Common use of Miscellaneous REMIC Provisions Clause in Contracts

Miscellaneous REMIC Provisions. (a) The Trustee shall elect that each of REMIC I, REMIC II and REMIC III shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) The REMIC I will be evidenced by (x) the Class IA, Class IB, and Class IC Certificates (the "REMIC I Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC I and (y) the Class R-I Certificates, which are hereby designated as the single "residual interest" in the REMIC I (the REMIC I Regular Interests, together with the Class R-I Certificates, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of the REMIC I as being issued to and held by the Trustee on behalf of REMIC II. The Class IA Certificates shall have an initial principal balance equal to the sum of the initial principal balances of the Class A-6 and A-7 Certificates (that is, $197,600,000.00). The Class IB Certificates shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the initial principal balance of the Class IA Certificate (that is, $1,387,400,000.00). The Class IC Certificates shall have an initial principal balance equal to the Original Group II Loan Balance (that is, $165,000,000.00). On each Payment Date, principal collections on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the principal payable on the Class A-6 and A-7 Certificates shall be payable on the Class IA Certificates and the remaining principal collections shall be payable to the Class IB Certificates. On each Payment Date, to the extent that any of the Aggregate Extra Principal Distribution Amount is paid to the Class A-6 and A-7 Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IB Certificates shall instead be paid as principal on the Class IA Certificates (and will be accrued and added to principal on the Class IB Certificates). Realized Losses on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the Realized Losses allocable to the Class A-6 or A-7 Certificates shall be allocable to the Class IA Certificates and the remaining Realized Losses shall be allocable to the Class IB Certificates. All principal collections and Realized Losses on Group II Home Equity Loans shall be allocated to the Class IC Certificates. The Class IA and Class IB Certificates shall each have Pass-Through Rates equal to the weighted average Coupon Rate of the Group I Home Equity Loans net of the sum of the Servicing Fee for Loan Group I, and the Trustee Fee for Loan Group I and the Premium Amount for Loan Group I (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group I). The Class IC Certificates shall have a Pass-Through Rate equal to the weighted average Coupon Rate of the Group II Home Equity Loans as of the opening of business on the first day of the related Remittance Period net of the sum of the Servicing Fee for Loan Group II, the Trustee Fee for Loan Group II, and the Premium Amount for Loan Group II (expressed as a per annum rate on the Group Loan Balance for Loan Group II). The Class R-I Certificates shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Date after all amounts required to be distributed to the Class IA, Class IB, and Class IC Certificates and applicable Trust expenses have been paid. (c) The REMIC II will be evidenced by (x) the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class II-B, Class II-A-IO, Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II and (y) the Class R-II Certificates, which are hereby designated as the single "residual interest" in the REMIC II (the REMIC II Regular Interests, together with the Class R-II Certificates, the "REMIC II Certificates"). The REMIC II Regular Interests shall be recorded on the records of the REMIC II as being issued to and held by the Trustee on behalf of REMIC III. Any Aggregate Extra Principal Distribution Amount will not be paid as interest to the REMIC II Regular Interests, but instead to the extent available, a portion of the interest payable with respect to the Class II-M-3 Certificates which equals 1% of the Extra Principal Distribution Amount (and, to the extent 1% of the Extra Principal Distribution Amount exceeds the interest payable on the Class II-M-3 Certificates, a pro rata portion of the interest payable on the Class II-M-1 and Class II-M-2 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates in the same manner in which the Extra Principal Distribution Amount is allocated among the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively (and will be accrued and added to principal on the Class II-M-1, Class II-M-2 and Class II -M-3 Certificates in the same proportion as interest payable on such Certificates is used to reduce principal on other Certificates as just described). Principal payments on the Home Equity Loans shall be allocated 99% to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates, and 1% to the Class II-A-1, Class II-A-2, Class II -A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates until paid in full. The aggregate amount of principal allocated to the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable with respect to the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively. The aggregate amount of principal allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates shall be allocated and apportioned among such Certificates first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of principal necessary which when applied to such classes can be applied so that the ratio of the principal balance of the Class II-M-1 Certificates to the principal balance of the Class II-M-2 Certificates equals the ratio of the Group I Loan Balance to the Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 Certificates. Notwithstanding the above, principal payments on the Home Equity Loans that are attributable to the Aggregate Overcollateralization Release Amount shall be allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (allocated first to the Class II-M-3 Certificates until such certificates are paid in full, and second to the Class II-M-1 and Class II-M-2 Certificates and apportioned among the Class II-M-1 and Class II-M-2 Certificates in such a manner that the Balance Ratio is maintained until paid in full). Realized Losses shall be applied such that after all distribution have been made on such Payment Date the principal balance of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates are each 1% of the principal balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively, and the aggregate principal balance of the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates is equal to the Total Loan Balances of the Home Equity Loans less an amount equal to the sum of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates and is allocated and apportioned first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of Realized Losses necessary which when applied to such Classes can be applied in such a manner that the Balance Ratio is maintained, and second, to the Class II-M-3 Certificates. The REMIC II Certificates will have the following designations and Pass-Through Rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner:

Miscellaneous REMIC Provisions. (a) The Trustee shall elect that each of REMIC I, REMIC II and REMIC III shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests (as defined below) shall constitute the assets of REMIC III. (b) The REMIC I will be evidenced by (x) the Class IA, Class IB, and Class IC Certificates (the "REMIC I Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC I and (y) the Class R-I Certificates, which are hereby designated as the single "residual interest" in the REMIC I (the REMIC I Regular Interests, together with the Class R-I Certificates, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of the REMIC I as being issued to and held by the Trustee on behalf of REMIC II. The Class IA Certificates shall have an initial principal balance equal to the sum of the initial principal balances balance of the Class A-6 and A-7 Certificates (that is, $197,600,000.0026,950,000). The Class IB Certificates shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the initial principal balance of the Class IA Certificate Certificates (that is, $1,387,400,000.00358,167,000). The Class IC Certificates shall have an initial principal balance equal to the Original Group II Loan Balance (that is, $165,000,000.00165,000,000). On each Payment Date, principal collections on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the principal payable on the Class A-6 and A-7 Certificates shall be payable on the Class IA Certificates and the remaining principal collections shall be payable to the Class IB Certificates. On each Payment Date, to the extent that any of the Aggregate Extra Principal Distribution Amount is paid to the Class A-6 and A-7 Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IB Certificates shall instead be paid as principal on the Class IA Certificates (and will be accrued and added to principal on the Class IB Certificates). Realized Losses on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the Realized Losses allocable to the Class A-6 or A-7 Certificates shall be allocable to the Class IA Certificates and the remaining Realized Losses shall be allocable to the Class IB Certificates. All On each Payment Date, all principal collections and Realized Losses on the Group II Home Equity Loans shall be allocated to the Class IC Certificates. The Class IA and Class IB Certificates shall each have Pass-Through Rates equal to the weighted average Coupon Rate of the Group I Home Equity Loans net of the sum of the Servicing Fee for Loan Group I, and the Trustee Fee for Loan Group I I, and the Premium Amount for Loan Group I (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group I). The Class IC Certificates shall have a Pass-Through Rate equal to the weighted average Coupon Rate of the Group II Home Equity Loans as of the opening of business on the first day of the related Remittance Period net of the sum of the Servicing Fee for Loan Group II, the Trustee Fee for Loan Group II, and the Premium Amount for Loan Group II (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group II). The Class R-I Certificates shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Date after all amounts required to be distributed to the Class IA, Class IB, IB and Class IC Certificates and applicable Trust expenses have been paid. (c) The REMIC II will be evidenced by (x) the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9A-9IO, Class II-BB-1, Class II-A-IOB-2, Class II-M-1, Class II-M-2 M-2, and Class II-M-3 Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II and (y) the Class R-II Certificates, which are hereby designated as the single "residual interest" in the REMIC II (the REMIC II Regular Interests, together with the Class R-II Certificates, the "REMIC II Certificates"). The REMIC II Regular Interests shall be recorded on the records of the REMIC II as being issued to and held by the Trustee on behalf of REMIC III. Any Aggregate Extra Principal Distribution Amount will not be paid as interest to the REMIC II Regular Interests, but instead to the extent available, a portion of the interest payable with respect to the Class II-M-3 Certificates which equals 1% of the Extra Principal Distribution Amount (and, to the extent 1% of the Extra Principal Distribution Amount exceeds the interest payable on the Class II-M-3 Certificates, a pro rata portion of the interest payable on the Class II-M-1 and Class II-M-2 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates in the same manner in which the Extra Principal Distribution Amount is allocated among the Class X-0A-1, Xxxxx X-0Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8A-8 and, with respect to both the Class A-9II-B-1 and Class II-B-2 Certificates, and to Class B Certificates, respectively (and will be accrued and added to principal on the Class II-M-1, M-1 and Class II-M-2 and Class II -M-3 Certificates in the same proportion as interest payable on such Certificates is used to reduce principal on other Certificates as just described). Principal payments on the Home Equity Loans shall be allocated 99% to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates, and 1% to the Class II-A-1, Class II-A-2, Class II -A-3II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates until paid in full. The aggregate amount of principal allocated to the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable with respect to the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8A-8 and, with respect to both the Class A-9II-B-1 and Class II-B-2 Certificates, and to Class B Certificates, respectively. The aggregate amount of principal allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates shall be allocated and apportioned among such Certificates first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of principal necessary which when applied to such classes can be applied so that the ratio of the principal balance of the Class II-M-1 Certificates to the principal balance of the Class II-M-2 Certificates equals the ratio of the Group I Loan Balance to the Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 Certificates. Notwithstanding the above, principal payments on the Home Equity Loans that are attributable to the Aggregate Overcollateralization Release Amount shall be allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (allocated first to the Class II-M-3 Certificates until such certificates are paid in full, and second to the Class II-M-1 and Class II-M-2 Certificates and apportioned among the Class II-M-1 and Class II-M-2 Certificates in such a manner that the Balance Ratio is maintained until paid in full). Realized Losses shall be applied such that after all distribution distributions have been made on such Payment Date the principal balance of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, and the sum of the Class II-A-9, B-1 and Class II-B B-2 Certificates are each 1% of the principal balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, A-8 and Class B Certificates, respectively, and the aggregate principal balance of the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates is equal to the Total Loan Balances of the Home Equity Loans less an amount equal to the sum of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates and is allocated and apportioned first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of Realized Losses necessary which when applied to such Classes can be applied in such a manner that the Balance Ratio is maintained, and second, to the Class II-M-3 Certificates. The REMIC II Certificates will have the following designations and Pass-Through Rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner:: Pass- Allocation Allocation REMIC II Initial Through of of Certificates Balance Rate Principal Interest ------------ ------------ ------- ---------- ----------

Miscellaneous REMIC Provisions. (a) The Trustee shall elect that each of REMIC I, REMIC II and REMIC III shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests (as defined below) shall constitute the assets of REMIC III. (b) The . REMIC I will be evidenced by (x) the Class IA, Class IB, and Class IC Certificates (the "REMIC I Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC I and (y) the Class R-I Certificates, which are hereby designated as the single "residual interest" in the REMIC I (the REMIC I Regular Interests, together with the Class R-I Certificates, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of the REMIC I as being issued to and held by the Trustee on behalf of REMIC II. The Class IA Certificates shall have an initial principal balance equal to the sum of the initial principal balances balance of the Class A-6 and A-7 Certificates (that is, $197,600,000.0034,125,000). The Class IB Certificates shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the initial principal balance of the Class IA Certificate Certificates (that is, $1,387,400,000.00453,352,925). The Class IC Certificates shall have an initial principal balance equal to the Original Group II Loan Balance (that is, $165,000,000.00162,522,163). On each Payment Date, principal collections on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the principal payable on the Class A-6 and A-7 Certificates shall be payable on the Class IA Certificates and the remaining principal collections shall be payable to the Class IB Certificates. On each Payment Date, to the extent that any of the Aggregate Extra Principal Distribution Amount is paid to the Class A-6 and A-7 Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IB Certificates shall instead be paid as principal on the Class IA Certificates (and will be accrued and added to principal on the Class IB Certificates). Realized Losses on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the Realized Losses allocable to the Class A-6 or A-7 Certificates shall be allocable to the Class IA Certificates and the remaining Realized Losses shall be allocable to the Class IB Certificates. All On each Payment Date, all principal collections and Realized Losses on the Group II Home Equity Loans shall be allocated to the Class IC Certificates. The Class IA and Class IB Certificates shall each have Pass-Through Rates equal to the weighted average Coupon Rate of the Group I Home Equity Loans net of the sum of the Servicing Fee for Loan Group I, and the Trustee Fee for Loan Group I I, and the Premium Amount for Loan Group I (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group I). The Class IC Certificates shall have a Pass-Through Rate equal to the weighted average Coupon Rate of the Group II Home Equity Loans as of the opening of business on the first day of the related Remittance Period net of the sum of the Servicing Fee for Loan Group II, the Trustee Fee for Loan Group II, and the Premium Amount for Loan Group II (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group II). The Class R-I Certificates shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Date after all amounts required to be distributed to the Class IA, Class IB, IB and Class IC Certificates and applicable Trust expenses have been paid. (c) The . REMIC II will be evidenced by (x) the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9A-9IO, Class II-BB-1, Class II-A-IOB-2, Class II-M-1, Class II-M-2 M-2, and Class II-M-3 Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II and (y) the Class R-II Certificates, which are hereby designated as the single "residual interest" in the REMIC II (the REMIC II Regular Interests, together with the Class R-II Certificates, the "REMIC II Certificates"). The REMIC II Regular Interests shall be recorded on the records of the REMIC II as being issued to and held by the Trustee on behalf of REMIC III. Any Aggregate Extra Principal Distribution Amount will not be paid as interest to the REMIC II Regular Interests, but instead to the extent available, a portion of the interest payable with respect to the Class II-M-3 Certificates which equals 1% of the Extra Principal Distribution Amount (and, to the extent 1% of the Extra Principal Distribution Amount exceeds the interest payable on the Class II-M-3 Certificates, a pro rata portion of the interest payable on the Class II-M-1 and Class II-M-2 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates in the same manner in which the Extra Principal Distribution Amount is allocated among the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8A-8 and, with respect to both the Class A-9II-B-1 and Class II-B-2 Certificates, and to Class B Certificates, respectively (and will be accrued and added to principal on the Class II-M-1, M-1 and Class II-M-2 and Class II -M-3 Certificates in the same proportion as interest payable on such Certificates is used to reduce principal on other Certificates as just described). Principal payments on the Home Equity Loans shall be allocated 99% to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates, and 1% to the Class II-A-1, Class II-A-2, Class II -A-3II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates until paid in full. The aggregate amount of principal allocated to the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable with respect to the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8A-8 and, with respect to both the Class A-9II-B-1 and Class II-B-2 Certificates, and to Class B Certificates, respectively. The aggregate amount of principal allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates shall be allocated and apportioned among such Certificates first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of principal necessary which when applied to such classes can be applied so that the ratio of the principal balance of the Class II-M-1 Certificates to the principal balance of the Class II-M-2 Certificates equals the ratio of the Group I Loan Balance to the Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 Certificates. Notwithstanding the above, principal payments on the Home Equity Loans that are attributable to the Aggregate Overcollateralization Release Amount shall be allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (allocated first to the Class II-M-3 Certificates until such certificates are paid in full, and second to the Class II-M-1 and Class II-M-2 Certificates and apportioned among the Class II-M-1 and Class II-M-2 Certificates in such a manner that the Balance Ratio is maintained until paid in full). Realized Losses shall be applied such that after all distribution distributions have been made on such Payment Date the principal balance of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, and the sum of the Class II-A-9, B-1 and Class II-B B-2 Certificates are each 1% of the principal balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, A-8 and Class B Certificates, respectively, and the aggregate principal balance of the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates is equal to the Total Loan Balances of the Home Equity Loans less an amount equal to the sum of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates and is allocated and apportioned first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of Realized Losses necessary which when applied to such Classes can be applied in such a manner that the Balance Ratio is maintained, and second, to the Class II-M-3 Certificates. The REMIC II Certificates will have the following designations and Pass-Through Rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner:: Pass- REMIC II Initial Through Allocation Allocation Certificates Balance Rate of Principal of Interest ------------ ------------ ------- ------------ ----------- II-A-1 $1,642,000 (1) (5) (6) II-A-2 $969,400 (1) (5) (6) II-A-3 $532,590 (1) (5) (6) II-A-4 $299,050 (1) (5) (6) II-A-5 $314,010 (1) (5) (6) II-A-6 $532,450 (1) (5) (6) II-A-7 $341,250 (1) (5) (6) II-A-8 $1,543,750 (1) (5) (6) II-A-9IO (notional) (2) (notional) (7) Pass- REMIC II Initial Through Allocation Allocation Certificates Balance Rate of Principal of Interest ------------ ------------ ------- ------------ ----------- II-B-I $243,738 (1) (5) (6) II-B-2 $81,261 (1) (5) (6) II-M-1 $4,874,779 (3) (5) (6) II-M-2 $1,625,221 (4) (5) (6) II-M-3 $637,000,087 (1) (5) (6) R-II 0 (8) (8) (8) -----------

Miscellaneous REMIC Provisions. (ai) The Trustee shall elect that each of the REMIC IIF, REMIC II IA, REMIC II, and the REMIC III shall be treated as a REMIC REMICs under Section 860D of the Code, as described in Section 9.11. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement the Trust shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (bii) The REMIC I IF will be evidenced by (x) the Class IA, Class IB, IF-A and Class IC IF-B Certificates (the "REMIC I IF Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC I IF and (y) the Class R-I CertificatesIF Certificate, which are is hereby designated as the single "residual interest" in the REMIC I IF (the REMIC I IF Regular Interests, together with the Class R-I CertificatesIF Certificate, the "REMIC I CertificatesIF Interests"). The REMIC I IF Regular Interests shall be recorded on the records of the REMIC I IF as being issued to and held by the Trustee on behalf of the REMIC II. . (iii) The Class REMIC IA Certificates shall have an initial principal balance equal to the sum of the initial principal balances of the Class A-6 and A-7 Certificates will be evidenced by (that is, $197,600,000.00). The Class IB Certificates shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the initial principal balance of the Class IA Certificate (that is, $1,387,400,000.00). The Class IC Certificates shall have an initial principal balance equal to the Original Group II Loan Balance (that is, $165,000,000.00). On each Payment Date, principal collections on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the principal payable on the Class A-6 and A-7 Certificates shall be payable on the Class IA Certificates and the remaining principal collections shall be payable to the Class IB Certificates. On each Payment Date, to the extent that any of the Aggregate Extra Principal Distribution Amount is paid to the Class A-6 and A-7 Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IB Certificates shall instead be paid as principal on x) the Class IA Certificates (and the "REMIC IA Regular Interests"), which will be accrued uncertificated and added to principal on non-transferable and are hereby designated as the "regular interests" in the REMIC IA and (y) the Class IB Certificates). Realized Losses on R-IA Certificate, which is hereby designated as the Group I Home Equity Loans shall be allocated as follows: an amount equal to single "residual interest" in the Realized Losses allocable to REMIC IA (the REMIC IA Regular Interests, together with the Class A-6 or A-7 Certificates shall be allocable to R-IA Certificate, the Class "REMIC IA Certificates and the remaining Realized Losses shall be allocable to the Class IB Certificates. All principal collections and Realized Losses on Group II Home Equity Loans shall be allocated to the Class IC Certificates. The Class IA and Class IB Certificates shall each have Pass-Through Rates equal to the weighted average Coupon Rate of the Group I Home Equity Loans net of the sum of the Servicing Fee for Loan Group I, and the Trustee Fee for Loan Group I and the Premium Amount for Loan Group I (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group IInterests"). The Class IC Certificates REMIC IA Regular Interests shall have a Pass-Through Rate equal to be recorded on the weighted average Coupon Rate records of the Group II Home Equity Loans REMIC IA as being issued to and held by the Trustee on behalf of the opening of business on the first day of the related Remittance Period net of the sum of the Servicing Fee for Loan Group REMIC II, the Trustee Fee for Loan Group II, and the Premium Amount for Loan Group II (expressed as a per annum rate on the Group Loan Balance for Loan Group II). The Class R-I Certificates shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Date after all amounts required to be distributed to the Class IA, Class IB, and Class IC Certificates and applicable Trust expenses have been paid. (civ) The REMIC II will be evidenced by (x) the Class II-A-1AF, Class II-1F, Class II-2F, Class II-3F, Class II-4F, Class II-5F, Class II-6F, Class II-7F, Class II-8F, Class II-9F, Class II-A-2MF, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class II-B, Class II-A-IO, Class II-M-1AA, Class II-M-2 II-1A, Class II-2A, Class II-3A, Class II-4A and Class II-M-3 MA Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II and (y) the Class R-II CertificatesCertificate, which are is hereby designated as the single "residual interest" in the REMIC II (the REMIC II Regular Interests, together with the Class R-II CertificatesCertificate, the "REMIC II CertificatesInterests"). The REMIC II Regular Interests shall be recorded on the records of the REMIC II as being issued to and held by the Trustee on behalf of the REMIC III. Any Aggregate Extra Principal Distribution Amount will not be paid as interest to the REMIC II Regular Interests, but instead to the extent available, a portion of the interest payable with respect to the 100 106 (v) The Class II-M-3 Certificates which equals 1% of the Extra Principal Distribution Amount (and, to the extent 1% of the Extra Principal Distribution Amount exceeds the interest payable on the Class II-M-3 Certificates, a pro rata portion of the interest payable on the Class II-M-1 and Class II-M-2 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates in the same manner in which the Extra Principal Distribution Amount is allocated among the Class X-0, Xxxxx X-0, Class Xxass A-3, Class A-4, Class A-5, Class A-6A- 6, Xxass A-IO, Class A-7M-1F, Class A-8M-2F, Class A-9B-1F, Class A-1A, Class M-1A, Class M-2A, Class B-1A, and Class B C Certificates, respectively consisting of two components (and will be accrued and added to principal on the Class IIC-M-1, Class II-M-2 F Component and Class II -M-3 Certificates in the same proportion as interest payable on such Certificates is used to reduce principal on other Certificates as just described). Principal payments on the Home Equity Loans shall be allocated 99% to the Class IIC-M-1A Component as defined in footnote 5 below), Class II-M-2 and Class II-M-3 Certificates, and 1% to the Class II-A-1, Class II-A-2, Class II -A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates until paid in full. The aggregate amount of principal allocated to the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable are hereby designated as "regular interests" with respect to the REMIC III and the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively. The aggregate amount of principal allocated R-III Certificate is hereby designated as the single "residual interest" with respect to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates shall be allocated and apportioned among such Certificates first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of principal necessary which when applied to such classes can be applied so that the ratio of the principal balance of the Class II-M-1 Certificates to the principal balance of the Class II-M-2 Certificates equals the ratio of the Group I Loan Balance to the Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 Certificates. Notwithstanding the above, principal payments on the Home Equity Loans that are attributable to the Aggregate Overcollateralization Release Amount shall be allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (allocated first to the Class II-M-3 Certificates until such certificates are paid in full, and second to the Class II-M-1 and Class II-M-2 Certificates and apportioned among the Class II-M-1 and Class II-M-2 Certificates in such a manner that the Balance Ratio is maintained until paid in full). Realized Losses shall be applied such that after all distribution have been made on such Payment Date the principal balance of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates are each 1% of the principal balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively, and the aggregate principal balance of the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates is equal to the Total Loan Balances of the Home Equity Loans less an amount equal to the sum of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates and is allocated and apportioned first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of Realized Losses necessary which when applied to such Classes can be applied in such a manner that the Balance Ratio is maintained, and second, to the Class II-M-3 Certificates. The REMIC II Certificates will have the following designations and Pass-Through Rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner:III.

Miscellaneous REMIC Provisions. (a) The Trustee shall elect that each of REMIC I, I and REMIC II and REMIC III shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests Certificates (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) The REMIC I will be evidenced by (x) the Class IA, Class IB, and Class IC Certificates (the "REMIC I Regular Interests"), described below, which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC I and (y) the Class R-I Certificates, which are hereby designated as the single "residual interest" in the REMIC I (the REMIC I Regular InterestsCertificates, together with the Class R-I Certificates, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of the REMIC I as being issued to and held by the Trustee on behalf of REMIC II. The Class IA On each of the first six Payment Dates, the Principal Remittance Amount shall reduce the principal balances of the REMIC I Certificates shall have an initial principal balance equal in the same manner that such collections are payable with respect to the sum Corresponding Classes of Certificates. Thereafter, the initial Principal Remittance Amount shall reduce the principal balances of the Class I-A-5 and Class I-A-6 and A-7 Certificates (that is, $197,600,000.00). The Class IB Certificates shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the initial principal balance of the Class IA Certificate (that is, $1,387,400,000.00). The Class IC Certificates shall have an initial principal balance equal to the Original Group II Loan Balance (that is, $165,000,000.00). On each Payment Date, principal same extent such collections on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the principal are payable on the Class A-6 and A-7 Certificates shall be payable on the Class IA Certificates and the remaining principal collections shall be payable with respect to the Class IB A-5 and Class A-6 Certificates, respectively, and any remaining Principal Remittance Amount shall reduce the principal balances of the REMIC I Regular Certificates (other than the Class I-A-5 and Class I-A-6 Certificates) pro rata based on their current principal balances. On each Payment Date, to To the extent that any of the Aggregate Extra Principal Distribution Monthly Excess Interest Amount is paid to the Class A-6 and A-7 A-5 Certificates pursuant to Section 7.03(d)(i)as an Extra Principal Distribution Amount, an amount of interest interest, equal to such payment, that would otherwise be payable on the REMIC I Regular Certificates (other than the Class IB Certificates I-A-5 and Class I- A-6 Certificates) shall instead be paid as principal on the Class IA I-A-5 Certificates (and will be accrued and added to principal on the REMIC I Regular Certificate (other than the Class IB I-A-5 and Class I-A-6 Certificates) pro rata based on their current principal balances). Realized Losses on the Group I Home Equity Loans shall be allocated as follows: an amount equal Similarly, to the Realized Losses allocable extent that any Monthly Excess Interest Amount is paid to the Class A-6 or A-7 Certificates shall be allocable to the Class IA Certificates and the remaining Realized Losses shall be allocable to the Class IB Certificates. All principal collections and Realized Losses on Group II Home Equity Loans shall be allocated to the Class IC Certificates. The Class IA and Class IB Certificates shall each have Pass-Through Rates as an Extra Principal Distribution Amount, an amount of interest, equal to the weighted average Coupon Rate of the Group I Home Equity Loans net of the sum of the Servicing Fee for Loan Group Isuch payment, and the Trustee Fee for Loan Group I and the Premium Amount for Loan Group I (the sum expressed as a per annum rate that would otherwise be payable on the Group Loan Balance for Loan Group I). The Class IC Certificates shall have a Pass-Through Rate equal to the weighted average Coupon Rate of the Group II Home Equity Loans as of the opening of business on the first day of the related Remittance Period net of the sum of the Servicing Fee for Loan Group II, the Trustee Fee for Loan Group II, and the Premium Amount for Loan Group II (expressed as a per annum rate on the Group Loan Balance for Loan Group II). The Class R-I Certificates shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Date after all amounts required to be distributed to Regular Certificates (other than the Class IA, Class IB, I-A-5 and Class IC Certificates and applicable Trust expenses have been paid. (cI-A-6 Certificates) The REMIC II will be evidenced by (x) the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class II-B, Class II-A-IO, Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II and (y) the Class R-II Certificates, which are hereby designated as the single "residual interest" in the REMIC II (the REMIC II Regular Interests, together with the Class R-II Certificates, the "REMIC II Certificates"). The REMIC II Regular Interests shall be recorded on the records of the REMIC II as being issued to and held by the Trustee on behalf of REMIC III. Any Aggregate Extra Principal Distribution Amount will not instead be paid as interest to the REMIC II Regular Interests, but instead to the extent available, a portion of the interest payable with respect to the Class II-M-3 Certificates which equals 1% of the Extra Principal Distribution Amount (and, to the extent 1% of the Extra Principal Distribution Amount exceeds the interest payable principal on the Class III-M-3 Certificates, a pro rata portion of the interest payable on the Class II-M-1 and Class II-M-2 A-6 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates in the same manner in which the Extra Principal Distribution Amount is allocated among the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively (and will be accrued and added to principal on the REMIC I Regular Certificate (other than the Class III-M-1, Class II-M-2 A-5 and Class II -M-3 Certificates in the same proportion as interest payable I-A-6 Certificates) pro rata based on such Certificates is used to reduce their current principal on other Certificates as just describedbalances). Principal payments On each of the first six Payment Dates, Realized Losses on the Home Equity Loans shall be allocated 99% to the a Class II-M-1, Class II-M-2 and Class II-M-3 Certificates, and 1% to the Class II-A-1, Class II-A-2, Class II -A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates until paid in full. The aggregate amount of principal allocated to the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable with respect to the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively. The aggregate amount of principal allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates shall be allocated and apportioned among such Certificates first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of principal necessary which when applied to such classes can be applied so that the ratio of the principal balance of the Class II-M-1 REMIC I Certificates to the principal balance same extent Realized Losses are allocable to its Corresponding Class of the Class II-M-2 Certificates equals the ratio of the Group I Loan Balance to the Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 Certificates. Notwithstanding the aboveFor subsequent payment dates, principal payments on the Home Equity Loans that are attributable to the Aggregate Overcollateralization Release Amount Realized Losses shall be allocated to the Class III-M-1, Class II-M-2 A-5 and Class III-M-3 A-6 Certificates (to the same extent Realized Losses are allocated first to the Class II-M-3 Certificates until such certificates are paid in fullA-5 and Class A-6 Certificates, and second otherwise allocated to the REMIC I Regular Certificates, other than the Class III-M-1 A-5 and Class III-M-2 A-6 Certificates and apportioned among the Class II-M-1 and Class II-M-2 such Certificates in such a manner that the Balance Ratio is maintained until paid in full). Realized Losses shall be applied such that after all distribution have been made pro rata based on such Payment Date the their current principal balance of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates are each 1% of the principal balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively, and the aggregate principal balance of the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates is equal to the Total Loan Balances of the Home Equity Loans less an amount equal to the sum of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates and is allocated and apportioned first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of Realized Losses necessary which when applied to such Classes can be applied in such a manner that the Balance Ratio is maintained, and second, to the Class II-M-3 Certificatesbalances. The REMIC II I Certificates will have the following designations and Pass-Through Rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner:: REMIC I INITIAL PASS-THROUGH ALLOCATION ALLOCATION CERTIFICATES BALANCE RATE PRINCIPAL OF INTEREST ------------ ------- ------------ ---------- ------------ I-A-1 $103,340,000 (1) (3) (4) I-A-2 $675,000,000 (1) (3) (4) I-A-3 $ 63,000,000 (1) (3) (4) I-A-4 $140,000,000 (1) (3) (4) I-A-5 $ 40,000,000 (2) (3) (4),(5) I-A-6 $115,540,000 (2) (3) (4),(5) I-A-7 $130,000,000 (1) (3) (4) I-A-8 $109,520,000 (1) (3) (4) I-A-9 $ 35,605,000 (1) (3) (4) I-A-10 $194,875,000 (1) (3) (4) I-B $ 53,120,000 (1) (3) (4) R-I $0(6) 0% N/A N/A ----------------- (1) For each of the first six Payment Dates, the Pass-Through Rate for each of these REMIC I Certificates shall be equal to the Pass-Through Rate of its Corresponding Class of Certificates, determined except in the case of the Class X-X-0, X-X-0, X-X-0 and I-A-10 Certificates) without regard to the Available Funds Cap. Thereafter, the Pass-Through Rate on these REMIC I Regular Interests shall at any time of determination equal the weighted average of the Coupon Rates of the Home Equity Loans net of the Servicing Fee, Trustee Fee, the Premium Percentage, and the Auction Agent Fee (including the Broker-Dealer Fee). (2) For each of the first six Payment Dates, the Pass-Through Rate for each of these REMIC I Certificates shall be equal to the Pass-Through Rate of its Corresponding Class of Certificates, determined without regard to the Available Funds Cap, plus 25%. Thereafter, the Pass-Through Rate on these REMIC I Regular Interests shall at any time of determination equal the weighted average of the Coupon Rates of the Home Equity Loans net of the Servicing Fee, Trustee Fee, the Premium Percentage, and the Auction Agent Fee (including the Broker-Dealer Fee). (3) Principal will be allocable to and apportioned among the Class A-1, Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, and Class B Certificates to the extent and in the manner provided in Section 7.03. (4) Except as provided in footnote (5), interest will be allocable to the Class A-1, Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10 and Class B Certificates to the extent and in the manner provided in Section 7.03. (5) For the first six Payment Dates, 2500 basis points of the interest on this Class will be allocated to the Class A-11 IO Certificates and remaining interest on this Class will be allocated to the Corresponding Class of Certificates. For the seventh through and including the eighteenth Payment Dates, 650 basis points of the interest on this Class will be allocated to the Class A-11 IO and interest in excess of such amounts shall be allocable to the Class A-1, Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10 and Class B Certificates to the extent and in the manner provided in Section 7.03. (6) On each Distribution Date, available funds, if any, remaining in REMIC I after payments of interest and principal, as designated above, will be distributed to the Class R-I Certificate. (c) The Class A-1, Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11 IO and Class B Certificates are hereby designated as "regular interests" with respect to the REMIC II (the "REMIC II Regular Certificates") and the Class R Certificate is hereby designated as the single "residual interest" with respect to the REMIC II. (d) The Startup Day is hereby designated for both REMIC I and REMIC II as the "startup day" within the meaning of Section 860G(a)(9) of the Code. (e) Solely for purposes of satisfying Section 1.860G-1(a)(4)(iii) of the Treasury regulations promulgated under Section 860G of the Code, the "latest possible maturity date," for each of the REMIC I Regular Certificates and each of the REMIC II Regular Certificates (other than the Class A-11 IO) is the Payment Date in January 2029, and for the Class A-11 IO is the Payment Date in June 1999. (f) The Trustee shall provide to the Internal Revenue Service and to the persons described in Section 860E(e)(3) and (6) of the Code the information described in Treasury regulation Section 1.860D-1(b)(5)(ii), or any successor regulation thereto, with respect to both REMIC I and REMIC II. Such information will be provided in the manner described in Treasury regulation Section 1.860E-2(a)(5), or any successor regulation thereto. END OF ARTICLE II

Miscellaneous REMIC Provisions. (ai) The Trustee shall elect that each of REMIC I, REMIC II II, REMIC III and REMIC III IV shall be treated as a REMIC REMICs under Section 860D of the Code, as described in Section 9.11. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement the Trust shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (bii) The REMIC I will be evidenced by (xy) (A) the Class IA, Class IB, IF-A and Class IC Certificates IF-B Regular Interests (the "IF Regular Interests") and (B) the Class IA Regular Interest (the "IA Regular Interest") and, together with the IF Regular Interests, the "REMIC I Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC I I, and (yz) the Class R-I CertificatesR-1 Certificate, which are is hereby designated as the single "residual interest" in the REMIC I (together with the REMIC I Regular Interests, together with the Class R-I Certificates, the "REMIC I CertificatesInterests"). The REMIC I Regular Interests shall be recorded on the records of the REMIC I as being issued to and held by the Trustee on behalf of REMIC II. (iii) REMIC II will be evidenced by (y)(A) the Class LT-FM, Class LT-A1F, Class LT-A2F, Class LT-A3F, Class LT-A4F, Class LT-A5F, Class LT-A6F and Class LT-AIO Regular Interests (the "LTF Regular Interests"), and (B) the Class LT-AM, Class LT-A1A, Class LT-M1A, Class LT-M2A and Class LF-B1A Regular Interests (the "LTA Regular Interests", and, together with the LTF Regular Interests, the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated at the "regular interests" in REMIC II, and (z) the Class R-2 Certificate, which is hereby designated as the single "residual interest" in REMIC II (together with the REMIC II Regular Interests, the "REMIC II Interests"). The REMIC II Regular Interests shall be recorded on the records of REMIC II as being issued to and held by the Trustee on behalf of REMIC III. (iv) REMIC III will be evidenced by (y) (A) the Class MT-FM, Class MT-A1F, Class MT-A2F, Class MT-A3F, Class MT-A4F, Class MT-A5F, Class MT-A6F, Class MT-AIO and Class MT-FIO Regular Interests (the "MTF Regular Interests") and (ii) the Class MT-AM, Class MT-A1A, Class MT-M1A, Class MT-M2A, Class MT-B1A and Class MT-AdjIO Regular Interests (the "MTA Regular Interests" and together with the MTF Regular Interests, the "REMIC III Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC III, and (z) the Class R-3 Certificate, which is hereby designated as the single "residual interest" in REMIC III (together with the REMIC III Regular Interests, the "REMIC III Interests"). The REMIC III Regular Interests shall be recorded on the records of REMIC III as being issued to and held by the Trustee on behalf of REMIC IV. 112 (v) The Class A-1F, Xxxxx X-0X, Xxxxx X-0X, Xxass A-4F, Xxxxx X-0X, Xxxxx X-0X, Xxass A-IO, Class A-1A, Class M-1A, Class M-2A, Class B-1A and Class C Certificates, consisting of two components (the Class C-F Component and the Class C-A Component as defined in clause (ix) below), are hereby designated as "regular interests" in REMIC IV and the Class R-4 Certificate is hereby designated as the single "residual interest" with respect to the REMIC IV. The Class IA Certificates R-4 Certificate shall have no pass-through rate and shall have no principal balance. (vi) The Class IF-A Regular Interest shall have an initial principal balance equal to the sum of the initial principal balances balance of the Class A-6 and A-7 Certificates (that is, $197,600,000.00)Certificates. The Class IB Certificates IF-B Regular interest shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the aggregate initial principal balance balances of the Class IA Certificate (that isA-1, $1,387,400,000.00)Class A-2, Class A-3, Class A-4 and Class A-5 Certificates. The Class IC Certificates IA Regular Interest shall have an initial principal balance equal to the Original Group II Loan Balance (that isinitial principal balance of the Class A-1A, $165,000,000.00)Class M-1A, Class M-2A and Class B-1A Certificates. On each Payment Date, Distribution Date principal collections collection (i) on the Fixed Rate Group I Home Equity Loans shall be allocated as follows: an amount equal to the principal payable on the Class A-6 and A-7 Certificates shall be payable on the Class IA Certificates IF-A Regular Interest and the remaining principal collections shall be payable allocated to the Class IB CertificatesIF-B Regular Interest; and (ii) on the Adjustable Rate Group shall be allocated to the IA Regular Interest. On each Payment Date, Distribution Date to the extent that any of the Aggregate Extra Excess Principal Distribution Amount is paid to the Class A-6 and A-7 Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IB Certificates IF-B Regular Interest equal to such Excess Principal Distribution Amount shall instead be paid as principal on the Class IA Certificates IF-A Regular Interest (and will be accrued and added to principal on the Class IB CertificatesIF-B Regular Interest). Realized Losses on the Fixed Rate Group I Home Equity Loans shall be allocated as follows: an amount equal to the Realized Losses allocable to the Class class A-6 or A-7 Certificates shall be allocable to the Class IA Certificates IF-A Regular Interest and the remaining Realized Losses Loses shall be allocable to the Class IB CertificatesIF-B Regular Interest. All principal collections and Realized Losses on the Adjustable Rate Group II Home Equity Loans shall be allocated to the Class IC CertificatesIA Regular Interest. The Class IA IF-A and Class IB Certificates IF-B Regular Interests shall each have Pass-Through Rates equal to the weighted average Coupon Mortgage Loan Rate of the Group I Home Equity Loans net of the sum of Fixed Rate Group, after subtracting therefrom (i) the Servicing Fee for Loan Group IRate and (ii) the Financial Guaranty Insurer Premium, and the Trustee Fee for Loan Group I and the Premium Amount for Loan Group I (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group I). The Class IC Certificates IA Regular Interest shall have a Pass-Through Rate Rate, equal to the weighted average Coupon Mortgage Loan Rate of the Group II Home Equity Loans as of the opening of business on the first day of the related Remittance Period net of the sum of Adjustable Rate Group, after subtracting therefrom the Servicing Fee for Loan Group II, the Trustee Fee for Loan Group II, and the Premium Amount for Loan Group II (expressed as a per annum rate on the Group Loan Balance for Loan Group II)Rate. The Class R-I Certificates R-1 Certificate shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Distribution Date after all amounts required require to be distributed to the Class IA, Class IB, and Class IC Certificates REMIC I Regular Interests and applicable Trust expenses have been paid. (c) The REMIC II will be evidenced by (x) the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class II-B, Class II-A-IO, Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II and (y) the Class R-II Certificates, which are hereby designated as the single "residual interest" in the REMIC II (the REMIC II Regular Interests, together with the Class R-II Certificates, the "REMIC II Certificates"). The REMIC II Regular Interests shall be recorded on the records of the REMIC II as being issued to and held by the Trustee on behalf of REMIC III. Any Aggregate Extra Principal Distribution Amount will not be paid as interest to the REMIC II Regular Interests, but instead to the extent available, a portion of the interest payable with respect to the Class II-M-3 Certificates which equals 1% of the Extra Principal Distribution Amount (and, to the extent 1% of the Extra Principal Distribution Amount exceeds the interest payable on the Class II-M-3 Certificates, a pro rata portion of the interest payable on the Class II-M-1 and Class II-M-2 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates in the same manner in which the Extra Principal Distribution Amount is allocated among the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively (and will be accrued and added to principal on the Class II-M-1, Class II-M-2 and Class II -M-3 Certificates in the same proportion as interest payable on such Certificates is used to reduce principal on other Certificates as just described). Principal payments on the Home Equity Loans shall be allocated 99% to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates, and 1% to the Class II-A-1, Class II-A-2, Class II -A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates until paid in full. The aggregate amount of principal allocated to the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable with respect to the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively. The aggregate amount of principal allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates shall be allocated and apportioned among such Certificates first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of principal necessary which when applied to such classes can be applied so that the ratio of the principal balance of the Class II-M-1 Certificates to the principal balance of the Class II-M-2 Certificates equals the ratio of the Group I Loan Balance to the Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 Certificates. Notwithstanding the above, principal payments on the Home Equity Loans that are attributable to the Aggregate Overcollateralization Release Amount shall be allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (allocated first to the Class II-M-3 Certificates until such certificates are paid in full, and second to the Class II-M-1 and Class II-M-2 Certificates and apportioned among the Class II-M-1 and Class II-M-2 Certificates in such a manner that the Balance Ratio is maintained until paid in full). Realized Losses shall be applied such that after all distribution have been made on such Payment Date the principal balance of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates are each 1% of the principal balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively, and the aggregate principal balance of the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates is equal to the Total Loan Balances of the Home Equity Loans less an amount equal to the sum of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates and is allocated and apportioned first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of Realized Losses necessary which when applied to such Classes can be applied in such a manner that the Balance Ratio is maintained, and second, to the Class II-M-3 Certificates. The REMIC II Certificates will have the following designations and Pass-Through Rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner:

Miscellaneous REMIC Provisions. (a) The Trustee Trust shall elect that each of the Upper-Tier REMIC, the Lower-Tier REMIC I, REMIC II and REMIC III I shall be treated as a REMIC REMICs under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement the Trust shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) The REMIC Class A-1 Group I will be evidenced by (x) Certificates, the Class IAA-2 Group I Certificates, the Class IBA-3 Group I Certificates, and the Class IC Certificates A-4 Group I Certificates, the Class A-5 Group I Certificates, the Class A-IO Group I Certificates, the Class A-6 Group II Certificates, the Class A-7 Group III Certificates, the uncertificated right of the Supplemental Interest Account to receive the distributions described in Section 7.3(c) (the "REMIC I Regular InterestsUncertificated Interest"), which will be uncertificated and non-transferable and ) are hereby designated as the "" regular interests" in with respect to the Upper-Tier REMIC I and (y) the Class R-I Certificates, which RU Certificates are hereby designated as the single class of "residual interest" in with respect to the Upper-Tier REMIC. (c) The Class LT-1, LT-2, LT-3, LT-4, LT-5, LT-6, LT-7, LT-8, LT-9, LT-10, LT-11 and LT-12 Certificates are hereby designated as "regular interests" with respect to the Lower-Tier REMIC I and the Class RL Certificates are hereby designated as the single class of "residual interest" with respect to the Lower-Tier REMIC. The beneficial ownership interest of the Lower-Tier REMIC shall be evidenced by the interests (the REMIC I Regular "Lower-Tier Interests") having the characteristics and terms as follows: Original Final Class Companion Principal Interest Payment Designation Classes Balance Rate Date ----------- ------- ------- ---- ---- XX-0 X-0 $40,096,000 (1) June 18, together with 2012 LT-2 A-2 $15,400,000 (1) February 18, 2017 LT-3 A-3 $10,601,000 (1) May 18, 2024 LT-4 A-4 $8,000,000 (1) October 18, 2027 LT-5 A-5 $8,230,000 (1) October 18, 2027 LT-6 $2,000 (2) October 18, 2027 LT-7 A-6 $49,997,000 (3) October 18, 2027 LT-8 $2,000 (4) October 18, 2027 LT-9 A-7 $67,546,000 (5) October 18, 2027 LT-10 $2,000 (6) October 18, 2027 XX-00 X-XX (0) Xxxxxxx 00, 0000 XX-00 $6,000 (8) October 18, 2027 RL (9) (9) October 18, 2027 (1) The Weighted average of the Class RIB Pass-I CertificatesThrough Rate and the excess of the Class IA Pass-Through Rate over (a) 5.00% for the first 36 Payment Dates and (b) 0.0% thereafter. (2) The Weighted Average of the Class X-0, X-0, X-0, A-4 and A-5 Pass-Through Rates. (3) The Net Weighted Average Coupon Rate of the "REMIC I Certificates")Group II Mortgage Loans, plus the Certificate Insurer Premium Rate. (4) The Class A-6 Pass-Through Rate. (5) The Net Weighted Average Coupon Rate of the Group III Mortgage Loans, plus the Certificate Insurer Premium Rate. (6) The Class A-7 Pass-Through Rate. (7) 5.00% per annum on the principal balance of the Class IA Certificate for the first 36 Payment dates and 0.0% thereafter. (8) The Net Weighted Average Coupon Rate of the Mortgage Loans, plus the Certificate Insurer Premium Rate. (9) The RL Certificate has no principal balance and does not bear interest. The REMIC I Regular Lower-Tier Interests LT-1, LT-2, LT-3, LT-4, LT-5, LT-6, LT-7, LT-8, LT-9, LT-10, LT-11 and LT-12 shall be issued as non-certificated interests and recorded on the records of the Lower-Tier REMIC I as being issued to and held by the Trustee on behalf of REMIC II. The Class IA Certificates shall have an initial principal balance equal to the sum of the initial principal balances of the Class A-6 and A-7 Certificates (that is, $197,600,000.00). The Class IB Certificates shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the initial principal balance of the Class IA Certificate (that is, $1,387,400,000.00). The Class IC Certificates shall have an initial principal balance equal to the Original Group II Loan Balance (that is, $165,000,000.00)Upper-Tier REMIC. On each Payment Date, principal collections on the Group I Home Equity Loans Lower Tier Distribution Amount shall be allocated applied as follows: an amount equal principal and interest of particular Lower Tier Interests, other than the RL Certificate, in amounts corresponding to the principal payable on the Class A-6 and A-7 Certificates shall be payable on the Class IA Certificates and the remaining principal collections shall be payable to the Class IB Certificates. On each Payment Date, to the extent that any of the Aggregate Extra Principal Distribution Amount is paid to the Class A-6 and A-7 Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IB Certificates shall instead be paid as principal on the Class IA Certificates (and will be accrued and added to principal on the Class IB Certificates). Realized Losses on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the Realized Losses allocable to the Class A-6 or A-7 Certificates shall be allocable to the Class IA Certificates and the remaining Realized Losses shall be allocable to the Class IB Certificates. All principal collections and Realized Losses on Group II Home Equity Loans shall be allocated to the Class IC Certificates. The Class IA and Class IB Certificates shall each have Pass-Through Rates equal to the weighted average Coupon Rate of the Group I Home Equity Loans net of the sum of the Servicing Fee for Loan Group I, and the Trustee Fee for Loan Group I and the Premium Amount for Loan Group I (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group I). The Class IC Certificates shall have a Pass-Through Rate equal to the weighted average Coupon Rate of the Group II Home Equity Loans as of the opening of business on the first day of the related Remittance Period net of the sum of the Servicing Fee for Loan Group II, the Trustee Fee for Loan Group II, and the Premium Amount for Loan Group II (expressed as a per annum rate on the Group Loan Balance for Loan Group II). The Class R-I Certificates shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Date after all aggregate respective amounts required to be distributed applied as principal and interest of their related Companion Classes (as set forth above) and the Class B Certificates pursuant to the Class IApriorities set forth in section 7.3 hereof and with respect to the Lower Tier Interests XX-0, Class IBXX-0, and Class IC Certificates LT-10 and applicable Trust expenses have been paid.LT-12, (ci) The REMIC II will the Lower Tier Distribution Amount shall be evidenced applied as interest to LT-6, LT-8, and LT-10 and LT-12 in an amount corresponding to the interest accrued on the class principal balances of such classes at the interest rate for such class as stated above; provided, however, that amounts payable as interest in respect of LT-12 shall be reduced (the "LT-12 Distribution Reduction Amount") when the Lower Tier Subordinated Amount is less than the Lower Tier Required Subordinated Amount by the lesser of (x) the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class II-B, Class II-A-IO, Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II amount of such difference and (y) the Class R-II Certificates, which are hereby designated as the single "residual interest" in the REMIC II (the REMIC II Regular Interests, together with the Class R-II Certificates, the "REMIC II Certificates"). The REMIC II Regular Interests shall be recorded on the records of the REMIC II as being issued to and held by the Trustee on behalf of REMIC III. Any Aggregate Extra Principal Distribution Amount will not be paid as interest to the REMIC II Regular Interests, but instead to the extent available, a portion of the interest payable with respect to the Class II-M-3 Certificates which equals 1% of the Extra Principal Distribution Amount (and, to the extent 1% of the Extra Principal Distribution Amount exceeds the interest payable on the Class II-M-3 Certificates, a pro rata portion of the interest payable on the Class II-M-1 and Class II-M-2 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates in the same manner in which the Extra Principal Distribution Amount is allocated among the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively (and will be accrued and added to principal on the Class II-M-1, Class II-M-2 and Class II -M-3 Certificates in the same proportion as interest payable on such Certificates is used to reduce principal on other Certificates as just described). Principal payments on the Home Equity Loans shall be allocated 99% to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates, and 1% to the Class II-A-1, Class II-A-2, Class II -A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates until paid in full. The aggregate amount of principal allocated to the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable with respect to the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively. The aggregate amount of principal allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates shall be allocated and apportioned among such Certificates first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of principal necessary which when applied to such classes can be applied so that the ratio of the principal balance of the Class II-M-1 Certificates to the principal balance of the Class II-M-2 Certificates equals the ratio of the Group I Loan Balance to the Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 Certificates. Notwithstanding the above, principal payments on the Home Equity Loans that are attributable to the Aggregate Overcollateralization Release Amount shall be allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (allocated first to the Class II-M-3 Certificates until such certificates are paid in full, and second to the Class II-M-1 and Class II-M-2 Certificates and apportioned among the Class II-M-1 and Class II-M-2 Certificates in such a manner that the Balance Ratio is maintained until paid in full). Realized Losses shall be applied such that after all distribution have been made on such Payment Date the principal balance of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates are each 1% of the principal balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively, and the aggregate principal balance of the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates is equal to the Total Loan Balances of the Home Equity Loans less an amount equal to the sum of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates and is allocated and apportioned first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of Realized Losses necessary which when applied to such Classes can be applied in such a manner that the Balance Ratio is maintained, and second, to the Class II-M-3 Certificates. The REMIC II Certificates will have the following designations and Pass-Through Rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner:Maximum LT-12

Miscellaneous REMIC Provisions. (a) The Trustee Trust shall elect that each of the Upper Tier REMIC I, and the Lower Tier REMIC II and REMIC III shall be treated as a REMIC REMICs under Section 860D of the Code, as described in Section 11.15. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement the Trust shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) The REMIC I will be evidenced by (x) Class A-1 Certificates, the Class IAA-2 Certificates, the Class IBA-3 Certificates, the Class A-4 Certificates, the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificate, the Class B Certificates and the Class IC C Certificates (the "REMIC I Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in with respect to the Upper-Tier REMIC I and (y) the Class R-I Certificates, which RU Certificates are hereby designated as the single Class of "residual interest" in with respect to the REMIC I (the REMIC I Regular Interests, together with the Class RUpper-I Certificates, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of the REMIC I as being issued to and held by the Trustee on behalf of REMIC IITier REMIC. The Class IA LT1, LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT9, LT10 and LT11 Certificates shall have an initial principal balance equal to the sum of the initial principal balances of the Class A-6 and A-7 Certificates (that is, $197,600,000.00). The Class IB Certificates shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the initial principal balance of the Class IA Certificate (that is, $1,387,400,000.00). The Class IC Certificates shall have an initial principal balance equal to the Original Group II Loan Balance (that is, $165,000,000.00). On each Payment Date, principal collections on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the principal payable on the Class A-6 and A-7 Certificates shall be payable on the Class IA Certificates and the remaining principal collections shall be payable to the Class IB Certificates. On each Payment Date, to the extent that any of the Aggregate Extra Principal Distribution Amount is paid to the Class A-6 and A-7 Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IB Certificates shall instead be paid as principal on the Class IA Certificates (and will be accrued and added to principal on the Class IB Certificates). Realized Losses on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the Realized Losses allocable to the Class A-6 or A-7 Certificates shall be allocable to the Class IA Certificates and the remaining Realized Losses shall be allocable to the Class IB Certificates. All principal collections and Realized Losses on Group II Home Equity Loans shall be allocated to the Class IC Certificates. The Class IA and Class IB Certificates shall each have Pass-Through Rates equal to the weighted average Coupon Rate of the Group I Home Equity Loans net of the sum of the Servicing Fee for Loan Group I, and the Trustee Fee for Loan Group I and the Premium Amount for Loan Group I (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group I). The Class IC Certificates shall have a Pass-Through Rate equal to the weighted average Coupon Rate of the Group II Home Equity Loans as of the opening of business on the first day of the related Remittance Period net of the sum of the Servicing Fee for Loan Group II, the Trustee Fee for Loan Group II, and the Premium Amount for Loan Group II (expressed as a per annum rate on the Group Loan Balance for Loan Group II). The Class R-I Certificates shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Date after all amounts required to be distributed to the Class IA, Class IB, and Class IC Certificates and applicable Trust expenses have been paid. (c) The REMIC II will be evidenced by (x) the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class II-B, Class II-A-IO, Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in with respect to the Lower-Tier REMIC II and (y) the Class R-II Certificates, which RL Certificates are hereby designated as the single class of "residual interest" in with respect to the REMIC II Lower-Tier REMIC. (the REMIC II Regular Interests, together with the Class R-II Certificates, the "REMIC II Certificates"). The REMIC II Regular Interests shall be recorded c) Any Extra Principal Amount applies pursuant to Section 7.5(b) that is payable from interest on the records of the REMIC II as being issued to and held by the Trustee on behalf of REMIC III. Any Aggregate Extra Principal Distribution Amount Mortgage Loans will not be paid as interest to the REMIC II Regular InterestsLower Tier Interests as interest, but instead to the extent available, a portion of the interest payable with respect to the Class II-M-3 Certificates LT11 which equals 1% of the Extra Principal Distribution Amount (and, to the extent 1% of the Extra Principal Distribution Amount exceeds the interest payable on the Class II-M-3 Certificates, a pro rata portion of the interest payable on the Class II-M-1 and Class II-M-2 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1LT1, Class II-A-2LT2, Class II-A-3LT3, Class II-A-4LT4, Class II-A-5LT5, Class II-A-6LT6, Class II-A-7, Class II-A-8, Class II-A-9, LT7 and Class II-B Certificates LT8 Classes in the same manner in which the Extra Principal Distribution Amount is allocated among the Class X-0A-1, Xxxxx X-0Class A-2, Class A-3, Class A-4A 4, Class A-5M-1, Class A-6M-2, Class A-7, Class A-8, Class A-9, M-3 and Class B Certificates, respectively (and will be accrued and added to principal on the Class II-M-1, Class II-M-2 and Class II -M-3 Certificates in the same proportion as interest payable on such Certificates is used to reduce principal on other Certificates as just describedLT11 Class). Principal payments on the Home Equity Mortgage Loans shall be allocated 99% to the Class II-M-1LT9, Class II-M-2 LT10 and Class II-M-3 Certificates, LT11 and 1% to the Class II-A-1XX0, Class II-A-2XX0, Class II -A-3XX0, Class II-A-4XX0, Class II-A-5XX0, Class II-A-6XX0, Class II-A-7, Class II-A-8, Class II-A-9, XX0 and Class II-B Certificates LT8 Classes until paid in full. The aggregate amount of principal allocated to the Class II-A-1XX0, Class II-A-2XX0, Class II-A-3XX0, Class II-A-4XX0, Class II-A-5XX0, Class II-A-6XX0, Class II-A-7XX0 and LT8, Class II-A-8, Class II-A-9, and Class II-B Certificates Classes shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable with respect to the Class X-0, Xxxxx X-0, Class A-3X-0, Xxxxx X-0, Class A-4M-1, Class A-5M-2, Class A-6, Class A-7, Class A-8, Class A-9, M-3 and Class B Certificates, respectively. The aggregate amount of principal allocated to the Class II-M-1LT9, Class II-M-2 LT10 and Class II-M-3 Certificates LT11 Classes shall be allocated and apportioned among such Certificates Classes first, to the Class II-M-1 LT9 and Class II-M-2 LT10 Certificates the least amount of principal necessary which which, when applied to such classes Classes, can be applied so that the ratio of the principal balance of the LT9 Class II-M-1 Certificates to the principal balance of the LT10 Class II-M-2 Certificates equals the ratio of the Fixed Rate Loan Group I Loan Balance to the Adjustable Rate Loan Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 LT11 Certificates. Notwithstanding the above, principal payments on the Home Equity Mortgage Loans that are attributable to the Aggregate an Overcollateralization Release Reduction Amount shall be allocated to the Class II-M-1LT9, Class II-M-2 LT10 and Class II-M-3 Certificates LT11 (allocated first to the Class II-M-3 LT11 Certificates until such certificates are paid in full, and second to the Class II-M-1 LT9 and Class II-M-2 LT10 Certificates and apportioned among between the Class II-M-1 LT9 and Class II-M-2 LT10 Certificates in such a manner that the Balance Ratio balance rates is maintained maintained, until paid in full). .) Realized Losses shall be applied such that after all distribution distributions have been made on such Payment Date the principal balance of Date, the principal balances of the Class II-A-1LT1, Class II-A-2LT2, Class II-A-3LT3, Class II-A-4LT4, Class II-A-5LT5, Class II-A-6LT6, Class II-A-7, Class II-A-8, Class II-A-9, LT7 and Class II-B LT8 Certificates are each 1% of the principal balances of the Class A-1, Class A-2, Class A-3X-0, Xxxxx X-0, Class A-4M-l, Class A-5M-2, Class A-6, Class A-7, Class A-8, Class A-9, M-3 and Class B Certificates, respectively, and the aggregate principal balance of the Class II-M-1LT9, Class II-M-2 LT10 and Class II-M-3 LT11 Certificates is equal to the Total aggregate Loan Balances of the Home Equity Mortgage Loans less an amount equal to the sum of the principal balances of the Class II-A-1LTl, Class II-A-2LT2, Class II-A-3LT3, Class II-A-4LT4, Class II-A-5LT5, Class II-A-6LT6, Class II-A-7, Class II-A-8, Class II-A-9, LT7 and Class II-B LT8 Certificates and is allocated and apportioned first, to the Class II-M-1 LT9 and Class II-M-2 LT10 Certificates the least amount of Realized Losses realized losses necessary which which, when applied to such Classes Classes, can be applied in such a manner that the Balance Ratio balance ratio is maintained, and second, second to the Class II-M-3 LT11 Certificates. The REMIC II Certificates Lower-Tier Interests will have the following designations and Pass-Through Ratesinterest rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner:: Original Pass- Allocation Class Principal Through of Allocation Final Scheduled Designation Balance Rate Principal of Interest Distribution Date ----------- ------- ---- --------- ----------- ----------------- LT1 $88,066 (1) (4) (5) June 2, 2019 LT2 25,517 (1) (4) (5) June 5, 2022 LT3 25,805 (1) (4) (5) October 5, 2029 LT4 17,013 (1) (4) (5) October 5, 2029 LT5 7,997 (1) (4) (5) October 5, 2029 LT6 6,221 (1) (4) (5) October 5, 2029 LT7 5,332 (1) (4) (5) October 5, 2029 LT8 1,729 (1) (4) (5) October 5, 2029 LT9 160,716 (2) (4) (5) October 5, 2029 LT10 17,013 (3) (4) (5) October 5, 2029 LT11 177,552,229 (1) (6) (6) October 5, 2029 RL (6) (6) (6) (6) October 5, 2029 (1) The interest rate on these Lower-Tier Interests shall at any time of determination equal the Net Weighted Average Mortgage Rate. (2) The interest rate on this Lower-Tier Interest shall equal at any time of determination the Net Weighted Average Mortgage Rate on the Fixed Rate Loan Group. (3) The interest rate on this Lower-Tier Interest shall equal at any time of determination the Net Weighted Average Mortgage Rate on the Adjustable Rate Loan Group. (4) Principal will be allocated to and apportioned among the Class A, Class M and Class B Certificates in the same proportion as principal is payable with respect to such Certificates, except that a portion of such principal in an amount equal to the Overcollateralization Reduction Amount shall first be allocated as a payment of interest to the Class C Certificates, and all principal will be allocated as a payment of interest to the Class C Certificates after the principal balance of the Class A, Class M and Class B Certificates have been reduced to zero. (5) Except as provided below, interest will be allocated among the Class A, Class M and Class B Certificates in the same proportion as interest is payable on such Certificates. (6) Any interest in excess of the product of (I) 100 times the weighted average coupon of the Class XX0, XX0, XX0, XX0, XX0, XX0, XX0, XX0, XX0, XX00 and LT11 Certificates where each of such Classes, other than the Class LT9, LT10 and LT11 Certificates, is first subject to a cap and floor equal to the Class A-1, Class A-2, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3 and Class B Pass-Through Rate, respectively, and the Class LT9, LT10 and LT11 Certificates are each subject to a cap equal to 0%, and (ii) the principal of each such Lower-Tier Interest shall not be allocated to the Class A, Class M and Class B Certificates but will be allocated to the Class C Certificates as a separate component. However, the Class C Certificates shall be subordinated to the extent provided in Section 7.5. (7) The Class RL Certificate has no principal balance and does not bear interest. On each Distribution Date, available funds, if any, remaining in the Lower Tier REMIC after payments of interest and principal, as designated above, will be distributed to the Class RL Certificate. The Class LT1, LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT9 LT10 and LT11 Certificates shall be issued as non-certificated interests and recorded on the records of the Lower-Tier REMIC as being issued to and held by the Trustee on behalf of the Upper-Tier REMIC. (d) The Startup Day is hereby designated as the "startup day" of the Lower Tier REMIC and Upper Tier REMIC within the meaning of Section 860G(a)(9) of the Code.

Miscellaneous REMIC Provisions. (a) The Trustee shall elect that each of REMIC I, REMIC II and REMIC III shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests (as defined below) shall constitute the assets of REMIC III. (b) The REMIC I will be evidenced by (x) the Class IA, Class IB, Class IC, Class ID, Class IE, Class IF, Class IG, Class IH, Class II, Class IJ, Class IK and Class IC IL Certificates (the "REMIC I Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC I and (y) the Class R-I Certificates, which are hereby designated as the single "residual interest" in the REMIC I (the REMIC I Regular Interests, together with the Class R-I Certificates, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of the REMIC I as being issued to and held by the Trustee on behalf of REMIC II. The REMIC I Regular Interests will have the following initial principal balances: Class IA Certificates shall have an initial principal balance equal to the sum of the initial principal balances of the Class A-6 and A-7 Certificates (that is, $197,600,000.00). The 455,000,000 Class IB Certificates shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the initial principal balance of the Class IA Certificate (that is, $1,387,400,000.00). The 65,000,000 Class IC Certificates shall have an initial principal balance equal to the Original Group $60,000,000 Class ID $6,000,000 Class IE $31,500,000 Class IF $2,500,000 Class IG $1,500,000 Class IH $1,000,000 Class II Loan Balance (that is, $165,000,000.00). 5,000,000 Class IJ $2,500,000 Class IK $10,000,000 Class IL $160,000,000 On each Payment Date, principal collections on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the principal payable on the Class A-6 and A-7 Certificates shall be payable on the Class IA Certificates and the remaining principal collections shall be payable to through the Class IB IK Certificates, sequentially, in the amounts necessary to reduce their respective principal balances to zero. On each Payment Date, to the extent that any of the Any Aggregate Extra Principal Distribution Amount is paid to the Class A-6 and A-7 Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IB Certificates shall instead be paid as principal on the Class IA Certificates (and will be accrued and added to principal on the Class IB Certificates). Realized Losses on the Group I Home Equity Loans shall be allocated as follows: an amount equal to in the Realized Losses allocable to the Class A-6 or A-7 Certificates shall be allocable to the Class IA Certificates and the remaining Realized Losses shall be allocable to the Class IB Certificatessame priority. All On each Payment Date, all principal collections and Realized Losses on the Group II Home Equity Loans shall be allocated to the Class IC IL Certificates. The Class IA IA, Class IB, Class IC, Class ID, Class IE, Class IF, Class IG, Class IH, Class II, Class IJ, and Class IB IK Certificates shall each have Pass-Through Rates equal to the weighted average Coupon Rate of the Group I Home Equity Loans net of the sum of the Servicing Fee for Loan Group I, and the Trustee Fee for Loan Group I I, and the Premium Amount for Loan Group I (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group I). The Class IC Certificates IL Certificate shall have a Pass-Through Rate equal to the weighted average Coupon Rate of the Group II Home Equity Loans as of the opening of business on the first day of the related Remittance Period net of the sum of the Servicing Fee for Loan Group II, the Trustee Fee for Loan Group II, and the Premium Amount for Loan Group II (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group II). The Class R-I Certificates shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Date after all amounts required to be distributed to the Class IA, Class IB, and Class IC Certificates REMIC I Regular Interests and applicable Trust expenses have been paid. (c) The REMIC II will be evidenced by (x) the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9A-9IO-1, Class A-9IO-2, Class A-9IO-3, Class A-9IO-4, Class A-9IO-5, Class A-9IO-6, Class A-9IO-7, Class A-9IO-8, Class A-9IO-9, Class A-9IO-10, Class II-BB-1, Class II-A-IOB-2, Class II-M-1, Class II-M-2 M-2, and Class II-M-3 Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II and (y) the Class R-II Certificates, which are hereby designated as the single "residual interest" in the REMIC II (the REMIC II Regular Interests, together with the Class R-II Certificates, the "REMIC II Certificates"). The REMIC II Regular Interests shall be recorded on the records of the REMIC II as being issued to and held by the Trustee on behalf of REMIC III. Any Aggregate Extra Principal Distribution Amount will not be paid as interest to the REMIC II Regular Interests, but instead to the extent available, a portion of the interest payable with respect to the Class II-M-3 Certificates which equals 1% of the Extra Principal Distribution Amount (and, to the extent 1% of the Extra Principal Distribution Amount exceeds the interest payable on the Class II-M-3 Certificates, a pro rata portion of the interest payable on the Class II-M-1 and Class II-M-2 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates in the same manner in which the Extra Principal Distribution Amount is allocated among the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8A-8 and, with respect to both the Class A-9II-B-1 and Class II-B-2 Certificates, and to Class B Certificates, respectively (and will be accrued and added to principal on the Class II-M-1, M-1 and Class II-M-2 and Class II -M-3 Certificates in the same proportion as interest payable on such Certificates is used to reduce principal on other Certificates as just described). Principal payments on the Home Equity Loans shall be allocated 99% to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates, and 1% to the Class II-A-1, Class II-A-2, Class II -A-3II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates until paid in full. The aggregate amount of principal allocated to the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable with respect to the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8A-8 and, with respect to both the Class A-9II-B-1 and Class II-B-2 Certificates, and to Class B Certificates, respectively. The aggregate amount of principal allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates shall be allocated and apportioned among such Certificates first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of principal necessary which when applied to such classes can be applied so that the ratio of the principal balance of the Class II-M-1 Certificates to the principal balance of the Class II-M-2 Certificates equals the ratio of the Group I Loan Balance to the Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 Certificates. Notwithstanding the above, principal payments on the Home Equity Loans that are attributable to the Aggregate Overcollateralization Release Amount shall be allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (allocated first to the Class II-M-3 Certificates until such certificates are paid in full, and second to the Class II-M-1 and Class II-M-2 Certificates and apportioned among the Class II-M-1 and Class II-M-2 Certificates in such a manner that the Balance Ratio is maintained until paid in full). Realized Losses shall be applied such that after all distribution distributions have been made on such Payment Date the principal balance of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, and the sum of the Class II-A-9, B-1 and Class II-B B-2 Certificates are each 1% of the principal balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, A-8 and Class B Certificates, respectively, and the aggregate principal balance of the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates is equal to the Total Loan Balances of the Home Equity Loans less an amount equal to the sum of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates and is allocated and apportioned first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of Realized Losses necessary which when applied to such Classes can be applied in such a manner that the Balance Ratio is maintained, and second, to the Class II-M-3 Certificates. The REMIC II Certificates will have the following designations and Pass-Through Rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner:

Miscellaneous REMIC Provisions. (a) The Trustee Trust shall elect that each of REMIC I, I and REMIC II and REMIC III shall be treated as a REMIC REMICs under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement the Trust shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) The REMIC I will be evidenced by (x) the Class IAA-I, Class IBA-II, Class A-III, Class IO, Class PO, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, and Class IC B-3 Certificates (the "REMIC I Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the with respect to REMIC I II and (y) the Class R-I Certificates, which II Certificates are hereby designated as the single class of "residual interest" in the with respect to REMIC I (the II. The Uncertificated REMIC I Regular InterestsInterest A, together Uncertificated REMIC I Regular Interest B, Uncertificated REMIC I Regular Interest C, Uncertificated REMIC I Regular Interest D, Uncertificated REMIC I Regular Interest E, Uncertificated REMIC I Regular Interest F, Uncertificated REMIC I Regular Interest G, Uncertificated REMIC I Regular Interest H, Uncertificated REMIC I Regular Interest I and Uncertificated REMIC I Regular Interest J are hereby designated as "regular interests" with respect to REMIC I and the Class R-I Certificates, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of the REMIC I as being issued to and held by the Trustee on behalf of REMIC II. The Class IA Certificates shall have an initial principal balance equal to the sum of the initial principal balances of the Class A-6 and A-7 Certificates (that is, $197,600,000.00). The Class IB Certificates shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the initial principal balance of the Class IA Certificate (that is, $1,387,400,000.00). The Class IC Certificates shall have an initial principal balance equal to the Original Group II Loan Balance (that is, $165,000,000.00). On each Payment Date, principal collections on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the principal payable on the Class A-6 and A-7 Certificates shall be payable on the Class IA Certificates and the remaining principal collections shall be payable to the Class IB Certificates. On each Payment Date, to the extent that any of the Aggregate Extra Principal Distribution Amount is paid to the Class A-6 and A-7 Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IB Certificates shall instead be paid as principal on the Class IA Certificates (and will be accrued and added to principal on the Class IB Certificates). Realized Losses on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the Realized Losses allocable to the Class A-6 or A-7 Certificates shall be allocable to the Class IA Certificates and the remaining Realized Losses shall be allocable to the Class IB Certificates. All principal collections and Realized Losses on Group II Home Equity Loans shall be allocated to the Class IC Certificates. The Class IA and Class IB Certificates shall each have Pass-Through Rates equal to the weighted average Coupon Rate of the Group I Home Equity Loans net of the sum of the Servicing Fee for Loan Group I, and the Trustee Fee for Loan Group I and the Premium Amount for Loan Group I (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group I). The Class IC Certificates shall have a Pass-Through Rate equal to the weighted average Coupon Rate of the Group II Home Equity Loans as of the opening of business on the first day of the related Remittance Period net of the sum of the Servicing Fee for Loan Group II, the Trustee Fee for Loan Group II, and the Premium Amount for Loan Group II (expressed as a per annum rate on the Group Loan Balance for Loan Group II). The Class R-I Certificates shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Date after all amounts required to be distributed to the Class IA, Class IB, and Class IC Certificates and applicable Trust expenses have been paid. (c) The REMIC II will be evidenced by (x) the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class II-B, Class II-A-IO, Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II and (y) the Class R-II Certificates, which are hereby designated as the single class of "residual interest" in the with respect to REMIC II I. (the c) The Uncertificated REMIC II Regular Interests, together with the Class R-II Certificates, the "REMIC II Certificates"). The REMIC II I Regular Interests shall be recorded on the records of the REMIC II as being issued to and held by the Trustee on behalf of REMIC III. Any Aggregate Extra Principal Distribution Amount will not be paid as interest to the REMIC II Regular Interests, but instead to the extent available, a portion of the interest payable with respect to the Class II-M-3 Certificates which equals 1% of the Extra Principal Distribution Amount (and, to the extent 1% of the Extra Principal Distribution Amount exceeds the interest payable on the Class II-M-3 Certificates, a pro rata portion of the interest payable on the Class II-M-1 and Class II-M-2 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates in the same manner in which the Extra Principal Distribution Amount is allocated among the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively (and will be accrued and added to principal on the Class II-M-1, Class II-M-2 and Class II -M-3 Certificates in the same proportion as interest payable on such Certificates is used to reduce principal on other Certificates as just described). Principal payments on the Home Equity Loans shall be allocated 99% to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates, and 1% to the Class II-A-1, Class II-A-2, Class II -A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates until paid in full. The aggregate amount of principal allocated to the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable with respect to the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively. The aggregate amount of principal allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates shall be allocated and apportioned among such Certificates first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of principal necessary which when applied to such classes can be applied so that the ratio of the principal balance of the Class II-M-1 Certificates to the principal balance of the Class II-M-2 Certificates equals the ratio of the Group I Loan Balance to the Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 Certificates. Notwithstanding the above, principal payments on the Home Equity Loans that are attributable to the Aggregate Overcollateralization Release Amount shall be allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (allocated first to the Class II-M-3 Certificates until such certificates are paid in full, and second to the Class II-M-1 and Class II-M-2 Certificates and apportioned among the Class II-M-1 and Class II-M-2 Certificates in such a manner that the Balance Ratio is maintained until paid in full). Realized Losses shall be applied such that after all distribution have been made on such Payment Date the principal balance of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates are each 1% of the principal balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively, and the aggregate principal balance of the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates is equal to the Total Loan Balances of the Home Equity Loans less an amount equal to the sum of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates and is allocated and apportioned first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of Realized Losses necessary which when applied to such Classes can be applied in such a manner that the Balance Ratio is maintained, and second, to the Class II-M-3 Certificates. The REMIC II Certificates will have the following designations characteristics and terms: (1) August 25, 2027 Regular Interest A Uncertificated REMIC I M-1, IO $ 8,807,123.00 (2) August 25, 2027 Regular Interest B Uncertificated REMIC I M-2, IO $ 6,605,342.00 (3) August 25, 2027 Regular Interest C Uncertificated REMIC I M-3, IO $ 5,137,489.00 (4) August 25, 2027 Regular Interest D Uncertificated REMIC I A-II 35,584,475.00 (5) August 25, 2027 Regular Interest E Uncertificated REMIC I A-III $26,166,367.00 (6) August 25, 2027 Regular Interest F Uncertificated REMIC I PO $ 1,682,950.00 (7) August 25, 2027 Regular Interest G Uncertificated REMIC I B-1 $ 9,908,014.00 (8) August 25, 2027 Regular Interest H Uncertificated REMIC I B-2 $ 1,834,817.00 (9) August 25, 2027 Regular Interest I Uncertificated REMIC I B-3 $ 4,403,561.76 (10) August 25, 2027 Regular Interest J (1) Sum of Class A-I Pass-Through Rates, Rate and distributions Class IO Pass-Through Rate. (2) Sum of principal Class M-1 Pass-Through Rate and interest thereon shall be allocated to the Certificates in the following manner:Class IO Pass-Through Rate (3) Sum of Class M-2 Pass-Through Rate and Class IO Pass-Through Rate (4) Sum of Class M-3 Pass-Through Rate and Class IO Pass-Through Rate.

Miscellaneous REMIC Provisions. (a) The Trustee shall elect that each of REMIC I, REMIC II and REMIC III shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests (as defined below) shall constitute the assets of REMIC III. (b) The REMIC I will be evidenced by (x) the Class IA, Class IB, and Class IC Certificates (the "REMIC I Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC I and (y) the Class R-I Certificates, which are hereby designated as the single "residual interest" in the REMIC I (the REMIC I Regular Interests, together with the Class R-I Certificates, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of the REMIC I as being issued to and held by the Trustee on behalf of REMIC II. The Class IA Certificates shall have an initial principal balance equal to the sum of the initial principal balances balance of the Class A-6 and A-7 Certificates (that is, $197,600,000.0034,125,000). The Class IB Certificates shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the initial principal balance of the Class IA Certificate Certificates (that is, $1,387,400,000.00453,352,925). The Class IC Certificates shall have an initial principal balance equal to the Original Group II Loan Balance (that is, $165,000,000.00162,522,163). On each Payment Date, principal collections on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the principal payable on the Class A-6 and A-7 Certificates shall be payable on the Class IA Certificates and the remaining principal collections shall be payable to the Class IB Certificates. On each Payment Date, to the extent that any of the Aggregate Extra Principal Distribution Amount is paid to the Class A-6 and A-7 Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IB Certificates shall instead be paid as principal on the Class IA Certificates (and will be accrued and added to principal on the Class IB Certificates). Realized Losses on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the Realized Losses allocable to the Class A-6 or A-7 Certificates shall be allocable to the Class IA Certificates and the remaining Realized Losses shall be allocable to the Class IB Certificates. All On each Payment Date, all principal collections and Realized Losses on the Group II Home Equity Loans shall be allocated to the Class IC Certificates. The Class IA and Class IB Certificates shall each have Pass-Through Rates equal to the weighted average Coupon Rate of the Group I Home Equity Loans net of the sum of the Servicing Fee for Loan Group I, and the Trustee Fee for Loan Group I I, and the Premium Amount for Loan Group I (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group I). The Class IC Certificates shall have a Pass-Through Rate equal to the weighted average Coupon Rate of the Group II Home Equity Loans as of the opening of business on the first day of the related Remittance Period net of the sum of the Servicing Fee for Loan Group II, the Trustee Fee for Loan Group II, and the Premium Amount for Loan Group II (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group II). The Class R-I Certificates shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Date after all amounts required to be distributed to the Class IA, Class IB, IB and Class IC Certificates and applicable Trust expenses have been paid. (c) The REMIC II will be evidenced by (x) the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9A-9IO, Class II-BB-1, Class II-A-IOB-2, Class II-M-1, Class II-M-2 M-2, and Class II-M-3 Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II and (y) the Class R-II Certificates, which are hereby designated as the single "residual interest" in the REMIC II (the REMIC II Regular Interests, together with the Class R-II Certificates, the "REMIC II Certificates"). The REMIC II Regular Interests shall be recorded on the records of the REMIC II as being issued to and held by the Trustee on behalf of REMIC III. Any Aggregate Extra Principal Distribution Amount will not be paid as interest to the REMIC II Regular Interests, but instead to the extent available, a portion of the interest payable with respect to the Class II-M-3 Certificates which equals 1% of the Extra Principal Distribution Amount (and, to the extent 1% of the Extra Principal Distribution Amount exceeds the interest payable on the Class II-M-3 Certificates, a pro rata portion of the interest payable on the Class II-M-1 and Class II-M-2 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates in the same manner in which the Extra Principal Distribution Amount is allocated among the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8A-8 and, with respect to both the Class A-9II-B-1 and Class II-B-2 Certificates, and to Class B Certificates, respectively (and will be accrued and added to principal on the Class II-M-1, M-1 and Class II-M-2 and Class II -M-3 Certificates in the same proportion as interest payable on such Certificates is used to reduce principal on other Certificates as just described). Principal payments on the Home Equity Loans shall be allocated 99% to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates, and 1% to the Class II-A-1, Class II-A-2, Class II -A-3II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates until paid in full. The aggregate amount of principal allocated to the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable with respect to the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8A-8 and, with respect to both the Class A-9II-B-1 and Class II-B-2 Certificates, and to Class B Certificates, respectively. The aggregate amount of principal allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates shall be allocated and apportioned among such Certificates first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of principal necessary which when applied to such classes can be applied so that the ratio of the principal balance of the Class II-M-1 Certificates to the principal balance of the Class II-M-2 Certificates equals the ratio of the Group I Loan Balance to the Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 Certificates. Notwithstanding the above, principal payments on the Home Equity Loans that are attributable to the Aggregate Overcollateralization Release Amount shall be allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (allocated first to the Class II-M-3 Certificates until such certificates are paid in full, and second to the Class II-M-1 and Class II-M-2 Certificates and apportioned among the Class II-M-1 and Class II-M-2 Certificates in such a manner that the Balance Ratio is maintained until paid in full). Realized Losses shall be applied such that after all distribution distributions have been made on such Payment Date the principal balance of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, and the sum of the Class II-A-9, B-1 and Class II-B B-2 Certificates are each 1% of the principal balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, A-8 and Class B Certificates, respectively, and the aggregate principal balance of the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates is equal to the Total Loan Balances of the Home Equity Loans less an amount equal to the sum of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates and is allocated and apportioned first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of Realized Losses necessary which when applied to such Classes can be applied in such a manner that the Balance Ratio is maintained, and second, to the Class II-M-3 Certificates. The REMIC II Certificates will have the following designations and Pass-Through Rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner:

Miscellaneous REMIC Provisions. (a) The Trustee shall elect that each of REMIC I, REMIC II and REMIC III shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests (as defined below) shall constitute the assets of REMIC III. (b) The . REMIC I will be evidenced by (x) the Class IA, Class IB, and Class IC Certificates (the "REMIC I Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC I and (y) the Class R-I Certificates, which are hereby designated as the single "residual interest" in the REMIC I (the REMIC I Regular Interests, together with the Class R-I Certificates, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of the REMIC I as being issued to and held by the Trustee on behalf of REMIC II. The Class IA Certificates shall have an initial principal balance equal to the sum of the initial principal balances balance of the Class A-6 and A-7 Certificates (that is, $197,600,000.0034,125,000). The Class IB Certificates shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the initial principal balance of the Class IA Certificate Certificates (that is, $1,387,400,000.00453,352,925). The Class IC Certificates shall have an initial principal balance equal to the Original Group II Loan Balance (that is, $165,000,000.00162,522,163). On each Payment Date, principal collections on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the principal payable on the Class A-6 and A-7 Certificates shall be payable on the Class IA Certificates and the remaining principal shaxx xx xxxxxxx xx xxx Xxxxx XX Xxxxxxxxxxxx xxx xxx xxxxxxxxx xxincipal collections shall be payable to the Class IB Certificates. On each Payment Date, to the extent that any of the Aggregate Extra Principal Distribution Amount is paid to the Class A-6 and A-7 Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IB Certificates shall instead be paid as principal on the Class IA Certificates (and will be accrued and added to principal on the Class IB Certificates). Realized Losses on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the Realized Losses allocable to the Class A-6 or A-7 Certificates shall be allocable to the Class IA Certificates and the remaining Realized Losses shall be allocable to the Class IB Certificates. All On each Payment Date, all principal collections and Realized Losses on the Group II Home Equity Loans shall be allocated to the Class IC Certificates. The Class IA and Class IB Certificates shall each have Pass-Through Rates equal to the weighted average Coupon Rate of the Group I Home Equity Loans net of the sum of the Servicing Fee for Loan Group I, and the Trustee Fee for Loan Group I I, and the Premium Amount for Loan Group I (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group I). The Class IC Certificates shall have a Pass-Through Rate equal to the weighted average Coupon Rate of the Group II Home Equity Loans as of the opening of business on the first day of the related Remittance Period net of the sum of the Servicing Fee for Loan Group II, the Trustee Fee for Loan Group II, and the Premium Amount for Loan Group II (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group II). The Class R-I Certificates shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Date after all amounts required to be distributed to the Class IA, Class IB, IB and Class IC Certificates and applicable Trust expenses have been paid. (c) The . REMIC II will be evidenced by (x) the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9A-9IO, Class II-BB-1, Class II-A-IOB-2, Class II-M-1, Class II-M-2 M-2, and Class II-M-3 Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II and (y) the Class R-II Certificates, which are hereby designated as the single "residual interest" in the REMIC II (the REMIC II Regular Interests, together with the Class R-II Certificates, the "REMIC II Certificates"). The REMIC II Regular Interests shall be recorded on the records of the REMIC II as being issued to and held by the Trustee on behalf of REMIC III. Any Aggregate Extra Principal Distribution Amount will not be paid as interest to the REMIC II Regular Interests, but instead to the extent available, a portion of the interest payable with respect to the Class II-M-3 Certificates which equals 1% of the Extra Principal Distribution Amount (and, to the extent 1% of the Extra Principal Distribution Amount exceeds the interest payable on the Class II-M-3 Certificates, a pro rata portion of the interest payable on the Class II-M-1 and Class II-M-2 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates in the same manner in which the Extra Principal Distribution Amount is allocated among the Class X-0A-1, Xxxxx X-0Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7A-0, Xxxxx X-0 and, with respect to both the Class A-8II-B-1 and Class II-B-2 Certificates, Class A-9, and to Class B Certificates, respectively (and will be accrued and added to principal on the Class II-M-1, M-1 and Class II-M-2 and Class II -M-3 Certificates in the same proportion as interest payable on such Certificates is used to reduce principal on other Certificates as just described). Principal payments on the Home Equity Loans shall be allocated 99% to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates, and 1% to the Class II-A-1, Class II-A-2, Class II -A-3II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates until paid in full. The aggregate amount of principal allocated to the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable with respect to the Class X-0A-1, Xxxxx X-0Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7A-0, Xxxxx X-0 and, with respect to both the Class A-8II-B-1 and Class II-B-2 Certificates, Class A-9, and to Class B Certificates, respectively. The aggregate amount of principal allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates shall be allocated and apportioned among such Certificates first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of principal necessary which when applied to such classes can be applied so that the ratio of the principal balance of the Class II-M-1 Certificates to the principal balance of the Class II-M-2 Certificates equals the ratio of the Group I Loan Balance to the Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 Certificates. Notwithstanding the above, principal payments on the Home Equity Loans that are attributable to the Aggregate Overcollateralization Release Amount shall be allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (allocated first to the Class II-M-3 Certificates until such certificates are paid in full, and second to the Class II-M-1 and Class II-M-2 Certificates and apportioned among the Class II-M-1 and Class II-M-2 Certificates in such a manner that the Balance Ratio is maintained until paid in full). Realized Losses shall be applied such that after all distribution distributions have been made on such Payment Date the principal balance of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, and the sum of the Class II-A-9, B-1 and Class II-B B-2 Certificates are each 1% of the principal balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, A-8 and Class B Certificates, respectively, and the aggregate principal balance of the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates is equal to the Total Loan Balances of the Home Equity Loans less an amount equal to the sum of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, B-1 and Class II-B B-2 Certificates and is allocated and apportioned first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of Realized Losses necessary which when applied to such Classes can be applied in such a manner that the Balance Ratio is maintained, and second, to the Class II-M-3 Certificates. The REMIC II Certificates will have the following designations and Pass-Through Rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner:: Pass- Allocation Allocation REMIC II Initial Through of of Certificates Balance Rate Principal Interest ------------ ------- ---- --------- -------- II-A-1 $1,642,000 (1) (5) (6) II-A-2 $969,400 (1) (5) (6) II-A-3 $532,590 (1) (5) (6) II-A-4 $299,050 (1) (5) (6) II-A-5 $314,010 (1) (5) (6) II-A-6 $532,450 (1) (5) (6) II-A-7 $341,250 (1) (5) (6) II-A-8 $1,543,750 (1) (5) (6) II-A-9IO (notional) (2) (notional) (7) II-B-I $243,738 (1) (5) (6) II-B-2 $81,261 (1) (5) (6) II-M-1 $4,874,779 (3) (5) (6) II-M-2 $1,625,221 (4) (5) (6) II-M-3 $637,000,087 (1) (5) (6) R-II 0 (8) (8) (8) (1) The Pass-Through Rate on these REMIC II Regular Interests shall at any time of determination equal the weighted average of the Class IB Pass-Through Rate, the Class IC Pass-Through Rate, and the excess of the Class IA Pass-Through Rate over (a) 7.0% for the first 30 Payment Dates and (b) 0.0% thereafter (2) Interest on the Class II-A-9IO will equal 7.0% per annum on the principal balance of the Class IA Certificate for the first 30 Payment Dates and 0.0% thereafter. (3) The Pass-Through Rate on this REMIC II Regular Interest shall at any time of determination equal the weighted average of the Class IB Pass-Through Rate and the excess of the Class IA Pass-Through Rate over (a) 7.0% for the first 30 Payment Dates and (b) 0.0% thereafter. (4) The Pass-Through Rate on this REMIC II Regular Interest shall at any time of determination equal the Pass-Through Rate on the Class IC Certificate. (5) Principal will be allocated to and apportioned among the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8 and Class B Certificates in the same proportion as principal from the Home Equity Loans is payable with respect to such Certificates, except that a portion of such principal in an amount equal to the Overcollateralization Stepdown Amount shall first be allocated as a payment of interest to the Class C Certificates, and all principal will be allocated as a payment of interest to the Class C Certificates after the principal balances of the Class A and Class B Certificates have been reduced to zero. (6) Except as provided in the next sentence, interest will be allocated among the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Cxxxx X-0, Xxxxs A-8, Class A-9IO and Class B Certificates in the same proportion as interest is payable on such Certificates. Any interest with respect to each REMIC II Certificate in excess of the product of (i) 100 times the weighted average coupon of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9IO, Class II-B-1, Class II-B-2, Class II-M-1, Class II-M-2 and Class II-M-3 Certificates, where each of such Classes, other than the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates, is first subject to a cap and floor equal to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9IO and, with respect to the Class II-B-1 and Class II-B-2 Certificates, the Class B Pass-Through Rate, respectively, and the Class II-M-1, Class II- M-2 and Class II-M-3 Certificates are each subject to a cap equal to 0%, and (ii) the principal balance of each such REMIC II Certificate, shall not be allocated to the Class A and Class B Certificates but will be allocated to the Class C Certificates. However, the Class C Certificates shall be subordinated to the extent provided in Section 7.03. (7) to Class A-9IO (8) On each Distribution Date, available funds, if any, remaining in the REMIC II after payments of interest and principal, as designated above, will be distributed to the Class R-II Certificate. It is expected that there shall not be any distributions on the Class R-II Certificates. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9IO, Class B and Class C Certificates are hereby designated as "regular interests" with respect to the REMIC III (the "REMIC III Regular Interests") and the Class R Certificate is hereby designated as the single "residual interest" with respect to REMIC III. On each Payment Date, available funds, if any, remaining in REMIC III after payments of interest and principal as designated herein shall be distributed to the Class R Certificates. For federal income tax purposes, the "latest possible maturity date" for each of the REMIC I Regular Interests, REMIC II Regular Interests and REMIC III Regular Interests (other than the Class A-9IO Certificates) is hereby set to be the Payment Date of April 25, 2030 and for the Class A-9IO Certificates is hereby set to be the Payment Date of September 25, 2001. The Startup Day is hereby designated for each of REMIC I, REMIC II and REMIC III as the "startup day" within the meaning of Section 860G(a)(9) of the Code. The Trustee shall provide to the Internal Revenue Service and to the persons described in Section 860E(e)(3) and (6) of the Code, the information described in Treasury regulations Section 1.860D-1(b)(5)(ii), or any successor regulation thereto, with respect to each of REMIC I, REMIC II and REMIC III. Such information will be provided in the manner described in Treasury regulations Section 1.860E-2(a)(5), or any successor regulation thereto. END OF ARTICLE II

Miscellaneous REMIC Provisions. (ai) The Trustee shall elect that each of the REMIC IIF, REMIC II IA, REMIC II, and the REMIC III shall be treated as a REMIC REMICs under Section 860D of the Code, as described in Section 9.11. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement the Trust shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (bii) The REMIC I IF will be evidenced by (x) the Class IAIF-A1, Class IBIF-A2, Class IF-A3, Class IF-A4 and Class IC IF-B Certificates (the "REMIC I IF Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC I IF and (y) the Class R-I CertificatesIF Certificate, which are is hereby designated as the single "residual interest" in the REMIC I IF (the REMIC I IF Regular Interests, together with the Class R-I CertificatesIF Certificate, the "REMIC I CertificatesIF Interests"). The REMIC I IF Regular Interests shall be recorded on the records of the REMIC I IF as being issued to and held by the Trustee on behalf of the REMIC II. . (iii) The Class REMIC IA Certificates shall have an initial principal balance equal to the sum of the initial principal balances of the Class A-6 and A-7 Certificates will be evidenced by (that is, $197,600,000.00). The Class IB Certificates shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the initial principal balance of the Class IA Certificate (that is, $1,387,400,000.00). The Class IC Certificates shall have an initial principal balance equal to the Original Group II Loan Balance (that is, $165,000,000.00). On each Payment Date, principal collections on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the principal payable on the Class A-6 and A-7 Certificates shall be payable on the Class IA Certificates and the remaining principal collections shall be payable to the Class IB Certificates. On each Payment Date, to the extent that any of the Aggregate Extra Principal Distribution Amount is paid to the Class A-6 and A-7 Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IB Certificates shall instead be paid as principal on x) the Class IA Certificates (and the "REMIC IA Regular Interests"), which will be accrued uncertificated and added to principal on non-transferable and are hereby designated as the "regular interests" in the REMIC IA and (y) the Class IB Certificates). Realized Losses on R-IA Certificate, which is hereby designated as the Group I Home Equity Loans shall be allocated as follows: an amount equal to single "residual interest" in the Realized Losses allocable to REMIC IA (the REMIC IA Regular Interests, together with the Class A-6 or A-7 Certificates shall be allocable to R-IA Certificate, the Class "REMIC IA Certificates and the remaining Realized Losses shall be allocable to the Class IB Certificates. All principal collections and Realized Losses on Group II Home Equity Loans shall be allocated to the Class IC Certificates. The Class IA and Class IB Certificates shall each have Pass-Through Rates equal to the weighted average Coupon Rate of the Group I Home Equity Loans net of the sum of the Servicing Fee for Loan Group I, and the Trustee Fee for Loan Group I and the Premium Amount for Loan Group I (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group IInterests"). The Class IC Certificates REMIC IA Regular Interests shall have a Pass-Through Rate equal to be recorded on the weighted average Coupon Rate records of the Group II Home Equity Loans REMIC IA as being issued to and held by the Trustee on behalf of the opening of business on the first day of the related Remittance Period net of the sum of the Servicing Fee for Loan Group REMIC II, the Trustee Fee for Loan Group II, and the Premium Amount for Loan Group II (expressed as a per annum rate on the Group Loan Balance for Loan Group II). The Class R-I Certificates shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Date after all amounts required to be distributed to the Class IA, Class IB, and Class IC Certificates and applicable Trust expenses have been paid. (civ) The REMIC II will be evidenced by (x) the Class II-A-1AF, Class II-1F, Class II-2F, Class II-3F, Class II-4F, Class II-5F, Class II-6F, Class II-7F, Class II-8F, Class II-9F, Class II-10F, Class II-A-2MF, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class II-B, Class II-A-IO, Class II-M-1AA, Class II-M-2 II-1A, Class II-2A, Class II-3A, Class II-4A, and Class II-M-3 MA Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II and (y) the Class R-II CertificatesCertificate, which are is hereby designated as the single "residual interest" in the REMIC II (the REMIC II Regular Interests, together with the Class R-II CertificatesCertificate, the "REMIC II CertificatesInterests"). The REMIC II Regular Interests shall be recorded on the records of the REMIC II as being issued to and held by the Trustee on behalf of the REMIC III. (v) The Class A-1F, Xxxxx X-0X, Xxxxx X-0X, Xxass A-4F, Xxxxx X-0X, Xxxxx X-0X, Xxass A-IO, Class M-1F, Class M-2F, Class B-1F, Xxxxx X-0X, Xxass A-1A, Class M-1A, Class M-2A, Class B-1A, and Class C Certificates, consisting of two components (the Class C-F Component and the Class C-A Component as defined in footnote 5 below), are hereby designated as "regular interests" with respect to the REMIC III and the Class R-III Certificate is hereby designated as the single "residual interest" with respect to the REMIC III. Any Aggregate The Class R-III Certificate shall have no pass-through rate and shall have no principal balance. (vi) The Class IF-A1 Certificates shall have an initial principal balance equal to $9,000,000, the Class IF-A2 Certificates shall have an initial principal balance equal to $13,500,000, the Class IF-A3 Certificates shall have an initial principal balance equal to $4,500,000, and the Class IF-A4 Certificates shall have an initial principal balance equal to $13,500,000. The Class IF-B Certificates shall have an initial principal balance equal to the excess of (i) the aggregate principal balance of the Fixed Rate Group at the Cut-off Date over (ii) $40,500,000. On each Distribution Date principal collections on the Fixed Rate Group shall be allocated sequentially to the Class IF-B, Class IF-A1, Class IF-A2, Class IF-A3, and Class IF-A4 Certificates until the principal balance of each such class is reduced to zero. Realized Losses on the Fixed Rate Group shall be allocated sequentially to the Class IF-B, Class IF-A1, Class IF-A2, Class IF-A3 and Class IF-A4 Certificate until the principal balance of each such class is reduced to zero. The Class IF-A1, Class IF-A2, Class IF-A3, Class IF-A4 and Class IF-B Certificates shall each have Pass-Through Rates equal to the weighted net average Mortgage Loan Rate of the Fixed Rate Group. The Class R-IF Certificates shall have no principal balance and no pass-through rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC IF on each Distribution Date after all amounts required to be distributed to the Class IF-A1, Class IF-A2, Class IF-A3, Class IF-A4 and Class IF-B Certificates and applicable Trust expenses have been paid. (vii) The Class IA Certificates shall have an initial principal balance equal to the principal balance of the Adjustable Rate Group at the Cut-off Date. On each Distribution Date principal collections on the Adjustable Rate Group shall be allocated to the Class IA Certificates. Realized Losses on the Adjustable Rate Group shall be allocated to the Class IA Certificates. The Class IA Certificates shall each have Pass-Through Rates equal to the weighted net average Mortgage Loan Rate of the Adjustable Rate Group. The Class R-IA 100 Certificates shall have no principal balance and no pass-through rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC IA on each Distribution Date after all amounts required to be distributed to the Class IA Certificates and applicable Trust expenses have been paid. (viii) For purposes of this Section 9.16, the "Fixed Rate Turbo Amount" means with respect to any Distribution Date the amount of any Extra Principal Distribution Amount for the Fixed Rate Group for such Distribution Date. Any Fixed Rate Turbo Amount that is attributable to interest on the Fixed Rate Group will not be paid as interest to the REMIC II Regular Interests, but instead to the extent available, a portion of the interest payable with respect to the Class II-M-3 Certificates MF Certificate which equals 1% of the Extra Principal Distribution Fixed Rate Turbo Amount (and, to the extent 1% of the Extra Principal Distribution Amount exceeds the interest payable on the Class II-M-3 Certificates, a pro rata portion of the interest payable on the Class II-M-1 and Class II-M-2 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1II-1F, Class II-A-2II-2F, Class II-A-3II-3F, Class II-A-4II-4F, Class II-A-5II-5F, Class II-A-6II-6F, Class II-A-7II-7F, Class II-A-8II-8F, Class II-A-9II-9F, and Class II-B II-10F Certificates in the same manner in which the Extra Principal Distribution Fixed Rate Turbo Amount is allocated among the Class X-0A-1F, Xxxxx X-0X-0X, Xxxxx X-0X, Class A-3A-F4, Class A-4A-F5, Class A-5A-F6, Class A-6M-1F, Class A-7M-2F, Class A-8, Class A-9B-1F, and Class B B-2F Certificates, respectively (and will be accrued and added to principal on the Class II-M-1, Class II-M-2 and Class II -M-3 Certificates in the same proportion as interest payable on such Certificates is used to reduce principal on other Certificates as just describedMF Certificate). Principal payments on the Home Equity Loans Fixed Rate Group shall be allocated 9998% to the Class II-M-1AF Certificate, Class II-M-2 and Class II-M-3 Certificates, and 1% to the Class II-A-1MF Certificate and 1% to the Class II-1F, Class II-A-2II-2F, Class II -A-3II-3F, Class II-A-4II-4F, Class II-A-5II-5F, Class II-A-6II-6F, Class II-A-7II-7F, Class II-A-8II-8F, Class II-A-9II-9F, and Class II-B II-10F Certificates until paid in full. The aggregate amount of principal allocated to the Class II-A-1II-1F, Class II-A-2II-2F, Class II-A-3II-3F, Class II-A-4II-4F, Class II-A-5II-5F, Class II-A-6II-6F, Class II-A-7II-7F, Class II-A-8II-8F, Class II-A-9II-9F, and Class II-B II-10F Certificates shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable with respect to the Class X-0A-1F, Class A-2F, Class A-3F, Class A-4F, Xxxxx X-0X-0X, Xxxxx X-0X, Xxass M-1F, Class A-3M-2F, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9B-1F, and Class B B-2F Certificates, respectively. The aggregate amount of principal allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates shall be allocated and apportioned among such Certificates first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of principal necessary which when applied to such classes can be applied so that the ratio of the principal balance of the Class II-M-1 Certificates to the principal balance of the Class II-M-2 Certificates equals the ratio of the Group I Loan Balance to the Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 Certificates. Notwithstanding the aboveforegoing, 98% and 2% of any principal payments payment on the Home Equity Loans Fixed Rate Group that are attributable to the Aggregate an Overcollateralization Release Amount attributable to the Fixed Rate Group shall be allocated to the Class II-M-1, Class II-M-2 AF and Class II-M-3 Certificates (allocated first MF Certificates, respectively, until paid in full, except that an amount otherwise allocable to the Class II-M-3 MF Certificates until such certificates are paid not exceed to any Net Fixed Rate Excess (as defined in fullfootnote (8)), and second not previously applied under this sentence, shall be allocated to the Class II-M-1 and Class II-M-2 Certificates and apportioned among REMIC II Interest(s) that would have received such allocation but for the Class II-M-1 and Class II-M-2 Certificates in such a manner that the Balance Ratio is maintained until paid in full)limitation under footnote (8) below. Realized Losses on the Fixed Rate Group shall be applied such that after all distribution distributions have been made on such Payment Distributable Date the following REMIC II Regular Interests have the following principal balance of the principal balances of the balances: Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates are each 1AF-98% of the principal balances of the Class A-1Fixed Rate Group, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively, and II-1F-1% of the aggregate principal balance of the Class II-M-1A-1F Certificates, Class II-M-2 II-2F-1% of the principal balance of the Class A-2F Certificates, Class II-3F-1% of the principal balance of the Class A-3F Certificates, Class II-4F-1% of the principal balance of the Class A-4F Certificates, Class II-5F-1% of the principal balance of the Class A-5F Certificates, Class II-6F-1% of the principal balance of the Class A-6F Certificates, Class II-7F-1% of the principal balance of the Class M-1F Certificates, Class II-8F-1% of the principal balance of the Class M-2F Certificates, Class II-9F-1% of the principal balance of the Class B-1F Certificates, Class II-10F-1% of the principal balance of the Class B-2F Certificates, and Class II-M-3 Certificates is equal to MF the Total Loan Balances principal balance of the Home Equity Loans Fixed Rate Group less an amount equal to the sum of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates and is allocated and apportioned first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of Realized Losses necessary which when applied to such Classes can be applied in such a manner that the Balance Ratio is maintained, and second, to the Class II-M-3 Certificates. The REMIC II Certificates will have the following designations and Pass-Through Rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner:II-

Miscellaneous REMIC Provisions. (ai) The Trustee shall elect that each of REMIC I, REMIC II II, REMIC III and REMIC III IV shall be treated as a REMIC REMICs under Section 860D of the Code, as described in Section 9.11. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement the Trust shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (bii) The REMIC I will be evidenced by (xy) (A) the Class IA, Class IB, IF-A and Class IC Certificates IF-B Regular Interests (the "IF Regular Interests") and (B) the Class IA Regular Interest (the "IA Regular Interest") and, together with the IF Regular Interests, the "REMIC I Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC I I, and (yz) the Class R-I CertificatesR-1 Certificate, which are is hereby designated as the single "residual interest" in the REMIC I (together with the REMIC I Regular Interests, together with the Class R-I Certificates, the "REMIC I CertificatesInterests"). The REMIC I Regular Interests shall be recorded on the records of the REMIC I as being issued to and held by the Trustee on behalf of REMIC II. (iii) REMIC II will be evidenced by (y)(A) the Class LT-FM, Class LT-A1F, Class LT-A2F, Class LT-A3F, Class LT-A4F, Class LT-A5F, Class LT-A6F and Class LT-AIO Regular Interests (the "LTF Regular Interests"), and (B) the Class LT-AM, Class LT-A1A, Class LT-M1A, Class LT-M2A and Class LF-B1A Regular Interests (the "LTA Regular Interests", and, together with the LTF Regular Interests, the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated at the "regular interests" in REMIC II, and (z) the Class R-2 Certificate, which is hereby designated as the single "residual interest" in REMIC II (together with the REMIC II Regular Interests, the "REMIC II Interests"). The REMIC II Regular Interests shall be recorded on the records of REMIC II as being issued to and held by the Trustee on behalf of REMIC III. (iv) REMIC III will be evidenced by (y) (A) the Class MT-FM, Class MT-A1F, Class MT-A2F, Class MT-A3F, Class MT-A4F, Class MT-A5F, Class MT-A6F, Class MT-AIO and Class MT-FIO Regular Interests (the "MTF Regular Interests") and (ii) the Class MT-AM, Class MT-A1A, Class MT-M1A, Class MT-M2A, Class MT-B1A and Class MT-AdjIO Regular Interests (the "MTA Regular Interests" and together with the MTF Regular Interests, the "REMIC III Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC III, and (z) the Class R-3 Certificate, which is hereby designated as the single "residual interest" in REMIC III (together with the REMIC III Regular Interests, the "REMIC III Interests"). The REMIC III Regular Interests shall be recorded on the records of REMIC III as being issued to and held by the Trustee on behalf of REMIC IV. (v) The Class A-1F, Xxxxx X-0X, Xxxxx X-0X, Xxass A-4F, Xxxxx X-0X, Xxxxx X-0X, Xxass A-IO, Class A-1A, Class M-1A, Class M-2A, Class B-1A and Class C Certificates, consisting of two components (the Class C-F Component and the Class C-A Component as defined in clause (ix) below), are hereby designated as "regular interests" in REMIC IV (the "REMIC IV Regular Interests") and the Class R-4 Certificate is hereby designated as the single "residual interest" with respect to the REMIC IV (together with the REMIC IV Regular Interests, the "REMIC IV Interests"). The Class IA Certificates R-4 Certificate shall have no Pass-Through Rate and shall have no principal balance. (vi) The Class IF-A Regular Interest shall have an initial principal balance equal to the sum of the initial principal balances balance of the Class A-6 and A-7 Certificates (that is, $197,600,000.00)A-6F Certificates. The Class IB Certificates IF-B Regular interest shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the aggregate initial principal balance balances of the Class IA Certificate (that isA-1F, $1,387,400,000.00)Class A-2F, Class A-3F, Class A-4F and Class A-5F Certificates. The Class IC Certificates IA Regular Interest shall have an initial principal balance equal to the Original Group II Loan Balance (that isinitial principal balance of the Class A-1A, $165,000,000.00)Class M-1A, Class M-2A and Class B-1A Certificates. On each Payment Date, Distribution Date principal collections collection (i) on the Fixed Rate Group I Home Equity Loans shall be allocated as follows: an amount equal to the principal payable on the Class A-6 and A-7 A-6F Certificates shall be payable on the Class IA Certificates IF- A Regular Interest and the remaining principal collections shall be payable allocated to the Class IB CertificatesIF-B Regular Interest; and (ii) on the Adjustable Rate Group shall be allocated to the IA Regular Interest. On each Payment Date, Distribution Date to the extent that any of the Aggregate Extra Principal Distribution Amount is paid to the Class A-6 and A-7 A-6F Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IB Certificates IF- B Regular Interest equal to such Extra Principal Distribution Amount shall instead be paid as principal on the Class IA Certificates IF-A Regular Interest (and will be accrued and added to principal on the Class IB CertificatesIF-B Regular Interest). Realized Losses on the Fixed Rate Group I Home Equity Loans shall be allocated as follows: an amount equal to the Realized Losses allocable to the Class A-6 or A-7 A-6F Certificates shall be allocable to the Class IA Certificates IF-A Regular Interest and the remaining Realized Losses shall be allocable to the Class IB CertificatesIF-B Regular Interest. All principal collections and Realized Losses on the Adjustable Rate Group II Home Equity Loans shall be allocated to the Class IC CertificatesIA Regular Interest. The Class IA IF-A and Class IB Certificates IF-B Regular Interests shall each have Pass-Through Rates equal to the weighted average Coupon Mortgage Loan Rate of the Group I Home Equity Loans net of the sum of Fixed Rate Group, after subtracting therefrom (i) the Servicing Fee for Loan Group IRate and (ii) the Financial Guaranty Insurer Premium, and the Trustee Fee for Loan Group I and the Premium Amount for Loan Group I (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group I). The Class IC Certificates IA Regular Interest shall have a Pass-Pass- Through Rate equal to the weighted average Coupon Mortgage Loan Rate of the Group II Home Equity Loans as of the opening of business on the first day of the related Remittance Period net of the sum of Adjustable Rate Group, after subtracting therefrom the Servicing Fee for Loan Group II, the Trustee Fee for Loan Group II, and the Premium Amount for Loan Group II (expressed as a per annum rate on the Group Loan Balance for Loan Group II)Rate. The Class R-I Certificates R-1 Certificate shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Distribution Date after all amounts required require to be distributed to the Class IA, Class IB, and Class IC Certificates REMIC I Regular Interests and applicable Trust expenses have been paid. (c) The REMIC II will be evidenced by (x) the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class II-B, Class II-A-IO, Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II and (y) the Class R-II Certificates, which are hereby designated as the single "residual interest" in the REMIC II (the REMIC II Regular Interests, together with the Class R-II Certificates, the "REMIC II Certificates"). The REMIC II Regular Interests shall be recorded on the records of the REMIC II as being issued to and held by the Trustee on behalf of REMIC III. Any Aggregate Extra Principal Distribution Amount will not be paid as interest to the REMIC II Regular Interests, but instead to the extent available, a portion of the interest payable with respect to the Class II-M-3 Certificates which equals 1% of the Extra Principal Distribution Amount (and, to the extent 1% of the Extra Principal Distribution Amount exceeds the interest payable on the Class II-M-3 Certificates, a pro rata portion of the interest payable on the Class II-M-1 and Class II-M-2 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates in the same manner in which the Extra Principal Distribution Amount is allocated among the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively (and will be accrued and added to principal on the Class II-M-1, Class II-M-2 and Class II -M-3 Certificates in the same proportion as interest payable on such Certificates is used to reduce principal on other Certificates as just described). Principal payments on the Home Equity Loans shall be allocated 99% to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates, and 1% to the Class II-A-1, Class II-A-2, Class II -A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates until paid in full. The aggregate amount of principal allocated to the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable with respect to the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively. The aggregate amount of principal allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates shall be allocated and apportioned among such Certificates first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of principal necessary which when applied to such classes can be applied so that the ratio of the principal balance of the Class II-M-1 Certificates to the principal balance of the Class II-M-2 Certificates equals the ratio of the Group I Loan Balance to the Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 Certificates. Notwithstanding the above, principal payments on the Home Equity Loans that are attributable to the Aggregate Overcollateralization Release Amount shall be allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates (allocated first to the Class II-M-3 Certificates until such certificates are paid in full, and second to the Class II-M-1 and Class II-M-2 Certificates and apportioned among the Class II-M-1 and Class II-M-2 Certificates in such a manner that the Balance Ratio is maintained until paid in full). Realized Losses shall be applied such that after all distribution have been made on such Payment Date the principal balance of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates are each 1% of the principal balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, and Class B Certificates, respectively, and the aggregate principal balance of the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates is equal to the Total Loan Balances of the Home Equity Loans less an amount equal to the sum of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, and Class II-B Certificates and is allocated and apportioned first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of Realized Losses necessary which when applied to such Classes can be applied in such a manner that the Balance Ratio is maintained, and second, to the Class II-M-3 Certificates. The REMIC II Certificates will have the following designations and Pass-Through Rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner:

Miscellaneous REMIC Provisions. (a) The Trustee shall elect that each of REMIC I, REMIC II and REMIC III shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Home Equity Loans, the Accounts, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (as defined below) shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) The REMIC I will be evidenced by (x) the Class IA, Class IB, Class IC, Class ID, and Class IC IE Certificates (the "REMIC I Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC I and (y) the Class R-I Certificates, which are hereby designated as the single "residual interest" in the REMIC I (the REMIC I Regular Interests, together with the Class R-I Certificates, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of the REMIC I as being issued to and held by the Trustee on behalf of REMIC II. The Class IA Certificates shall have an initial principal balance equal to the sum of the initial principal balances balance of the Class A-6 and A-7 A-8 Certificates (that is, $197,600,000.0080,000,000). The Class IB Certificates shall have an initial principal balance equal to the excess of the Original Group I Loan Balance over the initial principal balance of the Class IA Certificate (that is, $1,387,400,000.00720,000,000). The Class IC Certificates shall have an initial principal balance equal to the Original Group II IIa Loan Balance (that is, $165,000,000.00325,000,000). The Class ID Certificates shall have an initial principal balance equal to the sum of the initial principal balances of the Class A-16 and A-17 Certificates (that is, $91,602,000). The Class IE Certificates shall have an initial principal balance equal to the excess of the Original Group IIb Loan Balance over the initial principal balance of the Class ID Certificate (that is, $883,398,000). On each Payment Date, principal collections on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the principal payable on the Class A-6 and A-7 A-8 Certificates shall be payable on the Class IA Certificates and the remaining principal collections shall be payable to the Class IB Certificates. On each Payment Date, to the extent that any of the Aggregate Group Extra Principal Distribution Amount is paid to the Class A-6 and A-7 A-8 Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IB Certificates shall instead be paid as principal on the Class IA Certificates (and will be accrued and added to principal on the Class IB Certificates). Realized Losses on the Group I Home Equity Loans shall be allocated as follows: an amount equal to the Realized Losses allocable to the Class A-6 or A-7 A-8 Certificates shall be allocable to the Class IA Certificates and the remaining Realized Losses shall be allocable to the Class IB Certificates. All On each Payment Date, all principal collections and Realized Losses on the Group II IIa Home Equity Loans shall be allocated to the Class IC Certificates. On each Payment Date, principal collections on the Group IIb Home Equity Loans shall be allocated as follows: an amount equal to the principal payable on the Class A-16 and Class A-17 Certificates shall be payable on the Class ID Certificates and the remaining principal collections shall be payable to the Class IE Certificates. On each Payment Date, to the extent that any of the Aggregate Group Extra Principal Distribution Amount is paid to the Class A-16 and Class A-17 Certificates pursuant to Section 7.03(d)(i), an amount of interest otherwise payable on the Class IE Certificates shall instead be paid as principal on the Class ID Certificates (and will be accrued and added to principal on the Class IE Certificates). Realized Losses on the Group IIb Home Equity Loans shall be allocated as follows: an amount equal to the Realized Losses allocable to the Class A-16 and Class A-17 Certificates shall be allocable to the Class ID Certificates and the remaining Realized Losses shall be allocable to the Class IE Certificates. The Class IA and Class IB Certificates shall each have Pass-Through Rates equal to the weighted average Coupon Rate of the Group I Home Equity Loans net of the sum of the Servicing Fee for Loan Group I, and the Trustee Fee for Loan Group I and the Premium Amount for Loan Group I (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group I). The Class IC Certificates shall have a Pass-Through Rate equal to the weighted average Coupon Rate of the Group II IIa Home Equity Loans as of the opening of business on the first day of the related Remittance Period net of the sum of the Servicing Fee for Loan Group IIIIa, and the Trustee Fee for Loan Group II, IIa and the Premium Amount for Loan Group II IIa (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group IIIIa). The Class ID and Class IE Certificates shall each have Pass-Through Rates equal to the weighted average Coupon Rate of the Group IIb Home Equity Loans net of the sum of the Servicing Fee for Loan Group IIb and the Trustee Fee, Auction Agent's Fee, Broker Dealer Fee and the Premium Amount for Loan Group IIb (the sum expressed as a per annum rate on the Group Loan Balance for Loan Group IIb). The Class R-I Certificates shall have no principal balance and no Pass-Through Rate and shall be entitled to only those distributable assets, if any, remaining in the REMIC I on each Payment Date after all amounts required to be distributed to the Class IA, Class IB, Class IC, Class ID and Class IC IE Certificates and applicable Trust expenses have been paid. It is expected that there shall not be any distributions on the Class R-I Certificates. (c) The REMIC II will be evidenced by (x) the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-N-IO, Class II-B-I, Class II-A-9, Class II-BA-10, Class II-AA-11, Class II-A-12, Class II-A-13, Class II-A-14, Class II-A-15, Class II-A-16, Class II-A-17, Class II-A-18, Class II-A-19, Class II-A-20, Class II-P-IO, Class II-B-II, Class II-M-1, Class II-M-2 M-2, Class II-M-3 and Class II-M-3 M-4 Certificates (the "REMIC II Regular Interests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II and (y) the Class R-II Certificates, which are hereby designated as the single "residual interest" in the REMIC II (the REMIC II Regular Interests, together with the Class R-II Certificates, the "REMIC II Certificates"). The REMIC II Regular Interests shall be recorded on the records of the REMIC II as being issued to and held by the Trustee on behalf of REMIC III. Any Aggregate Group Extra Principal Distribution Amount will not be paid as interest to the REMIC II Regular Interests, but instead to the extent available, a portion of the interest payable with respect to the Class II-M-3 M-4 Certificates which equals 1% of the Aggregate Extra Group Principal Distribution Amount (and, to the extent 1% of the Aggregate Extra Group Principal Distribution Amount exceeds the interest payable on the Class II-M-3 M-4 Certificates, a pro rata portion of the interest payable on the Class II-M-1 M-1, Class II-M-2 and Class II-M-2 M-3 Certificates equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-B-I, Class II-A-9, Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-14, Class II-A-15, Class II-A-16, Class II-A-17, Class II-A-18, Class II-A-19, Class II-A-20, and Class II-B B-II Certificates in the same manner in which the Aggregate Extra Group Principal Distribution Amount is allocated among the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class B-I, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20, and Class B B-II Certificates, respectively (and will be accrued and added to principal on the Class II-M-1, Class II-M-2 and Class II -M-3 II-M-3 Certificates in the same proportion as interest payable on such Certificates is used to reduce principal on other Certificates as just described). Principal payments on the Home Equity Loans shall be allocated 99% to the Class II-M-1, Class II-M-2 M-2, Class II-M-3, and Class II-M-3 M-4 Certificates, and 1% to the Class II-A-1, Class II-A-2, Class II -A-3II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-B-I, Class II-A-9, Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-14, Class II-A-15, Class II-A-16, Class II-A-17, Class II-A-18, Class II-A-19, Class II-A-20, and Class II-B B-II Certificates until paid in full. The aggregate amount of principal allocated to the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-B-I, Class II-A-9, Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-14, Class II-A-15, Class II-A-16, Class II-A-17, Class II-A-18, Class II-A-19, Class II-A-20, and Class II-B B-II Certificates shall be apportioned among such Classes in the same manner in which principal on the Home Equity Loans is payable with respect to the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7X-0, Xxxxx X-0, Class A-8B-I, Class A-9, and Class B Certificates, respectively. The aggregate amount of principal allocated to the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates shall be allocated and apportioned among such Certificates first, to the Class II-M-1 and Class II-M-2 Certificates the least amount of principal necessary which when applied to such classes can be applied so that the ratio of the principal balance of the Class II-M-1 Certificates to the principal balance of the Class II-M-2 Certificates equals the ratio of the Group I Loan Balance to the Group II Loan Balance (the "Balance Ratio") and second, to the Class II-M-3 Certificates. Notwithstanding the above, principal payments on the Home Equity Loans that are attributable to the Aggregate Overcollateralization Release Amount shall be allocated to the Class II-M-1, Class II-M-2 M-2, Class II-M-3 and Class II-M-3 M-4 Certificates (allocated first to the Class II-M-3 M-4 Certificates until such certificates are paid in full, and second to the Class II-M-1 M-1, Class II-M-2, and Class II-M-2 M-3 Certificates and apportioned among the Class II-M-1 M-1, Class II-M-2, and Class II-M-2 M-3 Certificates in such a manner that the Balance Ratio is maintained until paid in full). Realized Losses shall be applied such that after all distribution distributions have been made on such Payment Date the principal balance of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-B-I, Class II-A-9, Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-14, Class II-A-15, Class II-A-16, Class II-A-17, Class II-A-18, Class II-A-19, Class II-A-20, and Class II-B B-II Certificates are each 1% of the principal balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class B-I, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20, and Class B B-II Certificates, respectively, and the aggregate principal balance of the Class II-M-1, Class II-M-2 M-2, Class II-M-3 and Class II-M-3 M-4 Certificates is equal to the Total Loan Balances of the Home Equity Loans less an amount equal to the sum of the principal balances of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-B-I, Class II-A-9, Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-14, Class II-A-15, Class II-A-16, Class II-A-17, Class II-A-18, Class II-A-19, Class II-A-20, and Class II-B B-II Certificates and is allocated and apportioned first, to the Class II-M-1 and M-1, Class II-M-2 M-2, Class II-M-3 Certificates the least amount of Realized Losses necessary which when applied to such Classes can be applied in such a manner that the Balance Ratio is maintained, and second, to the Class II-M-3 M-4 Certificates. The REMIC II Certificates will have the following designations and Pass-Through Rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner:: REMIC II Initial Pass- Allocation Allocation Certificates Balance Through of of ------------------- ------------ Rate Principal Interest -------- -------------- -------------- II-A-1 $800,000 (1) (7) (8) -50-