal Amount of such Class has been reduced to zero; (C) to the Class M2 Certificates, an amount equal to the lesser of (x) the excess of (a) the Principal Remittance Amount for such Distribution Date over (b) the amount distributed to the Class A1 Certificates and the Class M1 Certificates on such date pursuant to clauses (A) and (B) above, respectively, and (y) the M2 Principal Distribution Amount for such date, until the Class Principal Amount of such Class has been reduced to zero; (D) to the Class M3 Certificates, an amount equal to the lesser of (x) the excess of (a) the Principal Remittance Amount for such Distribution Date over (b) the amount distributed to the Class A1 Certificates, the Class M1 Certificates and the Class M2 Certificates on such date pursuant to clauses (A), (B) and (C) above, respectively, and (y) the M3 Principal Distribution Amount for such date, until the Class Principal Amount of such Class has been reduced to zero; and (E) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in subsection (d) of this Section, any Principal Remittance Amount remaining after application pursuant to sub-clauses (A) through (D) above. Notwithstanding the foregoing, on any Distribution Date on which the Class Principal Amount of each Class of Certificates having a higher priority of distribution has been reduced to zero, any remaining Principal Remittance Amount will be distributed to the Senior remaining Certificates (other than in the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts. (c) Notwithstanding the order of priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (i) For each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date but for which a Trigger Event is in effect, then until the aggregate Certificate Principal Amount of the Certificates equals the Pool Balance for such Distribution Date in the following order of priority: (A) to the Residual Certificates pursuant Class A1 Certificates, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to Section 5.02(a)(xiiizero; (B) on any to the Class M1 Certificates, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (C) to the Class M2 Certificates, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (D) to the Class M3 Certificates, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (ii) For each Distribution Date shall be allocated among occurring on or after the REMIC residual interests represented thereby such that each such interest Stepdown Date and for which a Trigger Event is allocated not in effect, in the excess following order of funds available priority: (A) to the related REMIC over required Class A1 Certificates in reduction of their Class Principal Amount, until the Class Principal Amount of the Class A1 Certificates, after giving effect to distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that equals the Senior Target Amount; (B) to the Class LT-R Certificate shall be entitled M1 Certificates, in reduction of their Class Principal Amount, until the aggregate Class Principal Amount of the Class A1 and Class M1 Certificates, after giving effect to any amounts representing net gain resulting from distributions on such Distribution Date equals the sale of any REO Properties or other Liquidation Proceeds due M1 Target Amount; (C) to the Residual Certificates with respect Class M2 Certificates, in reduction of their Class Principal Amount, until the Class Principal Amount of the Class A1, Class M1 and Class M2 Certificates, after giving effect to distributions on such Distribution Date, equals the M2 Target Amount; and (D) to the Class M3 Certificates, in reduction of their Class Principal Amount, until the aggregate Class Principal Amount of the Class A1, Class M1, Class M2 and Class M3 Certificates, after giving effect to distributions on such Distribution Date, equals the M3 Target Amount; (iii) After the Initial Auction Call Date if the Mortgage LoansLoans and other property of the Trust Fund have not been sold pursuant to the Auction Call, in the following order of priority: (A) to the Class A1 Certificates in reduction of their Class Principal Amount, until the Class Principal Amount of such class has been reduced to zero; (B) to the Class M1 Certificates, in reduction of their Class Principal Amount, until the Class Principal Amount of such class has been reduced to zero; (C) to the Class M2 Certificates, in reduction of their Class Principal Amount, until the Class Principal Amount of such class has been reduced to zero; and (D) to the Class M3 Certificates, in reduction of their Class Principal Amount, until the Class Principal Amount of such class has been reduced to zero; (iv) to the Class A1 Certificates, any applicable Net Funds Cap Shortfalls plus all related Unpaid Net Funds Cap Shortfalls, any applicable Net Funds Cap Shortfall and Unpaid Net Funds Cap Shortfall for such Class and such Distribution Date; (v) to the Class M1 Certificates, any applicable Net Funds Cap Shortfall and Unpaid Net Funds Cap Shortfall for such Class and such Distribution Date; (vi) to the Class M2 Certificates, any applicable Net Funds Cap Shortfall and Unpaid Net Funds Cap Shortfall for such Class and such Distribution Date; (vii) to the Class M3 Certificates, any applicable Net Funds Cap Shortfall and Unpaid Net Funds Cap Shortfall for such Class and such Distribution Date; (viii) to the Class M1 Certificates, any Deferred Amount for such Class and such Distribution Date; (ix) to the Class M2 Certificates, any Deferred Amount for such Class and such Distribution Date; (x) to the Class M3 Certificates, any Deferred Amount for such Class and such Distribution Date; (xi) to the Class X Certificate, the Class X Distributable Amount for such Distribution Date; (xii) on the earlier of (a) Distribution Date occurring in January 2009 (or the next occurring Distribution Date on which sufficient funds are available in the Distribution Account) and (b) the final Distribution Date, to the Class P Certificates, $50 in payment of its Class P Principal Amount; and (xiii) to the Class R Certificate, any amount remaining on such date after application pursuant to clauses (i) through (xii) above. (e) For purposes On each Distribution Date, an amount equal to the aggregate of distributions all Prepayment Premiums collected during the preceding Prepayment Period shall be distributed to the Holders of interest in the Class P Certificates. (f) On each Distribution Date, the Trustee shall distribute to the Holders of the Class E Certificates the Class E Distributable Amount for such date. (g) Any payments made pursuant to Section 5.02(a5.02(b)(ii) such distributions to on a Class of Certificates on any Distribution Date shall be made first, in respect the following order of Current Interest; and second, in respect of Interest Shortfalls.priority: (fi) Amounts distributed to the Certificates Class A1 Certificates, all accrued and unpaid interest at the related Certificate Interest Rate for each applicable Class on any Deferred Amounts previously allocated to such Class, for such Distribution Date; and (other than ii) to the Class LT-R Certificate) pursuant A1 Certificates, any Deferred Amounts previously allocated to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions such Class, for the Lower Tier REMIC set forth in the Preliminary Statementsuch Distribution Date. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(g) and (c5.02(h), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Senior Certificates and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in Shortfalls on each case, for such Class on such dateclass of Senior Certificates; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) to the Class A-1 A-R Certificate and Class A-2 CertificatesI-A Certificates sequentially in that order, pro rata in accordance with their respective Class Principal Amounts, an amount up to the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; and (B) to the Class II-A-1 Certificates and Class II-A-2 Certificates, pro rata, an amount up to the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount thereof has been reduced to zero. (iii) From the Available Distribution Amount from both Mortgage Pools in the aggregate remaining after application amounts pursuant to clauses (i) and (ii) above: (A) to the Class M-1 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (iiiB) to the Class M-2 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (C) to the Class M-3 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (D) to the Class B-1 Certificates, the payment of its applicable Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date; (ivE) to the Class B-1 B-2 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (F) to the Class B-3 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (G) to the Class M-1 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vH) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 M-2 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (viiI) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 M-3 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixJ) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 B-1 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiK) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 B-2 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; and (xiiiL) to the Class LTB-3 Certificates, such class's Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero. (iv) To the Class A-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount allocated as provided from the Mortgage Pools in Section 5.02(d)the aggregate. (bi) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount shall for each Mortgage Pool remaining after the distributions in clause (a) above and any distributions required to be made pursuant to clause b(ii) and b(iii) below, will be distributed to the remaining classes of the related Certificate Group on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay the Senior Principal Distribution Amount; and third, to the Class A-R Certificate, any remaining Available Distribution Amount for such Mortgage Pool. (ii) On each Distribution Date prior to the Credit Support Depletion Date but after the reduction of the aggregate Class Principal Amount of the Senior Certificates of a Certificate Group to zero, the remaining class or classes of Senior Certificates in the remaining Certificate Group, will be entitled to receive in reduction of their Class Principal Amount, pro rata, based upon their Class Principal Amount immediately prior to such Distribution Date, in addition to any principal prepayments related to such remaining Senior Certificates' respective Mortgage Pool allocated to such Senior Certificates, 100% of the Principal Payments on any Mortgage Loan in the Mortgage Pool relating to the fully repaid class or classes of Senior Certificates of the fully repaid Certificate Group; provided, however, that if both (other than a) the Interest-Only weighted average of the Aggregate Subordinate Percentage equals or exceeds 200% of the original weighted average of the Aggregate Subordinate Percentage as of the Closing Date on or after the Distribution Date in November 2009 and (b) the aggregate Stated Principal Balance of the Mortgage Loans delinquent sixty (60) days or more, averaged over the last six (6) months, as a percentage of the aggregate Class Principal Amount of the Class M Certificates and Class B Certificates) pro rata , does not exceed 50%, then the additional allocation of principal prepayments to the Senior Certificates in accordance with their respective this clause (b) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Mortgage Pool relating to the fully repaid class or classes of Senior Certificates will be applied as a principal distribution to the Subordinate Certificates. (iii) If on any Distribution Date on which the aggregate Class Principal AmountsAmount of any class or classes of Senior Certificates would be greater than the aggregate Stated Principal Balance of the Mortgage Loans in its related Mortgage Pool (the amount of such excess, the "Undercollateralized Amount," and any such class or classes of Senior Certificates, the "Undercollateralized Senior Certificates") and the other class or classes of Senior Certificates, the "Overcollateralized Senior Certificates") and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to the Undercollateralized Senior Certificates in reduction of the Class Principal Amounts thereof, until the aggregate Class Principal Amount of such class or classes of Undercollateralized Senior Certificates is equal to the aggregate Stated Principal Balance of the Mortgage Loans in its related Senior Certificates, and (ii) the Interest Distribution Amount otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such class or classes of Undercollateralized Senior Certificates pursuant to 5.02(a) above, in an amount equal to the Net WAC of the related Mortgage Pool for such class or classes of Undercollateralized Senior Certificates for such Distribution Date on a balance equal to the related Undercollateralized Amount. Any such reduction in the Interest Distribution Amount on the Subordinate Certificates will be allocated to the Class B-3, Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1 Certificates, in that order. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(iii) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(iii) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(iv) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in this Section 5.02, each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) For purposes of distributions of interest in paragraph (a) of this Section 5.02(a) 5.02 such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest ShortfallsShortfall. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (c), (l) and (cm), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A Certificates and the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes of Senior Certificates Certificates, Components related to such Classes and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on each Class of Senior Certificates, and each Component thereof, of the Related Certificate Group; provided, however, that on each Distribution Date, the amount of interest that would otherwise be distributable to the Pool 1 Component, the Pool 2 Component and the Class X-B Certificates, will be deposited in each casethe Reserve Fund and credited to the Class X-A Pool 1 Component Sub Account, the Class X-A Pool 2 Component Sub Account or the Class X-B Sub Account of the Reserve Fund, as applicable, to the extent of the related Required Reserve Fund Deposit for such Class on such dateDistribution Date; (ii) Concurrently, to the Senior Certificates of the Related Certificate Group, from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) sequentially, to the Class A-R Certificates and the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; and (B) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount of such Class has been reduced to zero; (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (iv) above, to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (v) above, to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (vi) above, to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (vii) above, to the Class B-3 Certificates, such Class’s ' Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ix) Concurrently, (A) from the Class X-A Pool 1 Component Sub Account, to the Class A-1 Certificates, (B) from the Class X-A Pool 2 Component Sub Account, to the Class A-2 Certificates and (C) from the Class X-B Sub Account, sequentially, to the Class B-1, Class B-2 and Class B-3 Certificates, in that order, any related Net WAC Shortfalls or related unpaid Net WAC Shortfalls for such date; (x) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (viii) in the following order of priority: (A) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xB) to the Class B-4 Certificates, such Class’s ' Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiC) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xiiD) to the Class B-5 Certificates, such Class’s ' Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (E) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (F) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; and (xiiixi) to To the Class A-R Certificate and the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for the Mortgage Pools shall be combined and distributed to the Senior Certificates (other than remaining Classes of Certificates, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay principal on a pro rata in accordance with their respective basis; third, to pay any Net WAC Shortfall or any unpaid Net WAC Shortfall; and fourth, to the Class Principal AmountsA-R and Class LT-R Certificates, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum aggregate of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(x) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-1 Certificates, the Securities Administrator shall withdraw from the Reserve Fund (and debit to the Class X-A Pool 1 Component Sub Account), the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts credited to the related Sub Account as provided in Section 5.02(a)(ix). (g) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-2 Certificates, the Securities Administrator will withdraw from the Reserve Fund (and debit to the Class X-A Pool 2 Component Sub Account), the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts credited to the related Sub Account as provided in Section 5.02(a)(ix). (h) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class B-1, Class B-2 or Class B-3 Certificates, the Securities Administrator will withdraw from the Reserve Fund (and debit to the Class X-B Sub Account), the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts credited to the related Sub Account as provided in Section 5.02(a)(ix). (i) [Reserved]. (j) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fk) Amounts distributed If, immediately after any Distribution Date, the amount credited to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect any Sub Account of the Lower Tier REMIC regular interests in accord with Reserve Fund exceeds the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In additioninitial credit thereto, the Securities Administrator shall will distribute from the Reserve Fund (and debit to such Sub Account) such excess to the Holders of the Certificates in respect of which amounts were credited to the relevant Sub Account. (l) Notwithstanding the priority of distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Credit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the aggregate Class Principal Amount of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in clause Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in the other Certificate Group, in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed first, to the Class A-R Certificates and, second, to the Class A-1 Certificates. (Cm) If, on any Distribution Date, either Certificate Group would constitute an Undercollateralized Group and the other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions of interest and principal to the related Senior Certificates of that Certificate Group shall be distributed, up to the sum of the definition Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group, to the Senior Certificates related to the Undercollateralized Group in payment of “Available Distribution Amountaccrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (c), (l) and (cm), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A Certificates and the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes of Senior Certificates Certificates, Components related to such Classes and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on each Class of Senior Certificates, and each Component thereof, of the Related Certificate Group; provided, however, that on each Distribution Date, the amount of interest that would otherwise be distributable to the Pool 1 Component, the Pool 2 Component and the Class X-B Certificates, will be deposited in each casethe Class X-A Pool 1 Component Sub Account, the Class X-A Pool 2 Component Sub Account or the Class X-B Sub Account of the Reserve Fund, as applicable, to the extent of the related Required Reserve Fund Deposit for such Class on such dateDistribution Date; (ii) Concurrently, to the Senior Certificates of the Related Certificate Group, from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) sequentially, to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; and (B) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount of such Class has been reduced to zero; (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (iv) above, to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (v) above, to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vii) Concurrently, (A) from the Class X-A Pool 1 Component Sub Account, to the Class A-1 Certificates, (B) from the Class X-A Pool 2 Component Sub Account, to the Class A-2 Certificates and (C) from the Class X-B Sub Account, sequentially, to the Class B-1 and Class B-2 Certificates, in that order, any related Net WAC Shortfalls or related unpaid Net WAC Shortfalls for such date; (viii) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (vi) in the following order of priority: (A) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viiiB) to the Class B-3 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixC) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xD) to the Class B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiE) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xiiF) to the Class B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (G) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (H) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; and (xiiiix) to To the Class A-R Certificate and the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for the Mortgage Pools shall be combined and distributed to the Senior Certificates (other than remaining Classes of Certificates, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay principal on a pro rata in accordance with their respective basis; third, to pay any Net WAC Shortfall or any unpaid Net WAC Shortfall; and fourth, to the Class Principal AmountsA-R and Class LT-R Certificates, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum aggregate of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(x) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-1 Certificates, the Securities Administrator will withdraw from the Class X-A Pool 1 Component Sub Account, the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (g) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-2 Certificates, the Securities Administrator will withdraw from the Class X-A Pool 2 Component Sub Account, the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (h) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class B-1 or Class B-2 Certificates, the Securities Administrator will withdraw from the Class X-B Sub Account, the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (i) [Reserved]. (j) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fk) Amounts distributed to If, immediately after any Distribution Date, the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC amount on deposit in respect any Sub Account of the Lower Tier REMIC regular interests in accord with Reserve Fund exceeds the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In additioninitial deposit therein, the Securities Administrator shall will distribute such excess to the Holders of the Certificates that deposited such amounts in the relevant Sub Account. (l) Notwithstanding the priority of distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Credit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the aggregate Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in clause Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed sequentially thereto in such order. (Cm) If, on any Distribution Date, either Certificate Group would constitute an Undercollateralized Group and the other Certificate Group would constitute an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions of interest and principal to the related Senior Certificates of that Certificate Group shall be distributed up to the sum of the definition Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group to the Senior Certificates related to the Undercollateralized Group in payment of “Available Distribution Amountaccrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (c), (k) and (cl), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-1 and Class X-2 Certificates and the Senior Certificates other than the Class X Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes of Senior Certificates Certificates, Components related to such Classes and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on each Class of Senior Certificates; provided, however, that on each Distribution Date, the amount of the Interest Distribution Amount that would otherwise be payable to the related Pool NAS Component, related Pool Companion Component or Class X-B Certificates will (A) in each casethe case of amounts otherwise payable to the related Pool NAS Component and related Pool Companion Component, be deposited in the related Sub Account of the Reserve Fund to the extent of any related Required Reserve Fund Deposit for such Distribution Date in the manner described herein, (B) in the case of amounts otherwise payable to the related Pool Companion Component after the payment of amounts, if any, described in clause (A) above, instead be paid to the related Pool NAS Component to the extent necessary to reimburse the related Pool NAS Component for any prior amounts not distributed to the related Pool NAS Component as a result of any reductions on the Interest Distribution Amount of the related Pool NAS Component resulting from Interest Shortfalls and (C) in the case of amounts otherwise payable to the Class on X-B Certificates, be deposited in the Class X-B Sub Account of the 66 Reserve Fund to the extent of any Class X-B Required Reserve Fund Deposit for such dateDistribution Date; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (a) sequentially to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero;; and (b) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount of such Class has been reduced to zero. (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (iv) above, to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (v) above, to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vii) From the Class A-1 NAS Sub Account, Class A-1 Companion Sub Account, Class A-2 NAS Sub Account, Class A-2 Companion Sub Account and Class X-B Sub Account, as applicable, concurrently, for payment to the Class A-1, Class A-2, Class B-1 and Class B-2 Certificates, as applicable, any related Net WAC Shortfalls for such date; (viii) To the Class X-1 Certificates, (A) from the Class A-1 Companion Sub Account of the Reserve Fund, the sum of all amounts deposited to the Class A-1 NAS Sub Account in excess of the first $1,000 deposited therein prior to such Distribution Date and not otherwise reimbursed to the Pool 1 NAS Component, including interest on such amounts, provided that reimbursement for any amount deposited in respect of the Pool 1 NAS Component Additional Amount shall be limited to the Pool 1 NAS Component Additional Amount for such Distribution Date, and (B) from the Class A-2 Companion Sub Account of the Reserve Fund, the sum of all amounts deposited to the Class A-2 NAS Sub Account in excess of the first $500 deposited therein prior to such Distribution Date and not otherwise reimbursed to the Pool 2 NAS Component, including interest on such amounts, provided that reimbursement for any amount deposited in respect of the Pool 2 NAS Component Additional Amount shall be limited to the Pool 2 NAS Component Additional Amount for such Distribution Date; (ix) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (vi) in the following order of priority: (A) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viiiB) to the Class B-3 Certificates, Certificates such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixC) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xD) to the Class B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiE) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xiiF) to the Class B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (G) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (xiiiH) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (x) To the Class A-R Certificate and the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be combined and distributed to the Senior Certificates (other than the Interest-Only remaining Classes of Certificates) , on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, in accordance with reduction of the Certificate Principal Amounts of the Certificates, pro rata (on the basis of their respective Class Principal Amounts), until such Certificate Principal Amounts have been reduced to zero; third, to pay any related Net WAC Shortfall; and fourth, to the Class A-R and Class LT-R Certificate, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(v) and (x) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(v) and (x) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(x) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-1 Certificates, the Securities Administrator will withdraw from the Class A-1 Companion Sub Account and the Class A-1 NAS Sub Account, in that order, the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (g) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-2 Certificates, the Securities Administrator will withdraw from the Class A-2 Companion Sub Account and the Class A-2 NAS Sub Account, in that order, the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (h) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class B-1 or Class B-2 Certificates, the Securities Administrator will withdraw from the Class X-B Sub Account, the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (i) On any Distribution Date and with respect to the Class X-1 Certificates, to the extent that any amounts otherwise payable to the Pool 1 NAS Component or Pool 2 NAS Component, as applicable, are used to make payments of any related Required Reserve Fund Deposit, the Securities Administrator will withdraw from the Class A-1 Companion Sub Account or Class A-2 Companion Sub Account, as applicable, to the extent of amounts on deposit in such Sub Accounts after withdrawals therefrom to cover any related Net WAC Shortfalls for such Distribution Date or previous Distribution Dates, the amount of such deposits for distribution on such Distribution Date as provided in Section 5.06. (j) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fk) Amounts distributed to Notwithstanding the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect priority of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Preliminary StatementCredit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools have been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed sequentially thereto in such order. (gl) On each If, on any Distribution Date Date, any Certificate Group would constitute an Undercollateralized Group and the other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions of funds available interest and principal to the related Senior Certificates of that Certificate Group, shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group to the Senior Certificates related to the Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal. (m) If, immediately after any Distribution AccountDate, the Paying Agent shall retain an amount equal to on deposit in any Sub Account of the Securities Administrator Fee and shall withdraw amounts equal to Reserve Fund exceeds the Trustee Fee and shall pay such amounts to the Trustee. In additioninitial deposit therein, the Securities Administrator shall will distribute such excess to the amounts described in clause (C) Holders of the definition of “Available Distribution AmountCertificates that deposited such amounts in the relevant Sub Account.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (c), (l) and (cm), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A Certificates and the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes of Senior Certificates Certificates, Components related to such Classes and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on each Class of Senior Certificates, and each Component thereof, of the Related Certificate Group; provided, however, that on each Distribution Date, the amount of interest that would otherwise be distributable to the Pool 1 Component, the Pool 2 Component and the Class X-B Certificates, will be deposited in each casethe Class X-A Pool 1 Component Sub Account, the Class X-A Pool 2 Component Sub Account or the Class X-B Sub Account of the Reserve Fund, as applicable, to the extent of the related Required Reserve Fund Deposit for such Class on such dateDistribution Date; (ii) Concurrently, to the Senior Certificates of the Related Certificate Group, from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) sequentially, first, to the Class A-1 A-R Certificates the Senior Principal Distribution Amount for Pool 1, until their Class Principal Amount has been reduced to zero and, second, pro rata, to the Class A-1A, Class A-1B and Class A-2 Certificates, pro rata in accordance with the Senior Principal Distribution Amount for Pool 1, until their respective Class Principal AmountsAmounts have been reduced to zero; and (B) pro rata, to the Class A-3A, Class A-3B and Class A-4 Certificates, the Senior Principal Distribution AmountAmount for Pool 2, until their respective Class Principal Amounts have been reduced to zero; (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (iv) above, to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (v) above, to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vii) Concurrently, (A) from the Class X-A Pool 1 Component Sub Account, pro rata, to the Class A-1A, Class A-1B and Class A-2 Certificates, (B) from the Class X-A Pool 2 Component Sub Account, pro rata, to the Class A-3A, Class A-3B and Class A-4 Certificates and (C) from the Class X-B Sub Account, sequentially, to the Class B-1 and Class B-2 Certificates, in that order, any related Net WAC Shortfalls or related unpaid Net WAC Shortfalls for such date; (viii) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (vi) in the following order of priority: (A) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viiiB) to the Class B-3 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixC) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xD) to the Class B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiE) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xiiF) to the Class B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (G) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (H) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; and (xiiiix) to To the Class A-R Certificate and the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for the Mortgage Pools shall be combined and distributed to the Senior Certificates (other than remaining Classes of Certificates, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay principal on a pro rata in accordance with their respective basis; third, to pay any Net WAC Shortfall or any unpaid Net WAC Shortfall; and fourth, to the Class Principal AmountsA-R and Class LT-R Certificates, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum aggregate of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(x) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-1A, Class A-1B or Class A-2 Certificates, the Securities Administrator will withdraw from the Class X-A Pool 1 Component Sub Account, the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (g) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-3A, Class A-3B or Class A-4 Certificates, the Securities Administrator will withdraw from the Class X-A Pool 2 Component Sub Account, the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (h) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class B-1 or Class B-2 Certificates, the Securities Administrator will withdraw from the Class X-B Sub Account, the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (i) [Reserved]. (j) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fk) Amounts distributed to If, immediately after any Distribution Date, the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC amount on deposit in respect any Sub Account of the Lower Tier REMIC regular interests in accord with Reserve Fund exceeds the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In additioninitial deposit therein, the Securities Administrator shall will distribute such excess to the Holders of the Certificates that deposited such amounts in the relevant Sub Account. (l) Notwithstanding the priority of distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Credit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the aggregate Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in clause (CSection 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the definition of “Available Distribution Amount.”Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R, Class A-1A, Class A-1B and Class A-2 Certificates shall be distributed first, to the Class A-R Certificates and, second, pro rata, to the Class A-1A, Class A-1B and Class A-2

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (h) and (ci), on each Distribution Date, the Available Distribution AmountAmount for the related Mortgage Pool (in the case of the Senior Certificates) and for the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates), to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) to from the Senior CertificatesAvailable Distribution Amount for Pool 1, pro rata, such Class’s to the Class 1-A1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each caseand to the Class 1-AX Certificates, for such Class on such datethe Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; (ii) from the Available Distribution Amount for Pool 1 remaining after application of priority (i) above, to the Class A-1 and Class A-2 1-A1 Certificates, pro rata in accordance with their respective Class Principal Amounts, the related Senior Principal Distribution Amount, until their respective its Class Principal Amounts have Amount has been reduced to zero; (iii) from the Available Distribution Amount for Pool 2, pro rata, to the Class 2-A1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, and to the Class 2-AX Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; (iv) from the Available Distribution Amount for Pool 2 remaining after application of priority (iii) above, to the Class 2-A1 Certificates, the related Senior Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v) from the remaining Available Distribution Amount for Pool 1 and Pool 2 in the aggregate remaining after application of priorities, (i), (ii), (iii) and (iv) above, in the following order of priority: (1) to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv2) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2 payable to such Class on such date, until its Class Principal Amount has been reduced to zero; (v3) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi4) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2 payable to such Class on such date, until its Class Principal Amount has been reduced to zero; (vii5) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii6) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2 payable to such Class on such date, until its Class Principal Amount has been reduced to zero; (ix7) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) 8) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2 payable to such Class on such date, until its Class Principal Amount has been reduced to zero; (xi9) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii10) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmounts for each of Pool 1 and Pool 2 payable to such Class on such date, until its Class Principal Amount has been reduced to zero; and (xiiivi) to To the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On Notwithstanding the priority of distributions set forth in Section 5.02(a), on each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for Pool 1 and Pool 2 shall be combined and distributed to the Senior Certificates (other than remaining Classes of Pool 1 and Pool 2 Certificates, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, concurrently on a pro rata in accordance with their respective basis (based on the amount of Current Interest payable to each such Class); second, to pay principal on a pro rata basis (based on the Class Principal AmountsAmount of each such Class); and third, to the Class R and Class LT-R Certificates, any remaining Available Distribution Amount from Pool 1 and Pool 2 (in the aggregate) allocated as provided in Section 5.02(d). (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii5.02(a)(vi) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate Interest shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in Section 5.02(a), each Mortgage Pool shall “relate” to the Senior Certificates of the applicable related Certificate Group. (f) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fg) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Middle Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement, and then from the Middle Tier REMIC to the Upper Tier REMIC in respect of the Middle Tier REMIC regular interests in accordance with the distribution provisions for the Middle Tier REMIC set forth in the Preliminary Statement. (gh) Notwithstanding the priority of distributions set forth in Section 5.02(a), if on any Distribution Date prior to the Credit Support Depletion Date (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the aggregate of the Class Principal Amounts of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero or will be reduced to zero after giving effect to distributions on such Distribution Date (without giving effect to the provisions of Section this Section 5.02(h) or Section 5.02(i)), then that portion of the Available Distribution Amount for each Mortgage Pool described in Section 5.02(a)(ii) or 5.02(a)(iv), as applicable, that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in the other Certificate Group, in reduction of, and in proportion to, the Class Principal Amounts thereof. (i) If, on any Distribution Date, any Certificate Group would constitute an Undercollateralized Group and the other Certificate Group would constitute an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii) and 5.02(a)(iv), the Available Distribution Amount for an Overcollateralized Group, to the extent remaining following distributions of interest and principal to the related Senior Certificates of that Certificate Group (without giving effect to the provisions of Section 5.02(h) or this Section 5.02 (i)) shall be distributed, up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group, to the Senior Certificates related to the Undercollateralized Group, in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal. (j) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the TrusteeFee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (c), (k) and (cl), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-1 and Class X-2 Certificates and the Senior Certificates other than the Class X Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes of Senior Certificates Certificates, Components related to such Classes and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on each Class of Senior Certificates; provided, however, that on each Distribution Date, the amount of the Interest Distribution Amount that would otherwise be payable to the related Pool NAS Component, related Pool Companion Component or Class X-B Certificates will (A) in each casethe case of amounts otherwise payable to the related Pool NAS Component and related Pool Companion Component, be deposited in the related Sub Account of the Reserve Fund to the extent of any related Required Reserve Fund Deposit for such Distribution Date in the manner described herein, (B) in the case of amounts otherwise payable to the related Pool Companion Component after the payment of amounts, if any, described in clause (A) above, instead be paid to the related Pool NAS Component to the extent necessary to reimburse the related Pool NAS Component for any prior amounts not distributed to the related Pool NAS Component as a result of any reductions on the Interest Distribution Amount of the related Pool NAS Component resulting from Interest Shortfalls and (C) in the case of amounts otherwise payable to the Class on X-B Certificates, be deposited in the Class B-1 Sub Account of the Reserve Fund to the extent of any Class X-B Required Reserve Fund Deposit for such dateDistribution Date; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (a) sequentially to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero;; and (b) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount of such Class has been reduced to zero. (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (iv) above, to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (v) above, to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vii) From the Class A-1 NAS Sub Account, Class A-1 Companion Sub Account, Class A-2 NAS Sub Account, Class A-2 Companion Sub Account and Class B-1 Sub Account, as applicable, concurrently, for payment to the Class A-1, Class A-2 and Class B-1 Certificates, as applicable, any related Net WAC Shortfalls for such date; (viii) To the Class X-1 Certificates, (A) from the Class A-1 Companion Sub Account of the Reserve Fund, the sum of all amounts deposited to the Class A-1 NAS Sub Account in excess of the first $1,000 deposited therein prior to such Distribution Date and not otherwise reimbursed to the Pool 1 NAS Component, including interest on such amounts, and (B) from the Class A-2 Companion Sub Account of the Reserve Fund, the sum of all amounts deposited to the Class A-2 NAS Sub Account in excess of the first $500 deposited therein prior to such Distribution Date and not otherwise reimbursed to the Pool 2 NAS Component, including interest on such amounts; (ix) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (vi) in the following order of priority: (A) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viiiB) to the Class B-3 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixC) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xD) to the Class B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiE) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xiiF) to the Class B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (G) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (xiiiH) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (x) To the Class A-R Certificate and the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be combined and distributed to the Senior Certificates (other than the Interest-Only remaining Classes of Certificates) , on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, in accordance with reduction of the Certificate Principal Amounts of the Certificates, pro rata (on the basis of their respective Class Principal Amounts), until such Certificate Principal Amounts have been reduced to zero; third, to pay any related Net WAC Shortfall; and fourth, to the Class A-R and Class LT-R Certificate, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(v) and (x) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(v) and (x) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(x) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-1 Certificates, the Securities Administrator will withdraw from the Class A-1 Companion Sub Account and the Class A-1 NAS Sub Account, in that order, the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (g) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-2 Certificates, the Securities Administrator will withdraw from the Class A-2 Companion Sub Account and the Class A-2 NAS Sub Account, in that order, the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (h) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class B-1 Certificates, the Securities Administrator will withdraw from the Class B-1 Sub Account, the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts available therefor on deposit in the related Sub Account as provided in Section 5.02(a)(vii). (i) On any Distribution Date and with respect to the Class X-1 Certificates, to the extent that any amounts otherwise payable to the Pool 1 NAS Component or Pool 2 NAS Component, as applicable, are used to make payments of any related Required Reserve Fund Deposit, the Securities Administrator will withdraw from the Class A-1 Companion Sub Account or Class A-2 Companion Sub Account, as applicable, to the extent of amounts on deposit in such Sub Accounts after withdrawals therefrom to cover any related Net WAC Shortfalls for such Distribution Date or previous Distribution Dates, the amount of such deposits for distribution on such Distribution Date as provided in Section 5.06. (j) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fk) Amounts distributed to Notwithstanding the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect priority of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Preliminary StatementCredit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools have been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed sequentially thereto in such order. (gl) On each If, on any Distribution Date Date, any Certificate Group would constitute an Undercollateralized Group and the other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions of funds available interest and principal to the related Senior Certificates of that Certificate Group, shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group to the Senior Certificates related to the Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal. (m) If, immediately after any Distribution AccountDate, the Paying Agent shall retain an amount equal to on deposit in any Sub Account of the Securities Administrator Fee and shall withdraw amounts equal to Reserve Fund exceeds the Trustee Fee and shall pay such amounts to the Trustee. In additioninitial deposit therein, the Securities Administrator shall will distribute such excess to the amounts described in clause (C) Holders of the definition of “Available Distribution AmountCertificates that deposited such amounts in the relevant Sub Account.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (c), (l) and (cm), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Asset Pool (in the Securities Administrator, case of the Components of the Class X-A1 Certificates and the Senior Certificates other than the Class X-B Certificates) and Pool 1 and Pool 2 in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes of Senior Certificates Certificates, Components related to such Classes and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on each Class of Senior Certificates, and each Component thereof, of the Related Certificate Group; provided, however, that on each Distribution Date, the amount of interest that would otherwise be distributable to the Pool 1 Component, the Pool 2 Component and the Class X-A2 and Class X-B Certificates, will be deposited in each casethe Reserve Fund and credited to the Class X-A1 Pool 1 Component Sub Account, the Class X-A1 Pool 2 Component Sub Account, the Class X-A2 Sub Account or the Class X-B 127551 Sequoia 2004-12 Pooling and Servicing Agmt. Sub Account of the Reserve Fund, as applicable, to the extent of the related Required Reserve Fund Deposit for such Class on such dateDistribution Date; (ii) Concurrently, to the Senior Certificates of the Related Certificate Group, from the Available Distribution Amount remaining in the related Asset Pool after application of amounts pursuant to clause (i) above, as follows: (A) sequentially, to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; (B) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount of such Class has been reduced to zero; and (C) to the Class A-3 Certificates, the Group 3 Principal Distribution Amount, until the Class Principal Amount of such Class has been reduced to zero; (iii) From the aggregate Available Distribution Amount for Pool 1 and Pool 2 remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the aggregate Available Distribution Amount for Pool 1 and Pool 2 remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each such Asset Pool, until its Class Principal Amount has been reduced to zero; (v) From the aggregate Available Distribution Amount for Pool 1 and Pool 2 remaining after the application of amounts pursuant to clauses (i) through (iv) above, to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) From the aggregate Available Distribution Amount for Pool 1 and Pool 2 remaining after application of amounts pursuant to clauses (i) through (v) above, to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each such Asset Pool, until its Class Principal Amount has been reduced to zero; (vii) From the aggregate Available Distribution Amount for Pool 1 and Pool 2 remaining after the application of amounts pursuant to clauses (i) through (vi) above, to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) From the aggregate Available Distribution Amount for Pool 1 and Pool 2 remaining after application of amounts pursuant to clauses (i) through (vii) above, to the 127551 Sequoia 2004-12 Pooling and Servicing Agmt. Class B-3 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each such Asset Pool, until its Class Principal Amount has been reduced to zero; (ix) Concurrently, (A) from the Class X-A1 Pool 1 Component Sub Account, to the Class A-1 Certificates, (B) from the Class X-A1 Pool 2 Component Sub Account, to the Class A-2 Certificates, (C) from the Class X-A2 Sub Account, to the Class A-3 Certificates and (D) from the Class X-B Sub Account, sequentially, to the Class B-1, Class B-2 and Class B-3 Certificates, in that order, any related Net WAC Shortfalls or related unpaid Net WAC Shortfalls for such date; (x) From the aggregate Available Distribution Amount for Pool 1 and Pool 2 remaining after application of amounts pursuant to clauses (i) through (viii) in the following order of priority: (A) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xB) to the Class B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero; (xiC) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xiiD) to the Class B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero; (E) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (F) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero; and (xiiixi) to To the Class A-R Certificate and the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Asset Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for Pool 1 and Pool 2 shall be combined and distributed to the remaining Classes of Senior Certificates (other than in Group 1 and Group 2, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay principal on a pro rata in accordance with their respective basis; third, to pay any Net WAC Shortfall or any unpaid Net WAC Shortfall; and fourth, to the Class Principal AmountsA-R and Class LT-R Certificates, any remaining Available Distribution Amount from such Asset Pool. 127551 Sequoia 2004-12 Pooling and Servicing Agmt. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum aggregate of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(xi) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Asset Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-1 Certificates, the Securities Administrator shall withdraw from the Reserve Fund (and debit to the Class X-A1 Pool 1 Component Sub Account), the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts credited to the related Sub Account as provided in Section 5.02(a)(ix). (g) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-2 Certificates, the Securities Administrator will withdraw from the Reserve Fund (and debit to the Class X-A1 Pool 2 Component Sub Account), the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts credited to the related Sub Account as provided in Section 5.02(a)(ix). (h) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-3 Certificates, the Securities Administrator will withdraw from the Reserve Fund (and debit to the Class X-A2 Sub Account), the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts credited to the related Sub Account as provided in Section 5.02(a)(ix). (i) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class B-1, Class B-2 or Class B-3 Certificates, the Securities Administrator will withdraw from the Reserve Fund (and debit to the Class X-B Sub Account), the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts credited to the related Sub Account as provided in Section 5.02(a)(ix). (j) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. 127551 Sequoia 2004-12 Pooling and Servicing Agmt. (fk) Amounts distributed If, immediately after any Distribution Date, the amount credited to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect any Sub Account of the Lower Tier REMIC regular interests in accord with Reserve Fund exceeds the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In additioninitial credit thereto, the Securities Administrator shall will distribute from the Reserve Fund (and debit to such Sub Account) such excess to the Holders of the Certificates in respect of which amounts were credited to the relevant Sub Account. (l) Notwithstanding the priority of distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Credit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the aggregate Class Principal Amount of the Senior Certificates in Group 1 or Group 2 has been reduced to zero, then that portion of the Available Distribution Amount for such Asset Pool described in clause Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in the other Certificate Group, in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed first, to the Class A-R Certificates and second, to the Class A-1 Certificates. (Cm) If, on any Distribution Date, either Group 1 or Group 2 would constitute an Undercollateralized Group and the other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions of interest and principal to the related Senior Certificates of that Certificate Group shall be distributed, up to the sum of the definition Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group, to the Senior Certificates related to the Undercollateralized Group in payment of “Available Distribution Amountaccrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b) and (c), on On each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Senior Certificates and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (ii) to the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, payment of the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in Shortfalls on each case, for such Class on such dateof Senior Certificates; (ivii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of priority (i) above, as follows: (A) first, to the Class A-R Certificate until the Class Principal Amount thereof has been reduced to zero, and second to the Class I-A-1 and Class I-A-2 Certificates, pro rata, an amount up to the Senior Principal Distribution Amount for Pool 1, until the respective Class Principal Amounts thereof have been reduced to zero; (B) to the Class II-A-1 and Class II-A-2 Certificates, pro rata, an amount up to the Senior Principal Distribution Amount for Pool 2, until the respective Class Principal Amounts thereof have been reduced to zero; and (C) to the Class III-A-1 and Class III-A-2 Certificates, pro rata, an amount up to the Senior Principal Distribution Amount for Pool 3, until the respective Class Principal Amounts thereof have been reduced to zero. (iii) From the Available Distribution Amount from all three Mortgage Pools in the aggregate remaining after application amounts pursuant to clauses (i) and (ii) above: (A) to the Class M-1 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (B) to the Class M-2 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (C) to the Class M-3 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (D) to the Class B-1 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (E) to the Class B-2 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (F) to the Class B-3 Certificates, the payment of its applicable Interest Distribution Amount and any outstanding Interest Shortfalls; (G) to the Class M-1 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vH) to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 M-2 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (viiI) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 M-3 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixJ) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 B-1 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiK) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 B-2 Certificates, such Class’s class's Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; and (xiiiL) to the Class LTB-3 Certificates, such class's Subordinate Class Percentage of the Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero. (iv) To the Class A-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount allocated as provided from the Mortgage Pools in Section 5.02(d)the aggregate. (bi) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount shall for each Mortgage Pool remaining after the distributions in clause (a) above and any distributions required to be made pursuant to clause (b)(ii) and (b)(iii) below, will be distributed to the remaining classes of the related Certificate Group or Groups on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay the Senior Principal Distribution Amount; and third, to the Class A-R Certificate, any remaining Available Distribution Amount for such Mortgage Pool. (ii) On each Distribution Date prior to the Credit Support Depletion Date but after the reduction of the aggregate Class Principal Amount of the Senior Certificates of a Certificate Group to zero, the remaining class or classes of Senior Certificates in the remaining Certificate Group or Groups, will be entitled to receive in reduction of their Class Principal Amount, pro rata, based upon their Class Principal Amount immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Mortgage Pool allocated to such Senior Certificates, 100% of the Principal Payments on any Mortgage Loan in the Mortgage Pool relating to the fully repaid class or classes of Senior Certificates of the fully repaid Certificate Group; provided, however, that if both (other than a) the Interest-Only weighted average of the Aggregate Subordinate Percentage equals or exceeds 200% of the original weighted average of the Aggregate Subordinate Percentage as of the Closing Date on or after the Distribution Date in September 2010 and (b) the aggregate Stated Principal Balance of the Mortgage Loans delinquent sixty (60) days or more, averaged over the last six (6) months, as a percentage of the aggregate Class Principal Amount of the Class M Certificates and Class B Certificates) pro rata , does not exceed 50%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with their respective this clause (b) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Mortgage Pool relating to the fully repaid class or classes of Senior Certificates will be applied as a principal distribution to the Subordinate Certificates. (iii) If on any Distribution Date on which the aggregate Class Principal AmountsAmount of any class or classes of Senior Certificates would be greater than the aggregate Stated Principal Balance of the Mortgage Loans in its related Mortgage Pool (the amount of such excess, the "Undercollateralized Amount," and any such class or classes of Senior Certificates, the "Undercollateralized Senior Certificates") and the other class or classes of Senior Certificates, the "Overcollateralized Senior Certificates") and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to the Undercollateralized Senior Certificates in reduction of the Class Principal Amounts thereof, until the aggregate Class Principal Amount of such class or classes of Undercollateralized Senior Certificates is equal to the aggregate Stated Principal Balance of the Mortgage Loans in its related Senior Certificates, and (ii) the Interest Distribution Amount otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such class or classes of Undercollateralized Senior Certificates pursuant to 5.02(a) above, in an amount equal to the Net WAC of the related Mortgage Pool for such class or classes of Undercollateralized Senior Certificates for such Distribution Date on a balance equal to the related Undercollateralized Amount. Any such reduction in the Interest Distribution Amount on the Subordinate Certificates will be allocated to the Class B-3, Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1 Certificates, in that order. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(iii) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(iii) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(iv) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in this Section 5.02, each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) For purposes of distributions of interest in paragraph (a) of this Section 5.02(a) 5.02 such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current InterestInterest Distribution Amount; and second, in respect of Interest ShortfallsShortfall. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(g) and (ch), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, Amount for Pool 1 and Pool 2 shall be withdrawn by the Paying Agent Securities Administrator from funds on deposit in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of prioritypriority with corresponding allocations to the related Lower-Tier Interests and Middle-Tier Interests: (i) With respect to the Senior Class 1A and Class A-P Certificates, pro rata, such Class’s Interest to the extent of the Available Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such datePool 1 for that Distribution Date; (iiA) concurrently, to the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective Class Principal Amounts have been reduced to zero; (iii) to the Class B-1 Certificates, payment of the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in Shortfalls on each case, for such class of Class on such date1A Certificates (other than the Class 1-A-P Component); (ivB) concurrently, (1) to the Class B-1 A-P Certificates, such Class’s Subordinate the Class Percentage AP Principal Distribution Amount for the Class 1-A-P Component relating to Subgroup 1-1; (2) from payments in respect of principal on the Subgroup 1-1 Mortgage Components (other than the portion of principal received on the related Class P Fraction of the Subordinate Class P Mortgage Components), to the Class 1-A-1 Certificates, up to the related Senior Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (v3) from payments in respect of principal on the Subgroup 1-2 Mortgage Components, to the Class B-2 1-A-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) up to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate related Senior Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (viiii) With respect to the Class B-3 2A and Class A-P Certificates, to the extent of the Available Distribution Amount for Pool 2 for that Distribution Date; (A) concurrently, to the payment of the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in Shortfalls on each case, for such class of Class on such date2A Certificates (other than the Class 2-A-P Component); (viiiB) concurrently, (1) to the Class B-3 A-P Certificates, such Class’s Subordinate the Class Percentage AP Principal Distribution Amount payable for the Class 2-A-P Component relating to Subgroup 2-1; (2) from payments in respect of principal on the Subgroup 2-1 Mortgage Components (other than the portion of principal received on the related Class P Fraction of the Subordinate Class P Mortgage Components), to the Class 2-A-2, Class 2-A-3, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8 and Class A-R Certificates, up to the related Senior Principal Distribution Amount, sequentially, as follows: (a) to the Class A-R Certificates, until its Class Principal Amount has been reduced to zero; (ixb) to the Class B-4 2-A-3 Certificates, the Interest Class 2-A-3 Priority Amount for that Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution AmountDate, until its Class Principal Amount has been reduced to zero; (xic) concurrently, (I) 20%, to the Class 2-A-2 Certificates, until its Class Principal Amount has been reduced to zero; (II) 80%, sequentially, as follows: (A) to the Class B-5 2-A-5 and Class 2-A-6 Certificates, pro rata, based on Class Principal Amount, until the Interest Distribution Class Principal Amount and any accrued but unpaid Interest Shortfalls, in of each case, for such Class on such datehas been reduced to zero; (xiiB) to the Class B-5 2-A-7 Certificates, such Class’s Subordinate until its Class Percentage of Principal Amount has been reduced to zero; (C) to the Subordinate Class 2-A-8 Certificates, until its Class Principal Distribution AmountAmount has been reduced to zero; (d) to the Class 2-A-3 Certificates, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LT-R Certificates and the Class R Certificatesprovided, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date however, on and or after the Credit Support Depletion DateDate for the Group B Certificates, the Class 2-A-2, Class 2-A-3, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8 and Class 2-A-R Certificates will receive principal distributions of up to the related Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with based on their respective Class Principal Amounts. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(g) and (c5.02(h), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A Certificates and the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Trustee from funds in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls with respect to each class of Senior Certificates (other than the Class X Certificates) and the Components, with, subject to the proviso set forth below, (x) all amounts payable in respect of Component XB2 and Component XB3 being payable to the Class X-B Certificates and (y) all amounts payable in respect of the X-A1B Component and X-A2 Component being payable to the Class X-A Certificates; provided, however, that on each caseDistribution Date, amounts that would otherwise be payable to the Class X-A or Class X-B Certificates under this clause (a)(i) will (A) in the case of amounts otherwise payable to the Class X-A Certificates in respect of the X-A1B Component, be paid to the Class A-1B Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-1B Certificates as of such Distribution Date, (B) in the case of amounts otherwise payable to the Class on X-A Certificates in respect of the X-A2 Component, be paid to the Class A-2 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-2 Certificates as of such dateDistribution Date, and (C) in the case of amounts otherwise payable to the Class X-B Certificates, be paid to the Class B-2 and Class B-3 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class B-2 and Class B-3 Certificates, respectively, as of such Distribution Date; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) pro rata between (i) the Class A-R Certificate and Class A-1A Certificates and (ii) the Class A-1B Certificates (provided that the amount allocated to the Class A-1 A-R and Class A-2 Certificates, pro rata A-1A Certificates will be distributed sequentially in accordance with their respective Class Principal Amountsthat order), the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero;; and (B) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount thereof have been reduced to zero. (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 B-1, Class B-2 and Class B-3 Certificates, sequentially, in that order, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 B-1, Class B-2 and Class B-3 Certificates, sequentially, in that order, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iv) in the following order of priority: (A) to the Class B-2 B-4 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date; (viB) to the Class B-2 B-4 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (viiC) to the Class B-3 B-5 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date; (viiiD) to the Class B-3 B-5 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixE) to the Class B-4 B-6 Certificates, the payment of its Interest Distribution Amount and any accrued but unpaid outstanding Interest Shortfalls, in each case, for such Class on such date;; and (xF) to the Class B-4 B-6 Certificates, such Class’s ' Subordinate Class Percentage of the Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xivi) to To the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and (xiii) to the Class LTA-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). Amounts that would have been distributed in respect of the Class X-A and Class X-B Certificates, but for the proviso set forth in clause (a)(i) above shall be treated as having been distributed to the Class X-A Certificates (in respect of the X-A1B Component, in the case of payments to the Class A-1B Certificates, and the X-A2 Component, in the case of payments to the Class A-2 Certificates) and the Class X-B Certificates, as the case may be, for purposes of determining subsequent Interest Shortfalls with respect to the Class X-B Certificates and the Components of the Class X-A Certificates. (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for each Mortgage Pool shall be distributed to the Senior remaining Classes of Certificates of the related Certificate Group (and to the related Components of the Class X-A Certificates) on a pro rata basis, first, to pay the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; provided, however, that on each Distribution Date with respect to the Class A-1B or Class A-2 Certificates (other than as applicable) (i) the Interestamount of the Interest Distribution Amount that would otherwise be payable to the X-Only A1B Component will be paid to the Class A-1B Certificates to the extent of any Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls for the Class A-1B Certificates, and (ii) pro rata the amount of the Interest Distribution Amount that would otherwise be payable to the X-A2 Component will be paid to the Class A-2 Certificates to the extent of any Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls for the Class A-2 Certificates, second, to pay the Senior Principal Distribution Amount for such Mortgage Pool; and third, to the Class A-R Certificate, any remaining Available Distribution Amount from such Mortgage Pool. Amounts that would have been distributed in accordance respect of the X-A1B Component or X-A2 Component but for the proviso set forth in this Section 5.02(b) shall be treated as having been distributed to such Components for purposes of determining subsequent Interest Shortfalls with their respective Class Principal Amountsrespect to such Components. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a)5.02(a)(iv) and Section 5.02(a)(v) above, if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a5.02(a)(iv) and Section 5.02(a)(v) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(vi) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in this Section 5.02, each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group, the X-A1B Component shall be related to Pool 1 and the X-A2 Component shall be related to Pool 2. (f) For purposes of distributions of interest in paragraph (a) of this Section 5.02(a) 5.02 such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fg) Amounts distributed to Notwithstanding the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect priority of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC distributions set forth in paragraph (a) of this Section 5.02, if on any Distribution Date prior to the Preliminary StatementCredit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate Principal Amount of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero, then that portion of the Available Distribution Amount for such Mortgage Pool described in Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates on a pro rata basis in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1A Certificates shall be distributed sequentially thereto in such order. (gh) On each If, on any Distribution Date Date, any Certificate Group would constitute an Undercollateralized Group and the other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group to the extent remaining following distributions of funds available interest and principal to the related Senior Certificates of that Certificate Group and to the Components of the Class X-A Certificates, if any, related to the Overcollateralized Group, shall be distributed up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group to the Senior Certificates related to the Undercollateralized Group and to the Components of the Class X-A Certificates related to the Undercollateralized Group in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee same order and shall withdraw amounts equal to the Trustee Fee and shall pay priority as such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) Certificates would receive other distributions of the definition of “Available Distribution Amountprincipal.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b), (c), (l) and (cm), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A Certificates and the Senior Certificates other than the Class X-B Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Securities Administrator from funds in the Distribution Account and allocated among the Classes of Senior Certificates Certificates, Components related to such Classes and Subordinate Certificates in the following order of priority: (i) Concurrently, from the related Available Distribution Amount, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls on each Class of Senior Certificates, and each Component thereof, of the Related Certificate Group; provided, however, that on each Distribution Date, the amount of interest that would otherwise be distributable to the Pool 1 Component, the Pool 2 Component and the Class X-B Certificates, will be deposited in each casethe Reserve Fund and credited to the Class X-A Pool 1 Component Sub Account, the Class X-A Pool 2 Component Sub Account or the Class X-B Sub Account of the Reserve Fund, as applicable, to the extent of the related Required Reserve Fund Deposit for such Class on such dateDistribution Date; (ii) Concurrently, to the Senior Certificates of the Related Certificate Group, from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (A) sequentially, to the Class A-R Certificates and the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero;and (B) to the Class A-2 Certificates, the Senior Principal Distribution Amount for Pool 2, until the Class Principal Amount of such Class has been reduced to zero; (iii) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) and (ii) above, to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (iii) above, to the Class B-1 Certificates, such Class’s ' Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (v) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after the application of amounts pursuant to clauses (i) through (iv) above, to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) From the Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (v) above, to the Class B-2 Certificates, such Class’s ' Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (vii) Concurrently, (A) from the Class X-A Pool 1 Component Sub Account, to the Class A-1 Certificates, (B) from the Class X-A Pool 2 Component Sub Account, to the Class A-2 Certificates and (C) from the Class X-B Sub Account, sequentially, to the Class B-1 and Class B-2 Certificates, in that order, any related Net WAC Shortfalls or related unpaid Net WAC Shortfalls for such date; (viii) From the remaining Available Distribution Amount from the Mortgage Pools in the aggregate remaining after application of amounts pursuant to clauses (i) through (vi) in the following order of priority: (A) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (viiiB) to the Class B-3 Certificates, such Class’s ' Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (ixC) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xD) to the Class B-4 Certificates, such Class’s ' Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (xiE) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such and date; (xiiF) to the Class B-5 Certificates, such Class’s ' Subordinate Class Percentage of the aggregate Subordinate Principal Distribution AmountAmount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; (G) to the Class B-6 Certificates, the Interest Distribution Amount and any Interest Shortfalls, in each case, for such Class and date; and (H) to the Class B-6 Certificates, such Class' Subordinate Class Percentage of the aggregate Subordinate Principal Distribution Amount for each Mortgage Pool, until its Class Principal Amount has been reduced to zero; and (xiiiix) to To the Class A-R Certificate and the Class LT-R Certificates and the Class R CertificatesCertificate, any remaining amount of the Available Distribution Amount from the Mortgage Pools in the aggregate allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Available Distribution Amount for the Mortgage Pools shall be combined and distributed to the Senior Certificates (other than remaining Classes of Certificates, first, to pay the Interest-Only Certificates) Interest Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay principal on a pro rata in accordance with their respective basis; third, to pay any Net WAC Shortfall or any unpaid Net WAC Shortfall; and fourth, to the Class Principal AmountsA-R and Class LT-R Certificates, any remaining Available Distribution Amount from such Mortgage Pool. (c) Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum aggregate of the related Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority higher numerical Class designation than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal Principal Prepayments shall be made to any such Classes. The Subordinate Classes and the amount of such Principal Distribution Amount Prepayment otherwise distributable to such Classes shall be allocated among the distributed to any Classes of Subordinate Certificates having higher payment priorities lower numerical Class designations than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above. (d) Amounts distributed to the Residual Certificates pursuant to subparagraph (a)(x) of this Section 5.02(a)(xiii) 5.02 on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions provided in paragraph (a), each Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable Related Certificate Group. (f) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-1 Certificates, the Securities Administrator shall withdraw from the Reserve Fund (and debit to the Class X-A Pool 1 Component Sub Account), the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts credited to the related Sub Account as provided in Section 5.02(a)(vii). (g) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class A-2 Certificates, the Securities Administrator will withdraw from the Reserve Fund (and debit to the Class X-A Pool 2 Component Sub Account), the amount for distribution to such Class equal to the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts credited to the related Sub Account as provided in Section 5.02(a)(vii). (h) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class B-1 or Class B-2 Certificates, the Securities Administrator will withdraw from the Reserve Fund (and debit to the Class X-B Sub Account), the lesser of (1) the amount of such Net WAC Shortfall and (2) the amounts credited to the related Sub Account as provided in Section 5.02(a)(vii). (i) [Reserved]. (j) For purposes of distributions of interest in Section 5.02(aparagraph (a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (fk) Amounts distributed If, immediately after any Distribution Date, the amount credited to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect any Sub Account of the Lower Tier REMIC regular interests in accord with Reserve Fund exceeds the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In additioninitial credit thereto, the Securities Administrator shall will distribute from the Reserve Fund (and debit to such Sub Account) such excess to the Holders of the Certificates in respect of which amounts were credited to the relevant Sub Account. (l) Notwithstanding the priority of distributions set forth in paragraph (a) above, if on any Distribution Date prior to the Credit Support Depletion (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the aggregate Class Principal Amount of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero, then that portion of the Available Distribution Amount for each Mortgage Pool described in clause Section 5.02(a)(ii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in the other Certificate Group, in reduction of, and in proportion to, the Class Principal Amounts thereof; provided, however, that any such amounts distributable to the Class A-R and Class A-1 Certificates shall be distributed first, to the Class A-R Certificates and, second, to the Class A-1 Certificates. (Cm) If, on any Distribution Date, either Certificate Group would constitute an Undercollateralized Group and the other Certificate Group constitutes an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions of interest and principal to the related Senior Certificates of that Certificate Group shall be distributed, up to the sum of the definition Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group, to the Senior Certificates related to the Undercollateralized Group in payment of “Available Distribution Amountaccrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same order and priority as such Certificates would receive other distributions of principal.”

Distributions from the Distribution Account. (a) Subject to Sections 5.02(b5.02(h) and (c5.02(i), on each Distribution Date, the Available Distribution Amount, to Amount for the extent received by related Mortgage Pool (in the Securities Administrator, case of the Components of the Class X-A-1 and Class X-A-2 Certificates and the Senior Certificates other than the Class X Certificates) and the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates and the Class X-B Certificates) shall be withdrawn by the Paying Agent Trustee from funds in the Distribution Account and allocated among the Classes classes of Senior Certificates and Subordinate Certificates in the following order of priority: (i) Concurrently, to the Senior Certificates, pro rata, such Class’s payment of the Interest Distribution Amount and any accrued but unpaid Interest ShortfallsShortfalls with respect to each class of Senior Certificates (other than the Class X Certificates) and the Components, with, subject to the proviso set forth below, (x) all amounts payable in respect of Component XB1, Component XB2 and Component XB3 being payable to the Class X-B Certificates, (y) all amounts payable in respect of the Pool 1 NAS Component and the Pool 2 NAS Component being payable to the Class X-A-1 Certificates and (z) all amounts payable in respect of the Pool 1 Companion Component and the Pool 2 Companion Component being payable to the Class X-A-2 Certificates; provided, however, that on each caseDistribution Date, amounts that would otherwise be payable to the Class X-A-1, Class X-A-2 or Class X-B Certificates under this clause (a)(i) will (A) in the case of amounts otherwise payable to the Class X-A-1 or Class X-A-2 Certificates in respect of the Pool 1 NAS Component or Pool 1 Companion Component, be paid to the Class A-1 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-1 Certificates as of such Distribution Date, (B) in the case of amounts otherwise payable to the Class on X-A-1 and Class X-A-2 Certificates in respect of the Pool 2 NAS Component or Pool 2 Companion Component, be paid to the Class A-2 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class A-2 Certificates as of such dateDistribution Date, (C) in the case of amounts otherwise payable to the Class X-B Certificates, be paid to the Class B-2 Certificates to the extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class B-2 Certificates, respectively, as of such Distribution Date, (D) in the case of amounts otherwise payable to the Class X-A-2 Certificates in respect of the Pool 1 Companion Component, be paid to the Class X-A-1 Certificates in respect of the Pool 1 NAS Component to the extent of any previously unreimbursed amounts not distributed in respect of the Pool 1 NAS Component as a result of clause (A) above or as a result of the Current Interest Restriction and (E) in the case of amounts otherwise payable to the Class X-A-2 Certificates in respect of the Pool 2 Companion Component, be paid to the Class X-A-1 Certificates in respect of the Pool 2 NAS Component to the extent of any previously unreimbursed amounts not distributed in respect of the Pool 2 NAS Component as a result of clause (B) above or as a result of the Current Interest Restriction; (ii) Concurrently, to the Senior Certificates from the Available Distribution Amount remaining in the related Mortgage Pool after application of amounts pursuant to clause (i) above, as follows: (a) sequentially to the Class A-1 A-R and Class A-2 A-1 Certificates, pro rata in accordance with their respective Class Principal Amountsthat order, the Senior Principal Distribution AmountAmount for Pool 1, until their respective Class Principal Amounts have been reduced to zero; (iiib) to the Class B-1 A-2 Certificates, the Interest Senior Principal Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (iv) to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution AmountPool 2, until its Class Principal Amount has been reduced to zero; (vc) to the Class B-2 A-3 Certificates, the Interest Senior Principal Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (vi) to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (vii) to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (viii) to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (ix) to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (x) to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; (xi) to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date; (xii) to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution AmountPool 3, until its Class Principal Amount has been reduced to zero; and (xiiid) to the Class LT-R Certificates A-4A and the Class R A-4B Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d). (b) On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed for Pool 4 as follows: to the Senior Class A-4A Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective until its Class Principal Amounts. (c) Notwithstanding the priority Amount has been reduced to zero and allocation set forth in Section 5.02(a), if with respect then to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such ClassA-4B Certificates, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the until its Class Principal Amounts of the respective Classes immediately prior Amount has been reduced to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) abovezero. (d) Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans. (e) For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. (f) Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement. (g) On each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and shall pay such amounts to the Trustee. In addition, the Securities Administrator shall distribute the amounts described in clause (C) of the definition of “Available Distribution Amount.”