Common use of REMIC Designations and Allocations Clause in Contracts

REMIC Designations and Allocations. (a) The Trustee shall elect that each of REMIC I and REMIC II 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Master Servicer Collection Account, the Distribution Account, any REO Property, and any proceeds of the foregoing. (b) REMIC I will be evidenced by (x) the Class I-A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-B, Class II-A, Class II-M-1, Class II-M-2, Class II-M-3 and Class II-B (the "REMIC I Regular Interests"), which are hereby designated as the "regular interests" in REMIC I and will be uncertificated and non-transferable and (y) the Class R-1 Certificate, which is hereby designated as the single "residual interest" in REMIC I (the REMIC I Regular Interests, together with the Class R-1 Certificate, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of REMIC I as being issued to and held by the Trustee on behalf of REMIC II. Principal shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC I Regular Interests as such amounts are payable and allocable to the Certificates with the corresponding designations. The REMIC I Certificates will have the following designations, initial principal balances, pass-through rates and allocations of interest:

REMIC Designations and Allocations. (a) The Trustee shall elect that each of REMIC I and REMIC II 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Master Servicer Collection Account, the Distribution Account, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. (b) [Reserved.] (c) REMIC I will be evidenced by (x) the Class I-A-1a, Class I-A-2m1, Class I-A-3m2, Class I-M-1m3, Class I-M-2m4, Class I-M-3m5, Class I-M-4, m6 and Class I-M-5, Class I-M-6, Class I-B, Class II-A, Class II-M-1, Class II-M-2, Class II-M-3 and Class II-B m7 (the "REMIC I Regular Interests"), which are hereby designated as the "regular interests" in REMIC I and will be uncertificated and non-transferable and (y) the Class R-1 R-I Certificate, which is hereby designated as the single "residual interest" in REMIC I (the REMIC I Regular Interests, together with the Class R-1 R-I Certificate, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of REMIC I as being issued to and held by the Trustee on behalf of REMIC II. I. Principal shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC I Regular Interests as such amounts are payable and allocable to the Certificates with the corresponding designations. The REMIC I Certificates will have the following designations, initial principal balances, pass-through rates and allocations of interest:: Pass- Allocation REMIC I Initial Principal Through of Certificates Balance Rate Interest --------------- ---------------------- -------------- ------------ I-a $313,746,000 (1) (2),(3) I-m1 $37,689,000 (1) (2),(3) I-m2 $18,549,000 (1) (2),(3) I-m3 $4,341,000 (1) (2),(3) I-m4 $3,946,000 (1) (2),(3) I-m5 $2,960,000 (1) (2),(3) I-m6 $4,538,000 (1) (2),(3) I-m7 $8,880,000 (1) (2),(3) R-I N/A 0%(4) --- _______________ (1) The pass-through rate on this REMIC I Regular Interest shall at any time of determination equal the weighted average of the Net Rates of the Mortgage Loans. (2) Except as provided in note (3) below, interest with respect to this REMIC I Regular Interest will be allocated among the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates in the same proportion as interest is payable with respect to those Certificates. (3) Any interest with respect to this REMIC I Regular Interest, in excess of the weighted average coupon of the REMIC I Regular Interests, where each of Class I-a, Class I-m1, Class I-m2, Class I-m3, Class I-m4, Class I-m5, Class I-m6 and Class I-m7 REMIC I Regular Interests is first subject to a cap and floor equal to the Pass-Through Rates of the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, respectively, will be allocated to the Class B-IO Certificates. The Class B-IO Certificates shall be subordinated to the extent provided in Section 5.04. (4) On each Distribution Date, amounts, if any, remaining in REMIC I after payments of interest and principal, as designated above, will be distributed to the Class R-I Certificate. (d) Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 and Class B-IO Certificates (exclusive of any rights such Certificates may have to receive any payments of Basis Risk Carry Forward Amounts and amounts from the Yield Maintenance Account) and the Class B-IO Certificates (exclusive of any rights or obligations associated with these Certificates in connection with the treatment of the Holders of such Certificates as the owners, for federal income tax purposes, of the Yield Maintenance Account and the payments of Basis Risk Carry Forward Amounts, as described in Section 5.06(f) below), are hereby designated as "regular interests" with respect to REMIC II (the "REMIC II Regular Interests"). The terms of the REMIC I Regular Interests are set out in Section 6.01. (e) [Reserved].

REMIC Designations and Allocations. (a) The Trustee shall elect that each of REMIC I and REMIC II 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Master Servicer Collection Account, the Distribution Account, any REO Property, and any proceeds of the foregoing. (b) REMIC I will be evidenced by (x) the Class I-A-1a1, Class I-A-2a2, Class I-A-3a3, Class I-M-1a4, Class I-M-2m1, Class I-M-3m2, Class I-M-4m3, Class I-M-5, b and Class I-M-6, Class I-B, Class II-A, Class II-M-1, Class II-M-2, Class II-M-3 and Class II-B Q (the "REMIC I Regular Interests"), which are hereby designated as the "regular interests" in REMIC I and will be uncertificated and non-transferable and (y) the Class R-1 Certificate, which is hereby designated as the single "residual interest" in REMIC I (the REMIC I Regular Interests, together with the Class R-1 Certificate, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of REMIC I as being issued to and held by the Trustee on behalf of REMIC II. Principal shall Interest from the Mortgage Loans that is allocable to payments of principal on the Certificates (the "Turbo Amount") will not be payable to, and shortfalls, losses and prepayments are allocable to, paid directly as principal to the REMIC I Regular Interests as such amounts are Interests, but instead a portion of the interest otherwise payable and allocable with respect to the Certificates Class I-Q REMIC I Regular Interest which equals 0.1% of the Turbo Amount will be payable as a reduction of the principal balances of the Class I-a1, Class I-a2, Class I-a3, Class I-a4, Class I-m1, Class I-m2, Class I-m3 and Class I-b REMIC I Regular Interests in the same proportions that the Turbo Amount is allocated among the Class X-0, Xxxxx X-0, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3 and Class B Certificates, respectively, and will be accrued and added to principal on the Class I-Q REMIC I Regular Interest. Principal payments on the Mortgage Loans held by REMIC I shall be allocated 0.1% to the Class I-a1, Class I-a2, Class I-a3, Class I-a4, Class I-m1, Class I-m2, Class I-m3 and Class I-b REMIC I Regular Interests. The remaining 99.9% shall be allocated to Class I-Q REMIC I Regular Interest. The aggregate amount of principal allocated to Class I-a1, Class I-a2, Class I-a3, Class I-a4, Class I-m1, Class I-m2, Class I-m3 and Class I-b REMIC I Regular Interests shall be apportioned among such classes in the same proportions as principal is payable with respect to the corresponding designationsClass X-0, Xxxxx X-0, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3 and Class B Certificates, respectively. Notwithstanding the above, principal payments on REMIC I Regular Interests that are attributable to an Excess Overcollateralization Amount shall be allocated to the Class I-Q REMIC I Regular Interests. Cash of $50 will be deposited into REMIC I and shall be paid out on the first Distribution Date to the Class R-1 Certificate. The REMIC I Certificates will have the following designations, initial principal balances, pass-through rates and allocations of interest:: Pass- Allocation REMIC I Initial Principal Through of Certificates Balance Rate Interest ------------ ------- ---- -------- I-a1 $ 101,952.00 (1) (2),(3) I-a2 $ 50,355.00 (1) (2),(3) I-a3 $ 44,646.00 (1) (2),(3) I-a4 $ 25,000.00 (1) (2),(3) I-m1 $ 9,227.00 (1) (2),(3) I-m2 $ 8,230.00 (1) (2),(3) I-m3 $ 6,733.00 (1) (2),(3) I-b $ 3,242.00 (1) (2),(3) I-Q $ 249,136,070.12 (1) (2),(3) R-1 $ 50.00(4) 0%(4) --- __________ (1) The pass-through rate on this REMIC I Regular Interest shall at any time of determination equal the weighted average of the Net Mortgage Rates of the Mortgage Loans. However, the Pass-Through Rate due on the first Distribution Date will be a fixed rate equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans. (2) Except as provided in note (3) below, interest will be allocated among the Class X-0, Xxxxx X-0, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3 and Class B Certificates in the same proportion as interest is payable on such Certificates. (3) Any interest with respect to these REMIC I Regular Interest -- in excess of the product of (i) 1,000 times the weighted average coupon of the Class I-a1, Class I-a2, Class I-a3, Class I-a4, Class I-m1, Class I-m2, Class I-m3, Class I-b and Class I-Q REMIC I Regular Interests, where each of Class I-a1, Class I-a2, Class I-a3, Class I-a4, Class I-m1, Class I-m2, Class I-m3 and Class I-b REMIC I Regular Interests is first subject to a cap and floor equal to the Pass-Through Rates of 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 Certificates, respectively, and the Class I-Q REMIC I Regular Interest is subject to a cap equal to 0%, and (ii) the principal balance of these REMIC I Regular Interests will be allocated to the Class B-IO Certificates. In addition, an amount equal to the Initial Overcollateralization Amount shall be allocated to the Class B-IO Certificates on the first Distribution Date. However, the Class B-IO Certificates shall be subordinated to the extent provided in Section 5.04. (4) On each Distribution Date, amounts, if any, remaining in REMIC I after payments of interest and principal, as designated above, will be distributed to the Class R-1 Certificate. (c) The Class X-0, Xxxx X-0, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3 and Class B Certificates (exclusive of any rights such Certificates may have to receive, and payments of, Basis Risk Shortfall Carry Forward Amounts, Net WAC Rate Carryover Amounts and Yield Maintenance Amounts) and the Class B-IO Certificates (exclusive of any rights or obligations associated with these Certificates in connection with the treatment of the Holders of such Certificates as the owners, for federal income tax purposes, of the Yield Maintenance Account and the payments of Basis Risk Shortfall Carry Forward Amounts, Net WAC Rate Carryover Amounts and Yield Maintenance Payments, as described in Section 5.06(e) below) are hereby designated as "regular interests" with respect to REMIC II (the "REMIC II Regular Interests") and the Class R-2 Certificate is hereby designated as the single "residual interest" with respect to REMIC II. On each Distribution Date, amounts, if any, remaining in REMIC II after payments of interest and principal as designated herein shall be distributed to the Class R-2 Certificate. The terms of the REMIC II Regular Interests are set out in Section 6.01. Cash of $50 will be deposited into REMIC II and shall be paid out on the first Distribution Date to the Class R-2 Certificate. (d) For federal income tax purposes, each of REMIC I and REMIC II shall have a tax year that is a calendar year and shall report income on an accrual basis. (e) Payments of Basis Risk Shortfall Carry Forward Amounts, Net WAC Rate Carryover Amounts and Yield Maintenance Payments shall be deemed to be made to the holders of the Class B-IO Certificate, who will be the owners of such amounts (on a pro rata basis based upon their Percentage Interest in such Class) for federal income tax purposes. The Class B-IO Certificateholders will be considered to pay such amounts to the Class A-1, Class A-2, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3 or Class B Certificates, as and to the extent appropriate, pursuant to a notional principal contract.

REMIC Designations and Allocations. (a) The Trustee shall elect that each of REMIC I I, REMIC II and REMIC II 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 Mortgage Loans and all interest owing in respect of and principal due thereonLoans, the Master Servicer Collection Certificate Account, the Distribution Account, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests (other than the Class XP Certificates) shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) REMIC I will be evidenced by (x) the Class I-A-1m, Class I-A-2IIm, Class I-A-3IIIm, Class I-M-1OO, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-B, Class II-A, Class II-M-1, Class II-M-2, Class II-M-3 LL and Class II-B MM interests and the Class XP Certificates (together, the "REMIC I Regular Interests"), which (i) (other than Class XP Certificates) will be uncertificated and non-transferable, and (ii) are hereby designated as the "regular interests" in REMIC I and will be uncertificated and non-transferable and (y) the Class R-1 Certificate, which is hereby designated as the single "residual interest" in REMIC I (the REMIC I Regular Interests, together with the Class R-1 Certificate, the "REMIC I Certificates"). The REMIC I Regular Interests (other than the Class XP Certificates) shall be recorded on the records of REMIC I as being issued to and held by the Trustee on behalf of REMIC II. 1% of the principal payments on the Mortgage Loans in Loan Group I will be paid to (and 1% of the Realized Losses on the Mortgage Loans in Loan Group I will be allocated to ) Class Im; 1% of the principal payments on the Mortgage Loans in Loan Group II will be paid to (and 1% of the Realized Losses on the Mortgage Loans in Loan Group I and Loan Group II will be allocated to ) Class IIm; and 1% of the principal payments on the Mortgage Loans in Loan Group III will be paid to (and 1% of the Realized Losses on the Mortgage Loans in Loan Group III will be allocated to ) Class IIIm. Principal shall 99% of the principal payments on the Mortgage Loan in Loan Group I and Loan Group II will be payable paid to (and 99% of the Realized Losses on the Mortgage Loans in Loan Group I and Loan Group II will be allocated to) Class MM, until paid in full and shortfalls, losses then to Class OO. 99% of the principal payments on the Mortgage Loans in Loan Group III will be paid to (and prepayments are allocable 99% of the Realized Losses on the Mortgage Loans in Loan Group III will be allocated to) Class LL. Notwithstanding the above, the REMIC I Regular Interests principal on the Class XP will be paid only as such amounts are payable and allocable to the Certificates with the corresponding designationsprovided in Section 4.04. The REMIC I Certificates will have the following designations, initial principal balances, balances and pass-through rates and allocations of interestrates:

REMIC Designations and Allocations. (a) The Trustee shall elect that each of REMIC I and REMIC II 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 Mortgage Loans (other than the Prepayment Charges) and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Distribution AccountProtected Accounts maintained by the Company and the Servicers, any REO Property, and any proceeds of the foregoing. foregoing and any other assets subject to this Agreement (b) REMIC I will be evidenced by (x) other than the Class I-A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-B, Class II-A, Class II-M-1, Class II-M-2, Class II-M-3 and Class II-B (the "REMIC I Regular Interests"), which are hereby designated as the "regular interests" in REMIC I and will be uncertificated and non-transferable and (y) the Class R-1 Certificate, which is hereby designated as the single "residual interest" in REMIC I (the REMIC I Regular Interests, together with the Class R-1 Certificate, the "REMIC I Certificates"Reserve Account). The REMIC I Regular Interests shall be recorded on constitute the records of REMIC I as being issued to and held by the Trustee on behalf assets of REMIC II. Principal . (b) On each Distribution Date, the Trustee shall cause the Available Funds, in the following order of priority and in accordance with the Remittance Report, to be payable to, and shortfalls, losses and prepayments are allocable to, distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) Uncertificated Accrued Interest on the Uncertificated REMIC I Regular Interests for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; and (ii) In accordance with the priority set forth in Section 6.06(c), an amount equal to the sum of the amounts are payable in respect of principal distributable on the Class X-0, Xxxxx X-0, Class A-3, Class A-5, Class A-7, Class A-9, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class PO and allocable Class R-2 Certificates under Section 6.04, as allocated thereto. (c) The amount described in Section 6.06(b)(ii) shall be deemed distributed to (i) REMIC I Regular Interest LTI-A1, (ii) REMIC I Regular Interest LTI-A2, (iii) REMIC I Regular Interest LTI-A3, (iv) REMIC I Regular Interest LTI-A5, (v) REMIC I Regular Interest LTI-A7, (vi) REMIC I Regular Interest LTI-A-9, (vii) REMIC I Regular Interest LTI-B, (viii) REMIC I Regular Interest LTI-PO and (ix) REMIC I Regular Interest LTI-R2 with the amount to be distributed allocated among such interests in accordance with the priority and amount assigned to (i) the Class A-1 Certificates, (ii) the Class A-2 Certificates, (iii) the Class A-3 Certificates, (iv) the Class A-5 Certificates, (v) the Class A-7 Certificates, (vi) the Class A-9 Certificates, (vii) the Class B Certificates, (viii) the Class PO Certificates and (ix) the Class R-2 Certificates, respectively, under Section 4.01 until the Uncertificated Principal Balance of each such interest is reduced to zero. (d) the REMIC I Regular Interest distribution amounts described in Section 4.04(a)(ii) shall be deemed distributed by REMIC I to REMIC II in accordance with the priority assigned to the REMIC II Certificates relative to that assigned to the REMIC I Certificates under Section 4.01(b). (e) In determining from time to time the REMIC I Regular Interest distribution amount for a particular REMIC I Regular Interest, Realized Losses allocated to the Certificates under Section 6.04A shall be allocated to the REMIC I Regular Interests in the same amounts and priorities as allocated to the Certificates with the corresponding designations. The numerical designation in 6.06(c) above. (f) On each Distribution Date the Trustee shall be deemed to distribute from REMIC II, in the priority set forth in Sections 6.04, to the Certificates the amounts distributable thereon, from the REMIC I Regular Interests deemed to have been received by REMIC II from REMIC I under this Section 6.06. (g) Notwithstanding the deemed distributions on the REMIC I Regular Interests described in this Section 6.06, distributions of funds from the Distribution Account shall be made only in accordance with Section 6.04. For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC I Regular Interests for any Distribution Date, the aggregate amount of any Net Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated in the same manner and extent as such amounts are allocated to the Certificates will have with the following designations, initial principal balances, pass-through rates same numerical and allocations of interest:alphabetical designation.

REMIC Designations and Allocations. (a) The Trustee shall elect that each of REMIC I and REMIC II 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Master Servicer Collection Account, the Distribution Account, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. (b) [Reserved.] (c) REMIC I will be evidenced by (x) the Class I-A-1a, Class I-A-2m1, Class I-A-3m2, Class I-M-1m3, Class I-M-2m4, Class I-M-3m5, Class I-M-4, m6 and Class I-M-5, Class I-M-6, Class I-B, Class II-A, Class II-M-1, Class II-M-2, Class II-M-3 and Class II-B m7 (the "REMIC I Regular Interests"), which are hereby designated as the "regular interests" in REMIC I and will be uncertificated and non-transferable and (y) the Class R-1 R-I Certificate, which is hereby designated as the single "residual interest" in REMIC I (the REMIC I Regular Interests, together with the Class R-1 R-I Certificate, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of REMIC I as being issued to and held by the Trustee on behalf of REMIC II. I. Principal shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC I Regular Interests as such amounts are payable and allocable to the Certificates with the corresponding designations. The REMIC I Certificates will have the following designations, initial principal balances, pass-through rates and allocations of interest:

REMIC Designations and Allocations. (a) The Trustee shall elect that each of REMIC I and REMIC II 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Master Servicer Collection Account, the Distribution Account, any REO Property, and any proceeds of the foregoing. (b) REMIC I will be evidenced by (x) the Class I-A-1a1, Class I-A-2a2, Class I-A-3m1, Class I-M-1m2, Class I-M-2m3, Class I-M-3, b and Class I-M-4, Class I-M-5, Class I-M-6, Class I-B, Class II-A, Class II-M-1, Class II-M-2, Class II-M-3 and Class II-B Q (the "REMIC I Regular Interests"), which are hereby designated as the "regular interests" in REMIC I and will be uncertificated and non-transferable and (y) the Class R-1 Certificate, which is hereby designated as the single "residual interest" in REMIC I (the REMIC I Regular Interests, together with the Class R-1 Certificate, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of REMIC I as being issued to and held by the Trustee on behalf of REMIC II. Principal shall Interest from the Mortgage Loans that is allocable to payments of principal on the Certificates (the "Turbo Amount") will not be payable to, and shortfalls, losses and prepayments are allocable to, paid directly as principal to the REMIC I Regular Interests as such amounts are Interests, but instead a portion of the interest otherwise payable and allocable with respect to the Certificates Class I-Q REMIC I Regular Interest which equals 0.01% of the Turbo Amount will be payable as a reduction of the principal balances of the Class I-a1, Class I-a2, Class I-m1, Class I-m2, Class I-m3 and Class I-b REMIC I Regular Interests in the same proportions that the Turbo Amount is allocated among the Class X-0, Xxxxx X-0, Class M-1, Class M-2, and Class B Certificates, respectively, and will be accrued and added to principal on the Class I-Q REMIC I Regular Interest. Principal payments on the Mortgage Loans held by REMIC I shall be allocated 0.01% to the Class I-a1, Class I-a2, Class I-m1, Class I-m2, Class I-m3 and Class I-b REMIC I Regular Interests. The remaining 99.99% shall be allocated to Class I-Q REMIC I Regular Interest. The aggregate amount of principal allocated to Class I-a1, Class I-a2, Class I-m1, Class I-m2, Class I-m3 and Class I-b REMIC I Regular Interests shall be apportioned among such classes in the same proportions as principal is payable with respect to the corresponding designationsClass X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3 and Class B Certificates, respectively. Notwithstanding the above, principal payments on REMIC I Regular Interests that are attributable to an Excess Overcollateralization Amount shall be allocated to the Class I-Q REMIC I Regular Interests. Cash of $50 will be deposited into REMIC I and shall be paid out on the first Distribution Date to the Class R-1 Certificate. The REMIC I Certificates will have the following designations, initial principal balances, pass-through rates and allocations of interest:: Pass- Allocation REMIC I Initial Principal Through of Certificates Balance Rate Interest ------------ ------- ---- -------- I-a1 $ 11,800.40 (1) (2),(3) I-a2 $ 8,099.70 (1) (2),(3) I-m1 $ 820.40 (1) (2),(3) I-m2 $ 654.10 (1) (2),(3) I-m3 $ 576.50 (1) (2),(3) I-b $ 221.70 (1) (2),(3) I-Q $ 221,705,834.18 (1) (2),(3) R-1 $ 50.00(4) 0%(4) --- ____________________ (1) The pass-through rate on this REMIC I Regular Interest shall at any time of determination equal the weighted average of the Net Mortgage Rates of the Mortgage Loans. However, the Pass-Through Rate due on the first Distribution Date will be a fixed rate equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans. (2) Except as provided in note (3) below, interest will be allocated among the Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3 and Class B Certificates in the same proportion as interest is payable on such Certificates. (3) Any interest with respect to these REMIC I Regular Interest -- in excess of the product of (i) 10,000 times the weighted average coupon of the Class I-a1, Class I-a2, Class I-m1, Class I-m2, Class I-m3, Class I-b and Class I-Q REMIC I Regular Interests, where each of Class I-a1, Class I-a2, Class I-m1, Class I-m2, Class I-m3 and Class I-b REMIC I Regular Interests is first subject to a cap and floor equal to the Pass-Through Rates of the Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3 and Class B Certificates, respectively, and the Class I-Q REMIC I Regular Interest is subject to a cap equal to 0%, and (ii) the principal balance of these REMIC I Regular Interests will be allocated to the Class B-IO Certificates. However, the Class B-IO Certificates shall be subordinated to the extent provided in Section 5.04. (4) On each Distribution Date, amounts, if any, remaining in REMIC I after payments of interest and principal, as designated above, will be distributed to the Class R-1 Certificate. (c) The Class X-0, Xxxx X-0, Class M-1, Class M-2, Class M-3 and Class B Certificates (exclusive of any rights such Certificates may have to receive, and payments of, Basis Risk Shortfall Carry Forward Amounts, Net WAC Rate Carryover Amounts and Yield Maintenance Amounts) and the Class B-IO Certificates (exclusive of any rights or obligations associated with these Certificates in connection with the treatment of the Holders of such Certificates as the owners, for federal income tax purposes, of the Yield Maintenance Account and the payments of Basis Risk Shortfall Carry Forward Amounts and Net WAC Rate Carryover Amounts, as described in Section 5.06(e) below) are hereby designated as "regular interests" with respect to REMIC II (the "REMIC II Regular Interests") and the Class R-2 Certificate is hereby designated as the single "residual interest" with respect to REMIC II. On each Distribution Date, amounts, if any, remaining in REMIC II after payments of interest and principal as designated herein shall be distributed to the Class R-2 Certificate. The terms of the REMIC II Regular Interests are set out in Section 6.01. Cash of $50 will be deposited into REMIC II and shall be paid out on the first Distribution Date to the Class R-2 Certificate. (d) For federal income tax purposes, each of REMIC I and REMIC II shall have a tax year that is a calendar year and shall report income on an accrual basis. (e) Payments of Basis Risk Shortfall Carry Forward Amounts, Net WAC Rate Carryover Amounts and Yield Maintenance Payments shall be deemed to be made to the holders of the Class B-IO Certificate, who will be the owners of such amounts (on a pro rata basis based upon their Percentage Interest in such Class) for federal income tax purposes. The Class B-IO Certificateholders will be considered to pay such amounts to the Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3 or Class B Certificates, as and to the extent appropriate, pursuant to a notional principal contract.

REMIC Designations and Allocations. (a) The Trustee shall elect that each of REMIC I and REMIC II 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Master Servicer Collection Account, the Distribution Account, any REO Property, and any proceeds of the foregoing. (b) REMIC I will be evidenced by (x) the Class I-A-1a, Class I-A-2m1, Class I-A-3m2, Class I-M-1, b and Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-B, Class II-A, Class II-M-1, Class II-M-2, Class II-M-3 and Class II-B Q (the "REMIC I Regular Interests"), which are hereby designated as the "regular interests" in REMIC I and will be uncertificated and non-transferable and (y) the Class R-1 Certificate, which is hereby designated as the single "residual interest" in REMIC I (the REMIC I Regular Interests, together with the Class R-1 Certificate, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of REMIC I as being issued to and held by the Trustee on behalf of REMIC II. Interest from the Mortgage Loans that is allocable to payments of principal on the Certificates (the "Turbo Amount") will not be paid directly as principal to the REMIC I Regular Interests, but instead a portion of the interest otherwise payable with respect to the Class I-Q REMIC I Regular Interest which equals 0.01% of the Turbo Amount will be payable as a reduction of the principal balances of the Class I-a, Class I-m1, Class I-m2, and Class I-b REMIC I Regular Interests in the same proportions that the Turbo Amount is allocated among the Class A, Class M-1, Class M-2, and Class B Certificates, respectively, and will be accrued and added to principal on the Class I-Q REMIC I Regular Interest. Principal payments on the Mortgage Loans held by REMIC I shall be allocated 0.01% to the Class I-a, Class I-m1, Class I-m2 and Class I-b REMIC I Regular Interests. The remaining 99.99% shall be allocated to Class I-Q REMIC I Regular Interest. The aggregate amount of principal allocated to Class I-a, Class I-m1, Class I-m2 and Class I-b REMIC I Regular Interests shall be apportioned among such classes in the same proportions as principal is payable towith respect to the Class A, Class M-1, Class M-2 and shortfallsClass B Certificates, losses respectively. Notwithstanding the above, principal payments on REMIC I Regular Interests that are attributable to an Excess Overcollateralization Amount shall be allocated to the Class I-Q REMIC I Regular Interests. Cash of $50 will be deposited into REMIC I and prepayments are allocable toshall be paid out on the first Distribution Date to the Class R-1 Certificate. Further, cash of $11,967.75 will be deposited pursuant to Section 4.04(d) in REMIC I and shall be used on the first Distribution Date to pay principal of such amount to the REMIC I Regular Interests in the same manner as such amounts principal payments on the Mortgage Loans are payable and allocable applied to pay principal on the Certificates with the corresponding designationsREMIC I Regular Interests. The REMIC I Certificates will have the following designations, initial principal balances, pass-through rates and allocations of interest:: Pass- Allocation REMIC I Initial Principal Through of Certificates Balance Rate Interest I-a $ 18,659.90 (1) (2),(3) I-m1 $ 829.50 (1) (2),(3) I-m2 $ 725.80 (1) (2),(3) I-b $ 518.50 (1) (2),(3) I-Q $ 207,316,720.61 (1) (2),(3) R-1 $ 50.00(4) 0%(4) --- (1) The pass-through rate on this REMIC I Regular Interest shall at any time of determination equal the weighted average of the Net Mortgage Rates of the Mortgage Loans. However, for purpose of calculating the Pass-Through Rate due on the first Distribution Date, the $11,967.75 of cash deposited on the Closing Date pursuant to Section 4.04(d) shall be treated as if it were a Mortgage Loan that has a 0% Net Mortgage Rate. (2) Except as provided in note (3) below, interest will be allocated among the Class A, Class M-1, Class M-2 and Class B Certificates in the same proportion as interest is payable on such Certificates. (3) Any interest with respect to these REMIC I Regular Interest -- in excess of the product of (i) 10,000 times the weighted average coupon of the Class I-a, Class I-m1, Class I-m2, Class I-b and Class I-Q REMIC I Regular Interests, where each of Class I-a, Class I-m1, Class I-m2 and Class I-b REMIC I Regular Interests is first subject to a cap and floor equal to the Pass-Through Rates of the Class A, Class M-1, Class M-2 and Class B Certificates, respectively, and the Class I-Q REMIC I Regular Interest is subject to a cap equal to 0%, and (ii) the principal balance of these REMIC I Regular Interests will be allocated to the Class B-IO Certificates. However, the Class B-IO Certificates shall be subordinated to the extent provided in Section 5.04. (4) On each Distribution Date, amounts, if any, remaining in REMIC I after payments of interest and principal, as designated above, will be distributed to the Class R-1 Certificate. (c) The Class A, Class M-1, Class M-2 and Class B Certificates (exclusive of any rights such Certificates may have to receive, and payments of, Basis Risk Shortfall Carry Forward Amounts and Yield Maintenance Amounts) and the Class B-IO Certificates (exclusive of any rights or obligations associated with these Certificates in connection with the treatment of the Holders of such Certificates as the owners, for federal income tax purposes, of the Yield Maintenance Account and the payments of Basis Risk Shortfall Carry Forward Amounts, as described in Section 5.06(e) below) are hereby designated as "regular interests" with respect to REMIC II (the "REMIC II Regular Interests") and the Class R-2 Certificate is hereby designated as the single "residual interest" with respect to REMIC II. On each Distribution Date, amounts, if any, remaining in REMIC II after payments of interest and principal as designated herein shall be distributed to the Class R-2 Certificate. The terms of the REMIC II Regular Interests are set out in Section 6.01. Cash of $50 will be deposited into REMIC II and shall be paid out on the first Distribution Date to the Class R-2 Certificate. (d) For federal income tax purposes, each of REMIC I and REMIC II shall have a tax year that is a calendar year and shall report income on an accrual basis. (e) Payments of Basis Risk Shortfall Carry Forward Amounts and payments of Yield Maintenance Payments shall be deemed to be made to the holder of the Class B-IO Certificate, who will be the owner of such amounts for federal income tax purposes. The Class B-IO Certificateholder will be considered to pay such amounts to the Class A, Class M-1, Class M-2 or Class B Certificates, as and to the extent appropriate, pursuant to a notional principal contract.

REMIC Designations and Allocations. (a) The Trustee shall elect that each of REMIC I and REMIC II 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Master Servicer Collection Account, the Distribution Account, any REO Property, and any proceeds of the foregoing. (b) REMIC I will be evidenced by (x) the Class I-A-1a1, Class I-A-2a2, Class I-A-3m1, Class I-M-1m2, Class I-M-2, b and Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-B, Class II-A, Class II-M-1, Class II-M-2, Class II-M-3 and Class II-B Q (the "REMIC I Regular Interests"), which are hereby designated as the "regular interests" in REMIC I and will be uncertificated and non-transferable and (y) the Class R-1 Certificate, which is hereby designated as the single "residual interest" in REMIC I (the REMIC I Regular Interests, together with the Class R-1 Certificate, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of REMIC I as being issued to and held by the Trustee on behalf of REMIC II. Principal shall Interest from the Mortgage Loans that is allocable to payments of principal on the Certificates (the “Turbo Amount”) will not be payable to, and shortfalls, losses and prepayments are allocable to, paid directly as principal to the REMIC I Regular Interests as such amounts are Interests, but instead a portion of the interest otherwise payable and allocable with respect to the Certificates Class I-Q REMIC I Regular Interest which equals 0.1% of the Turbo Amount will be payable as a reduction of the principal balances of the Class I-a1, Class I-a2, Class I-m1, Class I-m2 and Class I-b REMIC I Regular Interests in the same proportions that the Turbo Amount is allocated among the Class X-0, Xxxxx X-0, Class M-1, Class M-2 and Class B Certificates, respectively, and will be accrued and added to principal on the Class I-Q REMIC I Regular Interest. Principal payments on the Mortgage Loans held by REMIC I shall be allocated 0.1% to the Class I-a1, Class I-a2, Class I-m1, Class I-m2 and Class I-b REMIC I Regular Interests. The remaining 99.9% shall be allocated to Class I-Q REMIC I Regular Interest. The aggregate amount of principal allocated to Class I-a1, Class I-a2, Class I-m1, Class I-m2 and Class I-b REMIC I Regular Interests shall be apportioned among such classes in the same proportions as principal is payable with respect to the corresponding designationsClass X-0, Xxxxx X-0, Class M-1, Class M-2 and Class B Certificates, respectively. Notwithstanding the above, principal payments on REMIC I Regular Interests that are attributable to an Excess Overcollateralization Amount shall be allocated to the Class I-Q REMIC I Regular Interests. Cash of $50 will be deposited into REMIC I and shall be paid out on the first Distribution Date to the Class R-1 Certificate. The REMIC I Certificates will have the following designations, initial principal balances, pass-through rates and allocations of interest:: Pass- Allocation REMIC I Initial Principal Through of Certificates Balance Rate Interest --------------- --------- ------ ----------- I-a1 $ 161,318.70 (1) (2),(3) I-a2 $ 17,924.40 (1) (2),(3) I-m1 $ 7,736.00 (1) (2),(3) I-m2 $ 6,311.00 (1) (2),(3) I-b $ 5,191.00 (1) (2),(3) I-Q $ 203,371,920.87 (1) (2),(3) R-1 $ 50.00(4) 0%(4) --- _________________ (1) The pass-through rate on this REMIC I Regular Interest shall at any time of determination equal the weighted average of the Net Mortgage Rates of the Mortgage Loans. However, the Pass-Through Rate due on the first Distribution Date will be a fixed rate equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans. (2) Except as provided in note (3) below, interest will be allocated among the Class X-0, Xxxxx X-0, Class M-1, Class M-2 and Class B Certificates in the same proportion as interest is payable on such Certificates. (3) Any interest with respect to these REMIC I Regular Interest -- in excess of the product of (i) 1,000 times the weighted average coupon of the Class I-a1, Class I-a2, Class I-m1, Class I-m2, Class I-b and Class I-Q REMIC I Regular Interests, where each of Class I-a1, Class I-a2, Class I-m1, Class I-m2 and Class I-b REMIC I Regular Interests is first subject to a cap and floor equal to the Pass-Through Rates of the Class X-0, Xxxxx X-0, Class M-1, Class M-2 and Class B Certificates, respectively, and the Class I-Q REMIC I Regular Interest is subject to a cap equal to 0%, and (ii) the principal balance of these REMIC I Regular Interests will be allocated to the Class B-IO Certificates. In addition, an amount equal to the Initial Overcollateralization Amount shall be allocated to the Class B-IO Certificates, and will be considered distributed after accrued interest. However, the Class B-IO Certificates shall be subordinated to the extent provided in Section 5.04. (4) On each Distribution Date, amounts, if any, remaining in REMIC I after payments of interest and principal, as designated above, will be distributed to the Class R-1 Certificate. (c) The Class A-1, Class A-2, Class M-1, Class M-2 and Class B Certificates (exclusive of any rights such Certificates may have to receive, and payments of, Basis Risk Shortfall Carry Forward Amounts and Yield Maintenance Amounts) and the Class B-IO Certificates (exclusive of any rights or obligations associated with these Certificates in connection with the treatment of the Holders of such Certificates as the owners, for federal income tax purposes, of the Yield Maintenance Account and the payments of Basis Risk Shortfall Carry Forward Amounts and Yield Maintenance Payments, as described in Section 5.06(e) below) are hereby designated as "regular interests" with respect to REMIC II (the "REMIC II Regular Interests") and the Class R-2 Certificate is hereby designated as the single "residual interest" with respect to REMIC II. On each Distribution Date, amounts, if any, remaining in REMIC II after payments of interest and principal as designated herein shall be distributed to the Class R-2 Certificate. The terms of the REMIC II Regular Interests are set out in Section 6.01. Cash of $50 will be deposited into REMIC II and shall be paid out on the first Distribution Date to the Class R-2 Certificate. (d) For federal income tax purposes, each of REMIC I and REMIC II shall have a tax year that is a calendar year and shall report income on an accrual basis.

REMIC Designations and Allocations. (a) The Trustee shall elect that each of REMIC I and REMIC II 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Distribution AccountProtected Accounts maintained by the Company and the Servicers, any REO Property, Property and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. (b) On each Distribution Date, the Trustee shall cause the Group I Available Funds and the Group II Available Funds, in the following order of priority and in accordance with the Remittance Report, to be distributed by REMIC I will be evidenced by to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (xi) Uncertificated Accrued Interest on the Uncertificated REMIC I Regular Interests for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; and (ii) In accordance with the priority set forth in Section 6.06(c), an amount equal to the sum of the amounts in respect of principal distributable on the Class I-A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-BA, Class II-A, Class IIB-1, Class B-3, Class B-4, Class B-5, Class B-6, Class PO-1, Class PO-2, Class XP and Class R-M-1II Certificates under Section 6.04, as allocated thereto. (c) The amount described in Section 6.06(c)(ii) shall be deemed distributed to (i) Uncertificated REMIC I Regular Interest LTI-IA, (ii) Uncertificated REMIC I Regular Interest LTI- IIA, (iii) Uncertificated REMIC I Regular Interest LTI-B, (iv) Uncertificated REMIC I Regular Interest LTI-POI, (v) Uncertificated REMIC I Regular Interest LTI-POII and (vi) Uncertificated REMIC I Regular Interest LTI-R2 with the amount to be distributed allocated among such interests in accordance with the priority assigned to the (i) Class I-A Certificates, (ii) Class II-M-2A Certificates, (iii) Class II-M-3 B Certificates, (iv) Class PO-1 Certificates, (v) Class PO-2 Certificates and (vi) Class II-B R-2 Certificates, respectively, under Section 4.01 until the Uncertificated Principal Balance of each such interest is reduced to zero. (d) the "Uncertificated REMIC I Regular Interests"), which are hereby designated as the "regular interests" Interest distribution amounts described in Section 4.04(a)(ii) shall be deemed distributed by REMIC I and will be uncertificated and non-transferable and (y) to REMIC II in accordance with the Class R-1 Certificate, which is hereby designated as priority assigned to the single "residual interest" in REMIC I (II Certificates relative to that assigned to the REMIC I Regular Interests, together with Certificates under Section 4.01(b). (e) In determining from time to time the Class R-1 Certificate, the "Uncertificated REMIC I Certificates"). The Regular Interest distribution amount for a particular Uncertificated REMIC I Regular Interest, Realized Losses allocated to the Certificates under Section 6.04A shall be allocated to the Uncertificated REMIC I Regular Interests shall be recorded on in the records of REMIC I same amounts and priorities as being issued to and held by the Trustee on behalf of REMIC II. Principal shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC I Regular Interests as such amounts are payable and allocable allocated to the Certificates with the corresponding designationsnumerical designation in 6.06(c) above. (f) On each Distribution Date the Trustee shall be deemed to distribute from REMIC II, in the priority set forth in Sections 6.04, to the Certificates the amounts distributable thereon, from the REMIC I Regular Interests deemed to have been received by REMIC II from REMIC I under this Section 6.06. (g) Notwithstanding the deemed distributions on the Uncertificated REMIC I Regular Interests described in this Section 6.06, distributions of funds from the Distribution Account shall be made only in accordance with Section 6.04. On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period and any Prepayment Charge Payment Amounts paid by the Company during the related Prepayment Period will be distributed by REMIC I to the Holders of REMIC I Regular Interest LTI-XP. The payment of the foregoing amounts to the Holders of REMIC I Regular Interest LTI-XP shall not reduce the Uncertificated Principal Balance thereof. For purposes of calculating the amount of Uncertificated Accrued Interest for the Uncertificated REMIC I Regular Interests for any Distribution Date, the aggregate amount of any Net Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated in the same manner and extent as such amounts are allocated to the Certificates will have with the following designations, initial principal balances, pass-through rates same numerical and allocations of interest:alphabetical designation.

REMIC Designations and Allocations. (a) The Trustee shall elect that each of REMIC I and REMIC II 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Master Servicer Collection Account, the Distribution Account, any REO Property, and any proceeds of the foregoing. (b) REMIC I will be evidenced by (x) the Class I-A-1a, Class I-A-2m1, Class I-A-3m2, Class I-M-1, b and Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-B, Class II-A, Class II-M-1, Class II-M-2, Class II-M-3 and Class II-B Q (the "REMIC I Regular Interests"), which are hereby designated as the "regular interests" in REMIC I and will be uncertificated and non-transferable and (y) the Class R-1 Certificate, which is hereby designated as the single "residual interest" in REMIC I (the REMIC I Regular Interests, together with the Class R-1 Certificate, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of REMIC I as being issued to and held by the Trustee on behalf of REMIC II. Interest from the Mortgage Loans that is allocable to payments of principal on the Certificates (the "Turbo Amount") will not be paid directly as principal to the REMIC I Regular Interests, but instead a portion of the interest otherwise payable with respect to the Class I-Q REMIC I Regular Interest which equals 0.01% of the Turbo Amount will be payable as a reduction of the principal balances of the Class I-a, Class I-m1, Class I-m2, and Class I-b REMIC I Regular Interests in the same proportions that the Turbo Amount is allocated among the Class A, Class M-1, Class M-2, and Class B Certificates, respectively, and will be accrued and added to principal on the Class I-Q REMIC I Regular Interest. Principal payments on the Mortgage Loans held by REMIC I shall be allocated 0.01% to the Class I-a, Class I-m1, Class I-m2 and Class I-b REMIC I Regular Interests. The remaining 99.99% shall be allocated to Class I-Q REMIC I Regular Interest. The aggregate amount of principal allocated to Class I-a, Class I-m1, Class I-m2 and Class I-b REMIC I Regular Interests shall be apportioned among such classes in the same proportions as principal is payable towith respect to the Class A, Class M-1, Class M-2 and shortfallsClass B Certificates, losses respectively. Notwithstanding the above, principal payments on REMIC I Regular Interests that are attributable to an Excess Overcollateralization Amount shall be allocated to the Class I-Q REMIC I Regular Interests. Cash of $50 will be deposited into REMIC I and prepayments are allocable toshall be paid out on the first Distribution Date to the Class R-1 Certificate. Further, cash of $184,034.63 will be deposited pursuant to Section 5.04(d) in REMIC I and shall be used on the first Distribution Date to pay principal of such amount to the REMIC I Regular Interests in the same manner as such amounts principal payments on the Mortgage Loans are payable and allocable applied to pay principal on the Certificates with the corresponding designationsREMIC I Regular Interests. The REMIC I Certificates will have the following designations, initial principal balances, pass-through rates and allocations of interest:: Pass- Allocation REMIC I Initial Principal Through of Certificates Balance Rate Interest ------------ ----------------- -------- ------------ I-a $ 16,662.50 (1) (2),(3) I-m1 $ 844.80 (1) (2),(3) I-m2 $ 704.00 (1) (2),(3) I-b $ 563.25 (1) (2),(3) I-Q $ 187,726,933.97 (1) (2),(3) R-1 $ 50.00(4) 0%(4) --- ____________________ (1) The pass-through rate on this REMIC I Regular Interest shall at any time of determination equal the weighted average of the Net Mortgage Rates of the Mortgage Loans. However, the Pass-Through Rate due on the first Distribution Date will be a fixed rate equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans (where, for this purpose, the Mortgage Loans will include a hypothetical mortgage loan having a principal balance of $184,034.63 and a net coupon of 7.49% per annum). (2) Except as provided in note (3) below, interest will be allocated among the Class A, Class M-1, Class M-2 and Class B Certificates in the same proportion as interest is payable on such Certificates. (3) Any interest with respect to these REMIC I Regular Interest -- in excess of the product of (i) 10,000 times the weighted average coupon of the Class I-a, Class I-m1, Class I-m2, Class I-b and Class I-Q REMIC I Regular Interests, where each of Class I-a, Class I-m1, Class I-m2 and Class I-b REMIC I Regular Interests is first subject to a cap and floor equal to the Pass-Through Rates of the Class A, Class M-1, Class M-2 and Class B Certificates, respectively, and the Class I-Q REMIC I Regular Interest is subject to a cap equal to 0%, and (ii) the principal balance of these REMIC I Regular Interests will be allocated to the Class B-IO Certificates. However, the Class B-IO Certificates shall be subordinated to the extent provided in Section 5.04. (4) On each Distribution Date, amounts, if any, remaining in REMIC I after payments of interest and principal, as designated above, will be distributed to the Class R-1 Certificate.

REMIC Designations and Allocations. (a) The Trustee shall elect that each of REMIC I and REMIC II 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Master Servicer Collection Account, the Distribution Account, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. (b) [Reserved.] (c) REMIC I will be evidenced by (x) the Class I-A-1a, Class I-A-2m1, Class I-A-3m2, Class I-M-1m3, Class I-M-2m4, Class I-M-3m5, Class I-M-4, m6 and Class I-M-5, Class I-M-6, Class I-B, Class II-A, Class II-M-1, Class II-M-2, Class II-M-3 and Class II-B m7 (the "REMIC I Regular Interests"), which are hereby designated as the "regular interests" in REMIC I and will be uncertificated and non-transferable and (y) the Class R-1 R-I Certificate, which is hereby designated as the single "residual interest" in REMIC I (the REMIC I Regular Interests, together with the Class R-1 R-I Certificate, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of REMIC I as being issued to and held by the Trustee on behalf of REMIC II. I. Principal shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC I Regular Interests as such amounts are payable and allocable to the Certificates with the corresponding designations. The REMIC I Certificates will have the following designations, initial principal balances, pass-through rates and allocations of interest:: Pass- Allocation REMIC I Initial Principal Through of Certificates Balance Rate Interest ------------ ------- ---- -------- I-a1 $46,875,000 (1) (2),(3) I-a2 $15,625,000 (1) (2),(3) I-a3 $208,613,000 (1) (2),(3) I-m1 $33,977,000 (1) (2),(3) I-m2 $17,689,000 (1) (2),(3) I-m3 $ 3,853,000 (1) (2),(3) I-m4 $ 5,779,000 (1) (2),(3) I-m5 $ 3,152,000 (1) (2),(3) I-m6 $ 4,554,000 (1) (2),(3) I-m7 $10,158,000 (1) (2),(3) R-I N/A 0%(4) --- (1) The pass-through rate on this REMIC I Regular Interest shall at any time of determination equal the weighted average of the Net Rates of the Mortgage Loans. (2) Except as provided in note (3) below, interest with respect to this REMIC I Regular Interest will be allocated among the Class A-1, Class A-2, Class A-3, Xxxxx X-0, Xxxxx M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates in the same proportion as interest is payable with respect to those Certificates. (3) Any interest with respect to this REMIC I Regular Interest, in excess of the weighted average coupon of the REMIC I Regular Interests, where each of Class I-a, Class I-m1, Class I-m2, Class I-m3, Class I-m4, Class I-m5, Class I-m6 and Class I-m7 REMIC I Regular Interests is first subject to a cap and floor equal to the Pass-Through Rates of the Class A-1, Class A-2, Class A-3, Xxxxx X-0, Xxxxx M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, respectively, will be allocated to the Class B-IO Certificates. The Class B-IO Certificates shall be subordinated to the extent provided in Section 5.04. (4) On each Distribution Date, amounts, if any, remaining in REMIC I after payments of interest and principal, as designated above, will be distributed to the Class R-I Certificate. (d) Class A-1, Class A-2, Class A-3, Claxx X-0, Xxxxx M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 and Class B-IO Certificates (exclusive of any rights such Certificates may have to receive any payments of Basis Risk Carry Forward Amounts and amounts from the Yield Maintenance Account) and the Class B-IO Certificates (exclusive of any rights or obligations associated with these Certificates in connection with the treatment of the Holders of such Certificates as the owners, for federal income tax purposes, of the Yield Maintenance Account and the payments of Basis Risk Carry Forward Amounts, as described in Section 5.06(f) below), are hereby designated as "regular interests" with respect to REMIC II (the "REMIC II Regular Interests"). The terms of the REMIC I Regular Interests are set out in Section 6.01. (e) [Reserved].

REMIC Designations and Allocations. (a) The Trustee shall elect that each of REMIC I I, REMIC II and REMIC II 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Master Servicer Collection Account, the Distribution Account, the Protected Account maintained by the EMC Master Servicer, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) REMIC I will be evidenced by (x) the Class I-A-1m1, Class I-A-2m2, Class I-A-3Q, Class I-M-1, NAS1 and Class I-M-2NAS2 interests (together, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-B, Class II-A, Class II-M-1, Class II-M-2, Class II-M-3 and Class II-B (the "REMIC I Regular Interests"), which (i) will be uncertificated and non-transferable, and (ii) are hereby designated as the "regular interests" in REMIC I and will be uncertificated and non-transferable and (y) the Class R-1 Certificate, which is hereby designated as the single "residual interest" in REMIC I (the REMIC I Regular Interests, together with the Class R-1 Certificate, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of REMIC I as being issued to and held by the Trustee on behalf of REMIC II. 0.01 of the principal payments on the Mortgage Loans in Loan Group I will be paid to (and 0.01% of the Realized Losses on the Mortgage Loans in Loan Group I will be allocated to) Class I-m1; and 0.01% of the principal payments on the Mortgage Loans in Loan Group II will be paid to (and 0.01% of the Realized Losses on the Mortgage Loans in Loan Group II will be allocated to) Class I-m2. Principal shall 99.99% of the principal payments on the Mortgage Loans in Loan Group I will be payable paid to (and 99.99% of the Realized Losses on the Mortgage Loans in Loan Group I will be allocated to) Class I-Q and to Class I-NAS1, sequentially, in that order until each such class is paid in full. 99.99% of the principal payments on the Mortgage Loans in Loan Group II will be paid to (and shortfalls99.99% of the Realized Losses on the Mortgage Loans in Loan Group I will be allocated to) Class I-Q and to Class I-NAS2, losses and prepayments are allocable tosequentially, the REMIC I Regular Interests as in that order until each such amounts are payable and allocable to the Certificates with the corresponding designationsclass is paid in full. The REMIC I Certificates will have the following designations, initial principal balancesbalances and pass-through rates: Pass- REMIC I Initial Principal Through Certificates Balance Rate ------------ ------- ---- I-m1 $ 21,752.22 (1) I-m2 $ 10,272.72 (2) I-NAS1 $ 3,910.69 (3) I-NAS2 $ 36,000,000 (3) I-Q $ 323,320,415.36 (4) R-1 $ 50.00 0% (5) (1) The pass-through rate on this class of REMIC I Regular Interests shall for any Distribution Date equal the weighted average of the Net Mortgage Rates of the Mortgage Loans in Loan Group I as of the last day of the related Due Period. (2) The pass-through rate on this class of REMIC I Regular Interests shall for any Distribution Date equal the weighted average of the Net Mortgage Rates of the Mortgage Loans in Loan Group II as of the last day of the related Due Period. (3) The pass-through rate on Class I-NAS1 shall for any Distribution Date equal the weighted average of the Net Mortgage Rates of the Mortgage Loans in Loan Group I as of the last day of the related Due Period. The pass-through rate on Class I-NAS2 shall for any Distribution Date equal the weighted average of the Net Mortgage Rates of the Mortgage Loans in Loan Group II as of the last day of the related Due Period. (4) The pass-through rate on this class of REMIC I Regular Interests shall for any Distribution Date equal the weighted average of the Net Mortgage Rates of the Mortgage Loans in Loan Groups I and II as of the last day of the related Due Period. (5) On each Distribution Date, amounts, if any, remaining in REMIC I after payments of interest and principal, as designated above, will be distributed to the Class R-1 Certificate. (c) REMIC II will be evidenced by (x) the Class II-io1, Class II-io2, Class II-m1, Class II-m2, Class II-a1, Class II-a2, Class II-a3, Class II-a4,, Class II-a5, Class II-mez1, Class II-mez2, Class II-b and Class II-Q (the "REMIC II Regular Interests"), which are hereby designated as the "regular interests" in REMIC II and will be uncertificated and non-transferable and (y) the Class R-2 Certificate, which is hereby designated as the single "residual interest" in REMIC II (the REMIC II Regular Interests, together with the Class R-2 Certificate, the "REMIC II Certificates"). 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. Interest from the REMIC I Regular Interests that corresponds to interest on the Mortgage Loans that is allocable to payments of principal on the Certificates (the "Turbo Amount") will not be paid directly as principal to the REMIC II Regular Interests, but instead a portion of the interest payable with respect to the Class II-Q REMIC II Regular Interest which equals 0.01% of the Turbo Amount (and, to the extent 0.01% of the Turbo Amount exceeds the interest payable on the Class II-Q REMIC II Regular Interest, a pro rata portion of the interest payable on the Class II-m1 and Class II-m2 a REMIC II Regular Interests equal to such excess) will be payable as a reduction of the principal balances of the Class II-a1, Class II-a2, Class II-a3, Class II-a4, Class II-a5, Class II-mez1, Class II-mez2 and Class II-b REMIC II Regular Interests in the same manner in which the Turbo Amount is allocated among the Class 1-A1, Class 1-A2, Class 2-A, Class 3-A, Class 4-A, Class 5-A, Class M-1, Class M-2 and Class B Certificates, respectively (and will be accrued and added to principal on the Class II-Q, Class II-m1 and Class II-m2 REMIC II Regular Interests in the same proportion as interest payable on such REMIC II Regular Interests is used to reduce principal on other REMIC II Regular Interests as just described). Principal payments on the REMIC I Regular Interests held by REMIC II shall be allocated 99.99% to the Class II-Q, Class II-m1 and Class II-m2 REMIC II Regular Interests, and 0.01% to the Class II-a1, Class II-a2, Class II-a3, Class II-a4, Class II-a5 a, Class II-mez1, Class II-mez2, and Class II-b REMIC II Regular Interests, until paid in full. The aggregate amount of principal allocated to the Class II-a1, Class II-a2, Class II-a3, Class II-a4, Class II-a5, Class II-mez1, Class II-mez2 and Class II-b REMIC II Regular Interests shall be apportioned among such classes in the same manner as principal is payable with respect to the Class 1-A1, Class 1-A2, Class 2-A, Class 3-A, Class 4-A, Class 5-A, Class M-1, Class M-2 and Class B Certificates, respectively. The aggregate amount of principal allocated to the Class II-Q, Class II-m1 and Class II-m2 REMIC II Regular Interests shall be allocated and apportioned among such REMIC II Regular Interests first, to the Class II-m1 and Class II-m2 REMIC II Regular Interests the least amount of principal necessary which can be applied to such REMIC II Regular Interests so that the ratio of the principal balance of the Class II-m1 and Class II-m2 REMIC II Regular Interests to each other equals the respective ratios of the principal balances of the Mortgage Loans in Loan Group I and Loan Group II to each other (the "Balance Ratio"), and second, to the Class II-Q REMIC II Regular Interests. Notwithstanding the above, principal payments on REMIC I Regular Interests that are attributable to the Excess Overcollateralization Amount shall be allocated to the Class II-Q, Class II-m1 and Class II-m2 REMIC II Regular Interests (allocated first to the Class II-Q REMIC II Regular Interests until paid in full, and second to the Class II-m1 and Class II-m2, apportioned among such Interests such that the Balance Ratio is maintained, until paid in full). 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 REMIC II Initial Principal Through of Certificates Balance Rate Interest ------------ ------- ---- -------- II-m1 $ 22,779.36 (1) (3),(4) II-m2 $ 10,534.31 (1) (3),(4) II-a1 $ 11,539.20 (2) (3),(4) II-a2 $ 3,660.80 (2) (3),(4) II-a3 $ 1,145.30 (2) (3),(4) II-a4 $ 1,106.90 (2) (3),(4) II-a5 $ 2,296.40 (2) (3),(4) II-mez1 $ 1,675.90 (2) (3),(4) II-mez2 $ 1,675.90 (2) (3),(4) II-b $ 1,173.19 (2) (3),(4) II-Q $ 333,079,245.74 (2) (3),(4) II-io1 $ 22,964,000.00* (5) A-IO II-io2 $ 10,551,000.00* (5) A-IO R-2 $ 50.00(6) 0%(6) --- _______________ * Notional (1) The pass-through rate of the Class II-m1 REMIC II Regular Interest shall equal the pass-through rate on the Class I-m1 REMIC I Regular Interest; and the pass-through rate of the Class II-m2 REMIC II Regular Interest shall equal the pass-through rate on the Class I-m2 REMIC I Regular Interest. (2) The pass-through rate on this REMIC II Regular Interest shall at any time of determination equal the weighted average of the pass-through rates of the Class I-m1, Class I-m2, Class I-Q, Class I-NAS1 and allocations Class I-NAS2 Interests -- after first subtracting from the pass-through rate of the Class I-NAS Interests 8% for 30 months or, if less, the weighted average interest rate on the REMIC I Regular Interests in their respective pools at such time. (3) Except as provided in note (4) below, interest will be allocated among the REMIC III Certificates in the same proportion as interest is payable on such Certificates. (4) Any interest with respect to this REMIC II Regular Interest -- in excess of the product of (i) 10,000 times the weighted average coupon of the Class II-m1, Class II-m2, Class II-a1, Class II-a2, Class II-a3, Class II-a4, Class II-a5, Class II-mez1, Class II-mez2, Class II-b and Class II-Q Regular Interests, where each of Class II-a1, Class II-a2, Class II-a3, Class II-a4, Class II-a5, Class II-mez1, Class II-mez2 and Class II-b is first subject to a cap and floor equal to the Pass-Through Rates of the Class 1-A1, Class I-A2, Class 2-A, Class 3-A, Class 4-A, Class 5-A, Class M-1, Class M-2 and Class B Certificates, respectively, and the Class II-m1, Class II-m2, and Class II-Q REMIC II Regular Interests are each subject to a cap equal to 0%, and (ii) the principal balance of this REMIC II Regular Interest will be allocated to the Class B-IO Certificates. However, the Class B-IO Certificates shall be subordinated to the extent provided in Section 5.04. (5) The Class II-io1 regular interest that is a component on the Class A-IO Interest shall be entitled to 8% stripped from the interest on the Class II-NAS REMIC II Regular Interests for 30 months, and nothing thereafter, but not greater than the weighted average interest rate on the REMIC I Regular Interests of their respective pools at such times. (6) On each Distribution Date, amounts, if any, remaining in REMIC II after payments of interest and principal, as designated above, will be distributed to the Class R-2 Certificate. (d) The Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 2-A, Class M-1, Class M-2, Class B, each of the Components of Class A-IO and Class B-IO Certificates, are hereby designated as "regular interests" with respect to REMIC III (the "REMIC III Regular Interests") and the Class R-3 Certificate is hereby designated as the single "residual interest:" with respect to REMIC III. On each Distribution Date, amounts, if any, remaining in REMIC III after payments of interest and principal as designated herein shall be distributed to the Class R-3 Certificate. The terms of the REMIC III Regular Interests are set out in Section 6.01. (e) The initial principal balance of the Class B-IO Certificates is $832.