Common use of REMIC Designations and REMIC Distributions Clause in Contracts

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX and REMIC X 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group I, the portion of the Protected Account related to Loan Group I, any REO Property related to Loan Group I, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X. (1) On each Distribution Date, the following amounts with respect to Loan Group I, in the following order of priority, shall be distributed by REMIC I to REMIC III on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3) On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; and

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of Account, the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Collateral Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group I, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3) On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; and

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts Fund and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders Holders of each of the REMIC I Regular Interests Interest I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests interests I-1-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II I to REMIC III II on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests II-1-A through II-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; and

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX IV and REMIC X V 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of Account, the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Collateral Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class C Interest shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.V. (1) On each Distribution Date, the following amounts with respect to Loan Group I, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Group I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60I-45-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts Interest Funds and Principal Funds for Loan Group I, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60I-45-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance Balances of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Group I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3) On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC II I to REMIC III II on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1Loan Group II, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II I Regular Interests I-1II-1-A through I-60II-45-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of Interest Funds and Principal Funds for Loan Group II, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests II-1-A through II-45-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balances of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Group II Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (3) On each Distribution Date, amounts representing Prepayment Charges on the Mortgage loans shall be deemed distributed to the REMIC I Regular Interests, pro rata, provided that such amounts shall not reduce the Uncertificated Principal Balances of the REMIC I Regular Interests. (1) On each Distribution Date, the following amounts with respect to all Loan Groups, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the REMIC II Marker Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interests 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, pro rata, an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (iv) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interest IO) in an amount equal to the REMIC II Marker Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, after the distributions made pursuant to clauses (i), (ii) and (iii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates; and (v) to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, after the distributions made pursuant to clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC II Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular Interest ending with the designation “Sub”, so that the Uncertificated Principal Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current aggregate Certificate Principal Balance of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); third, to REMIC II Regular Interest XX, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and fourth, any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, 100% of the Prepayment Charges deemed distributed on the REMIC I Regular Interests shall be distributed, pro rata, to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest IO), provided that such amounts shall not reduce the Uncertificated Principal Balances of the REMIC II Regular Interests. (d) On each Distribution Date, interest shall be deemed payable from REMIC III to the holders of each REMIC III Regular Interest the ownership of which is represented by the Class A, Class M and Class B Certificates at a pass-through rate equal to the lesser of (i) the Pass-Through Rate for the Corresponding Certificate (without regard to the related Net WAC Cap Rate) and (ii) the Net WAC Cap Rate for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date, in each case on a principal balance equal to the Certificate Principal Balance of the Corresponding Certificate for such Distribution Date. For the avoidance of doubt, principal shall be payable to, and shortfalls, losses and prepayments shall be allocable to, the REMIC III Regular Interests the ownership of which is represented by the Class A, Class M and Class B Certificates as such amounts are payable and allocable to the Corresponding Certificates. (e) On each Distribution Date, an amount equal to the aggregate amount distributed pursuant to Sections 5.04(a)(4)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Distribution Amount distributable to the Class C Interest, and 100% of the Prepayment Charges deemed distributed on the REMIC II Regular Interests shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO on such date shall be deemed distributed by REMIC III to REMIC V in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC V in respect of REMIC V Regular Interest IO for deposit into the Supplemental Interest Trust.

REMIC Designations and REMIC Distributions. (a) The Securities Administrator on behalf of the Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX IV and REMIC X V 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of Master Servicer Collection Account, the Protected Account related to Loan Group IAccounts maintained by the Company and the Servicer, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I the Mortgage Loans subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class C Interest shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.V. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group IFunds, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60I-45-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60I-45-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance Balances of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to the REMIC I Regular Interest PInterests, pro rata, provided that such amounts shall not reduce the Uncertificated Principal Balance Balances of the REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereofInterests. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1Funds, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interest IO), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interest IO) in an amount equal to the remainder of the Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, 100% of the Prepayment Charges deemed distributed on the REMIC I Regular Interests shall be distributed, pro rata, to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest IO), provided that such amounts shall not reduce the Uncertificated Principal Balances of the REMIC II Regular Interests. (d) On each Distribution Date, interest shall be deemed payable from REMIC III to the holders of each REMIC III Regular Interest the ownership of which is represented by the Class A, Class M and Class B Certificates at a pass-through rate equal to the lesser of (i) the Pass-Through Rate for the Corresponding Certificate determined without regard to the related Net WAC Cap Rate and (ii) the Net WAC Cap Rate for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date, in each case on a principal balance equal to the Certificate Principal Balance of the Corresponding Certificate for such Distribution Date. For the avoidance of doubt, principal shall be payable to, and shortfalls, losses and prepayments shall be allocable to, the REMIC III Regular Interests the ownership of which is represented by the Class A, Class M and Class B Certificates as such amounts are payable and allocable to the Corresponding Certificates. (e) On each Distribution Date, an amount equal to the aggregate amount distributed pursuant to Sections 6.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Distribution Amount distributable to the Class C Interest, and 100% of the Prepayment Charges deemed distributed on the REMIC II Regular Interests shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO on such date shall be deemed distributed by REMIC III to REMIC V in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC V in respect of REMIC V Regular Interest IO for deposit into the Supplemental Interest Trust.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts Fund and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders Holders of each of the REMIC I Regular Interests Interest I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests interests I-1-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) to the Holders of REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard remaining after the distributions pursuant to the related clause (2)(ii) of the definitions thereofi), to the holders Holders of each of the REMIC II Regular Interest (other than REMIC II Regular Interests I-1-A through I-60-B, IO and P) pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the Holders of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the Holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO and P) the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the Holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the Holders of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the Holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-2 Certificates; and (iv) to the Holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest P. (d) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (e) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI to the Swap Administrator for deposit into the Swap Account.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX IV and REMIC X V 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of Account, the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Collateral Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class C Interest shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.V. (1) On each Distribution Date, the following amounts with respect to Loan Group I, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Group I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60I-45-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts Interest Funds and Principal Funds for Loan Group I, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60I-45-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance Balances of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Group I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3) On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC II I to REMIC III II on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1Loan Group II, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II I Regular Interests I-1II-1-A through I-60II-45-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of Interest Funds and Principal Funds for Loan Group II, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests II-1-A through II-45-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balances of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Group II Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (3) On each Distribution Date, amounts representing Prepayment Charges on the Mortgage loans shall be deemed distributed to the REMIC I Regular Interests, pro rata, provided that such amounts shall not reduce the Uncertificated Principal Balances of the REMIC I Regular Interests. (1) On each Distribution Date, the following amounts with respect to all Loan Groups, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the REMIC II Marker Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interests 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, pro rata, an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (iv) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interest IO) in an amount equal to the REMIC II Marker Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, after the distributions made pursuant to clauses (i), (ii) and (iii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates; and (v) to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, after the distributions made pursuant to clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC II Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular Interest ending with the designation “Sub”, so that the Uncertificated Principal Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current aggregate Certificate Principal Balance of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); third, to REMIC II Regular Interest XX, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and fourth, any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, 100% of the Prepayment Charges deemed distributed on the REMIC I Regular Interests shall be distributed, pro rata, to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest IO), provided that such amounts shall not reduce the Uncertificated Principal Balances of the REMIC II Regular Interests. (d) On each Distribution Date, interest shall be deemed payable from REMIC III to the holders of each REMIC III Regular Interest the ownership of which is represented by the Class A, Class M and Class B Certificates at a pass-through rate equal to the lesser of (i) the Pass-Through Rate for the Corresponding Certificate (without regard to the related Net WAC Cap Rate) and (ii) the Net WAC Cap Rate for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date, in each case on a principal balance equal to the Certificate Principal Balance of the Corresponding Certificate for such Distribution Date. For the avoidance of doubt, principal shall be payable to, and shortfalls, losses and prepayments shall be allocable to, the REMIC III Regular Interests the ownership of which is represented by the Class A, Class M and Class B Certificates as such amounts are payable and allocable to the Corresponding Certificates.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC IIRXXXX XX, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX IV and REMIC X V 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccounts, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, the Class A-1/A-2/A-3 Net WAC Reserve Account, and any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration AgreementAmounts). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class C Interest shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.V. (1b) On each Distribution Date, the following amounts with respect to Loan Group IInterest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B (other than REMIC I Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60-B(other than REMIC I Regular Interest P), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount, and such amount will be payable to the holders of each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is the Corresponding Interest, allocated in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for such Corresponding Interests, provided, however, that solely for purposes of allocating such amount to such REMIC I Regular Interests, any Extra Principal Distribution Amounts allocable to the Class A-2 Certificates and Class A-3 Certificates shall be deemed to be allocated to the Class A-1 Certificates, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) to from the extent remainder of amounts remaining the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder to the holders of REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denominationInterest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the holders of each REMIC I Regular Interest for which a REMIC II Regular Interest (other than REMIC I Regular Interest P) is the Corresponding Interest, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for such Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, provided, however, that solely for purposes of allocating such principal payments to such REMIC I Regular Interests, any principal payments allocable to the Class A-2 Certificates and Class A-3 Certificates shall be deemed to be allocated to the Class A-1 Certificates, and second, to the holders of REMIC I Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iiiC) any remaining amount to the Holders of the Class I-R-1 Certificates. (2c) On each Distribution Date, all amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3d) On each Distribution Date, the following amounts with respect to Loan Group IIInterest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the (other than REMIC II Group II Regular Interests Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rata(other than REMIC II Regular Interest P), in an amount equal the same manner and priority as paid to (A) the Corresponding Certificates and, in the case of REMIC II Regular Interest C, as paid to the Class C Interest, the Uncertificated Accrued Interest for such (or, in the case of REMIC II Group I Regular Interests Interest C, the REMIC II Regular Interest C Distribution Amount) for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; and (ii) to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest P), in an amount equal to the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated in the same manner and priority as paid to the Corresponding Certificates, until the Uncertificated Principal Balances thereof have been reduced to zero, provided, however, that solely for purposes of allocating such principal payments to such REMIC II Regular Interests, any principal payments allocable to the Class A-2 Certificates and Class A-3 Certificates shall be deemed to be allocated to the Class A-1 Certificates, and any remaining amount to the Holders of the Class R-2 Certificates. (e) On each Distribution Date, all amounts representing Prepayment Charges distributed in respect of REMIC I Regular Interest P shall be deemed to be distributed in respect of REMIC II Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC II Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC II Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (f) On each Distribution Date, for federal income tax purposes, (1) (i) the Regular Interest the ownership of which is represented by the Class A-1 Certificates shall be deemed to receive (x) accrued interest at the related Uncertificated REMIC III Pass-Through Rate on an amount equal to the then current Certificate Principal Balance of the Class A-1 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, (ii) the Regular Interest the ownership of which is represented by the Class A-2 Certificates shall be deemed to receive (x) accrued interest at the related Uncertificated REMIC III Pass-Through Rate on the Uncertificated Notional Amount for such Regular Interest for such Distribution Date, and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, and (iii) the Regular Interest the ownership of which is represented by the Class A-3 Certificates shall be deemed to receive (x) accrued interest at the related Uncertificated REMIC III Pass-Through Rate on an amount equal to the then current Certificate Principal Balance of the Class A-3 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, and (2) amounts distributable in reduction of the Certificate Principal Balances of the Class A-1, Class A-2 and Class A-3 Certificates shall be deemed distributed to the Regular Interest the ownership of which is represented by such Certificates in reduction of the related principal balance thereof. Any amounts received on each Distribution Date by Holders of the Class A Certificates at a rate equal to the related Pass-Through Rate which is in excess of, or less than, the amounts specified above in the related clause (x) for the Regular Interests the ownership of which is represented by such Certificates shall be treated in accordance with the provisions relating to Class A-1/A-2 Net WAC Pass-Through Amounts and/or Class A-3/A-2 Net WAC Pass-Through Amounts, as applicable, in Section 6.10. (g) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 6.04(a)(3)(C), (D) and (F) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Distribution Amount distributable to the Class C Interest. (h) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest.

REMIC Designations and REMIC Distributions. (a) The Securities Administrator on behalf of the Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of Master Servicer Collection Account, the Protected Account related to Loan Group IAccounts, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Yield Maintenance Agreement, the Derivative Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Derivative Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interest I-Non-Swap and REMIC I Regular Interests I-1I-7-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of REMIC I Regular Interest I-Non-Swap and each of the REMIC I Regular Interests I-1I-7-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: first, to REMIC I Regular Interest I-Non-Swap, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero, and second, to REMIC I Regular Interests I-1I-7-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) to the holders of REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard remaining after the distributions pursuant to the related clause (2)(ii) of the definitions thereofi), to the holders of each of the REMIC II Regular Interest (other than REMIC II Regular Interests I-1-A through I-60-BIO and P), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the Holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO and P) the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-2 Certificates; and (iv) to the holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest P. (d) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 6.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (e) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI to the Derivative Administrator for deposit into the Derivative Account.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3) On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; and

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Yield Maintenance Agreement, the Derivative Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Derivative Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interest I-Non-Swap and REMIC I Regular Interests I-1I-8-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of REMIC I Regular Interest I-Non-Swap and each of the REMIC I Regular Interests I-1I-8-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: first, to REMIC I Regular Interest I-Non-Swap, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero, and second, to REMIC I Regular Interests I-1I-8-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) to the holders of REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard remaining after the distributions pursuant to the related clause (2)(ii) of the definitions thereofi), to the holders of each of the REMIC II Regular Interest (other than REMIC II Regular Interests I-1-A through I-60-B, IO and P) pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO and P) the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-2 Certificates; and (iv) to the holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest P. (d) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (e) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI to the Supplemental Interest Trust.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX I and REMIC X 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. . (i) The assets of REMIC I shall include consist of: (A) each Mortgage Loan and the Group I related Mortgage Loans Files and collateral securing the Mortgage Loans; (B) all interest owing in respect of payments on and principal due thereon, the portion of the Distribution Account related to Loan Group I, the portion of the Protected Account related to Loan Group I, any REO Property related to Loan Group I, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations collections in respect of the Swap Administration Mortgage Loans due after the Cut-off Date as shall be on deposit in the Certificate Account or in the Distribution Account and identified as belonging to the Trust Fund; (C) any REO Property; (D) any Insurance Policy relating to the Mortgage Loans and (E) all proceeds of clauses (A) through (D) above, and shall not include the Yield Maintenance Agreement). , any proceeds thereof or the Capitalized Interest Account. (ii) The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion consist of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.any proceeds thereof. (1c) On each Distribution Date, the following amounts with respect Trustee shall cause the REMIC I Distribution Amount to Loan Group I, in the following order of priority, shall be distributed by REMIC I to REMIC III on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3) On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class IIA-R-1 CertificatesR Certificates in respect of Component I thereof, as the case may be:, in the amounts and with the priorities set forth in the definition of REMIC I Distribution Amount. (id) (A) from Interest Funds and Principal Funds for Subgroup II-1On each Distribution Date, in each case, determined without regard the Trustee shall be deemed to the related clause (2)(ii) of the definitions thereof, distribute to Certificateholders as the holders of each of the REMIC II Regular Interests I-1-A through I-60-BInterests, pro ratathe REMIC II Distribution Amount, in an amount equal to (A) the Uncertificated Accrued Interest for such amounts and with the priorities set forth in the definition of REMIC II Group I Regular Interests for such Distribution DateAmount. (e) Notwithstanding the deemed distributions described in this Section 4.07, plus (B) any amounts payable distributions of funds from the Distribution Account shall be made only in respect thereof remaining unpaid from previous Distribution Dates; andaccordance with Section 4.02.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts the Pre-Funding Account, the Interest Coverage Account and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group I, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests Interest I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests interests I-1-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and. (iii2) any remaining amount On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of REMIC I Regular Interests II-1-A through II-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) to the holders of each REMIC I Regular Interest II-1-A through II-60-B, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (2ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular (3) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) to the holders of REMIC II Regular Interest IO, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the REMIC II Marker Allocation Percentage of the Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard remaining after the distributions pursuant to the related clause (2)(ii) of the definitions thereofi), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interests IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and P) pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of REMIC II Regular Interest I-A-1, REMIC II Regular Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular Interest II-A-1, REMIC II Regular Interest II-A-2, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds remaining after the distribution pursuant to clause (i), to the holders of REMIC II Regular Interests I-1Interest 1-A through I-60Sub, REMIC II Regular Interest 1-BGrp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (iv) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and P) in an amount equal to the REMIC II Marker Allocation Percentage of the remainder of the Interest Funds and Principal Funds for both Loan Groups for such Distribution Date after the distributions made pursuant to clauses (i), (ii) and (iii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of REMIC II Regular Interest I A-1, REMIC II Regular Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular Interest II-A-1, REMIC II Regular Interest II-A-2, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-2 Certificates; (v) to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage of the remainder of the Interest Funds and Principal Funds for both Loan Groups for such Distribution Date after the distributions made pursuant to clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC II Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular Interest ending with the designation “Sub,” so that the Uncertificated Principal Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balances of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); and third, any remaining amount to REMIC II Regular Interest XX; and (vi) to the holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest P. (d) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(4)(D), (F) and (I) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest.

REMIC Designations and REMIC Distributions. (a) The Securities Administrator on behalf of the Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Yield Maintenance Agreement, the Derivative Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Derivative Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interest I-Non-Swap and REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of REMIC I Regular Interest I-Non-Swap and each of the REMIC I Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; and (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: first, to REMIC I Regular Interest I-Non-Swap, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero, and second, to REMIC I Regular Interests I-1-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3) On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; and

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Yield Maintenance Agreement, the Derivative Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Derivative Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interest I-Non-Swap and REMIC I Regular Interests I-1I-8-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of REMIC I Regular Interest I-Non-Swap and each of the REMIC I Regular Interests I-1I-8-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: first, to REMIC I Regular Interest I-Non-Swap, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero, and second, to REMIC I Regular Interests I-1I-8-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) to the holders of REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard remaining after the distributions pursuant to the related clause (2)(ii) of the definitions thereofi), to the holders of each of the REMIC II Regular Interest (other than REMIC II Regular Interests I-1-A through I-60-B, IO and P) pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO and P) the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-2 Certificates; and (iv) to the holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest P. (d) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (e) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI to the Supplemental Interest Trust.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of Account, the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Collateral Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group IFunds, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60-B, in a pro ratarata basis, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts Interest Funds and Principal Funds, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated on a pro rata basis between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the (other than REMIC II Group II Regular Interests Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1Funds, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rataInterest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of Interest Funds and Principal Funds, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interests IO and P), on a pro rata basis, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO and P) in an amount equal to the remainder of Interest Funds and Principal Funds, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero, and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Mortgage loans deemed distributed in respect of REMIC I Regular Interest P shall be deemed to be distributed to REMIC II Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC II Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, an amount equal to $100 deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof shall be deemed to be distributed to REMIC II Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (d) On each Distribution Date, interest shall be deemed payable from REMIC III to the holders of each REMIC III Regular Interest the ownership of which is represented by the Class A Certificates and Class M Certificates at a pass-through rate equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for the Corresponding Certificate and (ii) the Net Rate Cap for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date, in each case on a principal balance equal to the Certificate Principal Balance of the Corresponding Certificate for such Distribution Date. For the avoidance of doubt, principal shall be payable to, and shortfalls, losses and prepayments shall be allocable to, the REMIC III Regular Interests the ownership of which is represented by the Class A Certificates and Class M Certificates as such amounts are payable and allocable to the Corresponding Certificates.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX II and REMIC X 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of Master Servicer Collection Account, the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1b) On each Distribution Date, the following amounts with respect Securities Administrator shall cause the REMIC I Distribution Amount to Loan Group I, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) amounts and with the priorities set forth in the definition of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution DatesAmount. (ii) to the extent of amounts remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3c) On each Distribution Date, the following amounts with respect Securities Administrator shall cause the REMIC II Distribution Amount to Loan Group II, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders holders of the Class II-R-1 R-2 Certificates, as the case may be:, in the amounts and with the priorities set forth in the definition of REMIC II Distribution Amount. (id) (A) from Interest Funds Notwithstanding the deemed distributions on the REMIC I Regular Interests and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-Bdescribed in Section 6.03 and this Section 6.06, pro rata, distributions of funds from the Distribution Account shall be made only in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; andaccordance with Section 6.04.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX IV and REMIC X V 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class C Interest shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.V. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group IFunds, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60I-45-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60I-45-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance Balances of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to the REMIC I Regular Interest PInterests, pro rata, provided that such amounts shall not reduce the Uncertificated Principal Balance Balances of the REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereofInterests. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1Funds, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interest IO), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interest IO) in an amount equal to the remainder of the Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, 100% of the Prepayment Charges deemed distributed on the REMIC I Regular Interests shall be distributed, pro rata, to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest IO), provided that such amounts shall not reduce the Uncertificated Principal Balances of the REMIC II Regular Interests. (d) On each Distribution Date, interest shall be deemed payable from REMIC III to the holders of each REMIC III Regular Interest the ownership of which is represented by the Class A, Class M and Class B Certificates at a pass-through rate equal to the least of (i) the One-Month LIBOR Pass-Through Rate for the Corresponding Certificate (without regard to the related Net WAC Cap Rate) and (ii) the Net WAC Cap Rate for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date, in each case on a principal balance equal to the Certificate Principal Balance of the Corresponding Certificate for such Distribution Date. For the avoidance of doubt, principal shall be payable to, and shortfalls, losses and prepayments shall be allocable to, the REMIC III Regular Interests the ownership of which is represented by the Class A, Class M and Class B Certificates as such amounts are payable and allocable to the Corresponding Certificates. (e) On each Distribution Date, an amount equal to the aggregate amount distributed pursuant to Sections 5.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Distribution Amount distributable to the Class C Interest, and 100% of the Prepayment Charges deemed distributed on the REMIC II Regular Interests shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Interest. (f) On each Distribution Date, 100% of the amount deemed distributed on REMIC II Regular Interest IO on such date shall be deemed distributed by REMIC III to REMIC V in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC V in respect of REMIC V Regular Interest IO and deposited in the Supplemental Interest Trust.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX IV and REMIC X V 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class C Interest shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.V. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group IFunds, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60I-45-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60I-45-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance Balances of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to the REMIC I Regular Interest PInterests, pro rata, provided that such amounts shall not reduce the Uncertificated Principal Balance Balances of the REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereofInterests. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1Funds, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interest IO), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interest IO) in an amount equal to the remainder of the Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, 100% of the Prepayment Charges deemed distributed on the REMIC I Regular Interests shall be distributed, pro rata, to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest IO), provided that such amounts shall not reduce the Uncertificated Principal Balances of the REMIC II Regular Interests. (d) On each Distribution Date, interest shall be deemed payable from REMIC III to the holders of each REMIC III Regular Interest the ownership of which is represented by the Class A, Class M and Class B Certificates at a pass-through rate equal to the lesser of (i) the Pass-Through Rate for the Corresponding Certificate (without regard to the related Net WAC Cap Rate) and (ii) the Net WAC Cap Rate for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date, in each case on a principal balance equal to the Certificate Principal Balance of the Corresponding Certificate for such Distribution Date. For the avoidance of doubt, principal shall be payable to, and shortfalls, losses and prepayments shall be allocable to, the REMIC III Regular Interests the ownership of which is represented by the Class A, Class M and Class B Certificates as such amounts are payable and allocable to the Corresponding Certificates.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders Holders of each of the REMIC I Regular Interests Interest I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests interests I-1-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and. (iii2) any remaining amount On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of REMIC I Regular Interests II-1-A through II-60-B or withdrawn from the Distribution Account and distributed to the holders of the Class R-1 Certificates, as the case may be: (i) to the Holders of the Class Ieach REMIC I Regular Interest II-1-R-1 CertificatesA through II-60-B, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (2ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular interests II-1-A through II-60-B starting with the lowest numerical denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests. (3) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of REMIC I Regular Interests III-1-A through III-60-B or withdrawn from the Distribution Account and distributed to the holders of the Class R-1 Certificates, as the case may be: (i) to the Holders of each REMIC I Regular Interest III-1-A through II-60-B, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular interests III-1-A through III-60-B starting with the lowest numerical denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests. (4) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) to the Holders of REMIC II Regular Interest IO, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard previous Distribution Dates. (ii) to the related clause (2)(ii) of the definitions thereof, to the holders of each extent of the REMIC II Marker Allocation Percentage of the Interest Funds remaining after the distributions pursuant to clause (i), to the Holders of each REMIC II Regular Interest (other than REMIC II Regular Interests I-1IO, 1A, 1B, 2A, 2B, 3A, 3B, XX and P) pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the Holders of REMIC II Regular Interest I-A through I-60A-1, REMIC II Regular Interest I-BA-2, REMIC II Regular Interest I-A-3, REMIC II Regular Interest II-A-1, REMIC II Regular Interest II-A-2, REMIC II Regular Interest III-A-1, REMIC II Regular Interest III-A-2, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds remaining after the distribution pursuant to clause (i), to the Holders of REMIC II Regular Interest 1A, REMIC II Regular Interest 1B, REMIC II Regular Interest 2A, REMIC II Regular Interest 2B, REMIC II Regular Interest 3A, REMIC II Regular Interest 3B and REMIC II Regular Interest XX, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any 130 amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (iv) to the Holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO, 1A, 1B, 2A, 2B, 3A, 3B XX and P) in an amount equal to the REMIC II Marker Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups for such Distribution Date after the distributions made pursuant to clauses (i), (ii) and (iii) above, allocated as follows: (A) 98% of such remainder to the Holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the Holders of REMIC II Regular Interest I-A-1, REMIC II Regular Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular Interest II-A-1, REMIC II Regular Interest II-A-2, REMIC II Regular Interest III-A-1, REMIC II Regular Interest III-A-2, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; andand second, to the Holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-2 Certificates; (v) to the Holders of REMIC II Regular Interest 1A, REMIC II Regular Interest 1B, REMIC II Regular Interest 2A, REMIC II Regular Interest 2B, REMIC II Regular Interest 3A, REMIC II Regular Interest 3B and REMIC II Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups for such Distribution Date after the distributions made pursuant to clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC II Regular Interest ending with the designation "B" equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balance of the Class A Certificate related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC II Regular Interest XX. (vi) to the Holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest P. (d) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(4)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX IV and REMIC X V 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of Account, the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Collateral Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class C Interest shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.V. (1) On each Distribution Date, the following amounts with respect to Loan Group I, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Group I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60I-45-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts Interest Funds and Principal Funds for Loan Group I, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60I-45-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance Balances of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Group I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3) On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC II I to REMIC III II on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1Loan Group II, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II I Regular Interests I-1II-1-A through I-60II-45-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of Interest Funds and Principal Funds for Loan Group II, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests II-1-A through II-45-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balances of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Group II Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (3) On each Distribution Date, amounts representing Prepayment Charges on the Mortgage loans shall be deemed distributed to the REMIC I Regular Interests, pro rata, provided that such amounts shall not reduce the Uncertificated Principal Balances of the REMIC I Regular Interests. (1) On each Distribution Date, the following amounts with respect to all Loan Groups, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the REMIC II Marker Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interest 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, pro rata, an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (iv) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interest IO) in an amount equal to the REMIC II Marker Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, for such Distribution Date after the distributions made pursuant to clauses (i), (ii) and (iii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates. (v) to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, after the distributions made pursuant to clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC II Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular Interest ending with the designation “Sub”, so that the Uncertificated Principal Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current aggregate Certificate Principal Balance of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); third, to REMIC II Regular Interest XX, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and fourth, any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, 100% of the Prepayment Charges deemed distributed on the REMIC I Regular Interests shall be distributed, pro rata, to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest IO), provided that such amounts shall not reduce the Uncertificated Principal Balances of the REMIC II Regular Interests. (d) On each Distribution Date, interest shall be deemed payable from REMIC III to the holders of each REMIC III Regular Interest the ownership of which is represented by the Class A, Class M and Class B Certificates at a pass-through rate equal to the lesser of (i) the Pass-Through Rate for the Corresponding Certificate (without regard to the related Net WAC Cap Rate) and (ii) the Net WAC Cap Rate for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date, in each case on a principal balance equal to the Certificate Principal Balance of the Corresponding Certificate for such Distribution Date. For the avoidance of doubt, principal shall be payable to, and shortfalls, losses and prepayments shall be allocable to, the REMIC III Regular Interests the ownership of which is represented by the Class A, Class M and Class B Certificates as such amounts are payable and allocable to the Corresponding Certificates. (e) On each Distribution Date, an amount equal to the aggregate amount distributed pursuant to Sections 5.04(a)(4)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Distribution Amount distributable to the Class C Interest, and 100% of the Prepayment Charges deemed distributed on the REMIC II Regular Interests shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO on such date shall be deemed distributed by REMIC III to REMIC V in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC V in respect of REMIC V Regular Interest IO for deposit into the Supplemental Interest Trust.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts Fund and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests Interest I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests interests I-1-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) to the holders of REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard remaining after the distributions pursuant to the related clause (2)(ii) of the definitions thereofi), to the holders of each of the REMIC II Regular Interest (other than REMIC II Regular Interests I-1-A through I-60-B, IO and P) pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO and P) the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8 in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-2 Certificates; and (iv) to the holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest P. (d) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (e) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI to the Swap Administrator for deposit into the Swap Account.

REMIC Designations and REMIC Distributions. (a) The Securities Administrator on behalf of the Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Yield Maintenance Agreement, the Derivative Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Derivative Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interest I-Non-Swap and REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of REMIC I Regular Interest I-Non-Swap and each of the REMIC I Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; and (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: first, to REMIC I Regular Interest I-Non-Swap, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero, and second, to REMIC I Regular Interests I-1-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) to the holders of REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard remaining after the distributions pursuant to the related clause (2)(ii) of the definitions thereofi), to the holders of each of the REMIC II Regular Interest (other than REMIC II Regular Interests I-1-A through I-60-BIO and P), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO and P) the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-2 Certificates; and (iv) to the holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest P. (d) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 6.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (e) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI to the Derivative Administrator for deposit into the Derivative Account.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of Account, the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Collateral Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group I, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60-B, on a pro ratarata basis, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Group I Regular Interests with the same numerical denomination, such payments of principal shall be allocated on a pro rata basis between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of REMIC I Regular Interests II-1-A through II-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group II, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC I Regular Interests II-1-A through II-60-B, on a pro rata basis, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of Interest Funds and Principal Funds for Loan Group II, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests II-1-A through II-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Group II Regular Interests with the same numerical denomination, such payments of principal shall be allocated on a pro rata basis between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (3) On each Distribution Date, the following amounts with respect to Loan Group III, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of REMIC I Regular Interests III-1-A through III-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group III, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC I Regular Interests III-1-A through III-60-B, on a pro rata basis, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of Interest Funds and Principal Funds for Loan Group III, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests III-1-A through III-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Group III Regular Interests with the same numerical denomination, such payments of principal shall be allocated on a pro rata basis between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (4) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the (other than REMIC II Group II Regular Interests Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1all Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rataInterest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the REMIC II Marker Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interests IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp, 3-Sub, 3-Grp, XX and P), on a pro rata basis, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp, REMIC II Regular Interest 3-Sub, REMIC II Regular Interest 3-Grp and REMIC II Regular Interest XX, on a pro rata basis, an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (iv) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp, 3-Sub, 3-Grp, XX and P) in an amount equal to the REMIC II Marker Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, after the distributions made pursuant to clauses (i), (ii) and (iii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero, and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates; (v) to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp, REMIC II Regular Interest 3-Sub, REMIC II Regular Interest 3-Grp and REMIC II Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, after the distributions made pursuant to clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC II Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular Interest ending with the designation “Sub”, so that the Uncertificated Principal Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current aggregate Certificate Principal Balance of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); third, to REMIC II Regular Interest XX, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and fourth, any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Mortgage loans deemed distributed in respect of REMIC I Regular Interest P shall be deemed to be distributed to REMIC II Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC II Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, an amount equal to $100 deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof shall be deemed to be distributed to REMIC II Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (d) On each Distribution Date, interest shall be deemed payable from REMIC III to the holders of each REMIC III Regular Interest the ownership of which is represented by the Class A Certificates and Class M Certificates at a pass-through rate equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for the Corresponding Certificate and (ii) the Net Rate Cap for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date, in each case on a principal balance equal to the Certificate Principal Balance of the Corresponding Certificate for such Distribution Date. For the avoidance of doubt, principal shall be payable to, and shortfalls, losses and prepayments shall be allocable to, the REMIC III Regular Interests the ownership of which is represented by the Class A Certificates and Class M Certificates as such amounts are payable and allocable to the Corresponding Certificates.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX III and REMIC X IV 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IVII. The Class I-CE Interest shall constitute the assets of REMIC V. The III and the Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.IV. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) Holders of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1Interest AA, REMIC Regular Interest I-A through I-60A-1, REMIC I Regular Interest I-BA-2, pro rataREMIC I Regular Interest II-A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular Interest M-6, REMIC I Regular Interest M-7, REMIC I Regular Interest M-8A, REMIC I Regular Interest M-8B and REMIC I Regular Interest ZZ, PRO RATA, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interests Interest ZZ shall be reduced when the REMIC I Overcollateralization Amount is less than the REMIC I Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount and such amount will be payable to the Holders of REMIC I Regular Interest I-A-1, REMIC I Regular Interest I-A-2, REMIC I Regular Interest II-A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular Interest M-6, REMIC I Regular Interest M-7, REMIC I Regular Interest M-8A and REMIC I Regular Interest M-8B in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) to Holders of REMIC I Regular Interest 1A, REMIC I Regular Interest 1B, REMIC I Regular Interest 2A, REMIC I Regular Interest 2B and REMIC I Regular Interest XX, pro rata, an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (iiiii) to the extent Holders of amounts remaining REMIC I Regular Interests, in an amount equal to the remainder of the REMIC I Marker Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups for such Distribution Date after the distribution distributions made pursuant to clause (i) above, allocated as follows: (A) 98% of such remainder to the Holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the Holders of REMIC I Regular Interest I-A-1, REMIC I Regular Interest I-A-2, REMIC I Regular Interest II-A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular Interest M-6, REMIC I Regular Interest M-7, REMIC I Regular Interest M-8A and REMIC I Regular Interest M-8B, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC I Regular Interests I-1-A through I-60-Bare reduced to zero; and second, starting to the Holders of REMIC I Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-1 Certificates; (iv) to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the REMIC I Sub WAC Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups for such Distribution Date after the distributions made pursuant to clause (ii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the lowest numerical denominationdesignation "B" equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, until to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced equal to zero; provided that0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balance of the Class A Certificate related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, for the least amount of principal shall be distributed to such REMIC I Regular Interests with such that the same numerical denominationREMIC I Subordinated Balance Ratio is maintained); and third, such payments of any remaining principal shall be allocated pro rata between such to REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 CertificatesInterest XX. (2c) On each Distribution Date, all amounts representing Prepayment Charges on deemed distributed in respect of the Group I Mortgage loans Class P Interest shall be deemed distributed to in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3d) On each Distribution Date, an amount equal to the following amounts with respect distributed pursuant to Loan Group IISections 5.04(a)(4)(C), in the following order of priority, (D) and (F) on such date shall be deemed distributed from REMIC II to REMIC III in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (e) On each Distribution Date, 100% of the amounts deemed distributed on REMIC I Regular Interest P shall be deemed distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders IV in respect of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; andP Interest.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX III and REMIC X IV 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IVII. The Class I-CE Interest shall constitute the assets of REMIC V. The III and the Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.IV. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) Holders of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1Interest AA, REMIC Regular Interest I-A through I-60A-1, REMIC I Regular Interest I-BA-2, Regular Interest I-A-3, REMIC I Regular Interest II-A, Regular Interest III-A-1, Regular Interest III-A-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular Interest M-6, REMIC I Regular Interest M-7A, REMIC I Regular Interest M-7B and REMIC I Regular Interest ZZ, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent . Amounts payable as Uncertificated Accrued Interest in respect of amounts remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is ZZ shall be reduced to zero; provided that, for when the REMIC I Regular Interests with Overcollateralization Amount is less than the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and Required Overcollateralization Amount, by the lesser of (iiix) any remaining the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount and such amount will be payable to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest PI-A-1, provided that such amounts shall not reduce REMIC I Regular Interest I-A-2, REMIC I Regular Interest I-A-3, REMIC I Regular Interest II-A, REMIC I Regular Interest III-A-1, REMIC I Regular Interest III-A-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular Interest M-6, REMIC I Regular Interest M-7A and REMIC I Regular Interest M-7B in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates and the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 ZZ shall be deemed distributed in respect increased by such amount; (ii) to Holders of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3) On each Distribution Date1A, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests Interest 1B, REMIC I Regular Interest 2A, REMIC I Regular Interest 2B, REMIC I Regular Interest 3A, REMIC I Regular Interest 3B and the REMIC II Group II I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-BXX, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (iii) to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the REMIC I Marker Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (A) 98% of such remainder to the Holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the Holders of REMIC I Regular Interest I-A-1, REMIC I Regular Interest I-A-2, REMIC I Regular Interest I-A-3, REMIC I Regular Interest II-A, REMIC I Regular Interest III-A-1, REMIC I Regular Interest III-A-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular Interest M-6, REMIC I Regular Interest M-7A and REMIC I Regular Interest M-7B, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; andand second, to the Holders of REMIC I Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-1 Certificates; (iv) to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the REMIC I Sub WAC Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups for such Distribution Date after the distributions made pursuant to clause (ii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation "B" equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balance of the Class A Certificate related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC I Regular Interest XX.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccounts, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, the Class A-1/A-2/A-3/A-4/A-5 Net WAC Reserve Account and any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration AgreementAmounts). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV. The Class I-CE C Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1b) On each Distribution Date, the following amounts with respect to Loan Group IInterest Funds and Principal Funds, in the following order of priority, shall be deemed to be distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B (other than REMIC I Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60-B(other than REMIC I Regular Interest P), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount, and such amount will be payable to the holders of each REMIC I Regular Interest for which a REMIC II Regular Interest is the Corresponding Interest, allocated in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Interests for each such REMIC I Regular Interest, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) to from the extent remainder of amounts remaining the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder to the holders of REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denominationInterest AA, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; provided thatand (B) 2.00% of such remainder, first, to the holders of each REMIC I Regular Interest for which a REMIC II Regular Interest is the Corresponding Interest, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding Interests for each such REMIC I Regular Interest, until the Uncertificated Principal Balances of such REMIC I Regular Interests with are reduced to zero, and second, to the same numerical denominationholders of REMIC I Regular Interest ZZ, such payments until the Uncertificated Principal Balance of principal shall be allocated pro rata between such REMIC I Regular InterestsInterest is reduced to zero; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2c) On each Distribution Date, all amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed to be distributed to in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed to be distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3d) On each Distribution Date, the following amounts with respect to Loan Group IIInterest Funds and Principal Funds, in the following order of priority, shall be deemed to be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the (other than REMIC II Group II Regular Interests Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rata(other than REMIC II Regular Interest P), in an amount equal the same manner and priority as paid to (A) the Corresponding Interests for each such REMIC II Regular Interest, the Uncertificated Accrued Interest for such (or, in the case of REMIC II Group I Regular Interests Interest C, the REMIC II Regular Interest C Distribution Amount) for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; and (ii) to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest P), in an amount equal to the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated in the same manner and priority as paid to the Corresponding Interests for each such REMIC II Regular Interest, until the Uncertificated Principal Balances thereof have been reduced to zero, provided, however, that solely for purposes of allocating such principal payments to such REMIC II Regular Interests, any principal payments allocable to REMIC III Regular Interests A-2, A-3 and A-4 shall be deemed to be allocated to REMIC III Regular Interest A-1; and (iii) any remaining amount to the Holders of the Class R-2 Certificates. (e) On each Distribution Date, all amounts representing Prepayment Charges distributed in respect of REMIC I Regular Interest P shall be deemed to be distributed in respect of REMIC II Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC II Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 shall be deemed to be distributed in respect of REMIC II Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (f) On each Distribution Date, the Interest Funds and Principal Funds, in the following order of priority, shall be deemed to be distributed by REMIC III to REMIC IV on account of the REMIC III Regular Interests (other than REMIC III Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class R-3 Certificates, as the case may be: (i) to the holders of the REMIC III Regular Interests (other than REMIC III Regular Interest P), in the same manner and priority as paid to the Corresponding Certificates for each such REMIC III Regular Interest, and, in the case of REMIC III Regular Interest C, as paid to the Class C Interest, the Uncertificated Accrued Interest (or, in the case of REMIC III Regular Interest C, the REMIC III Regular Interest C Distribution Amount) for such Distribution Date, plus any amounts in respect thereof remaining unpaid from previous Distribution Dates; and (ii) to the holders of the REMIC III Regular Interests (other than REMIC III Regular Interest P), in an amount equal to the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated in the same manner and priority as paid to the Corresponding Certificates for each such REMIC III Regular Interest, until the Uncertificated Principal Balances thereof have been reduced to zero; and (iii) any remaining amount to the Holders of the Class R-3 Certificates. (g) On each Distribution Date, all amounts representing Prepayment Charges distributed in respect of REMIC II Regular Interest P shall be deemed to be distributed in respect of REMIC III Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC III Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 shall be deemed to be distributed in respect of REMIC III Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (h) On each Distribution Date, for federal income tax purposes, (1) (i) the Regular Interest the ownership of which is represented by the Class A-1 Certificates shall be deemed to receive (x) accrued interest at the related Uncertificated REMIC IV Pass-Through Rate on an amount equal to the then current Certificate Principal Balance of the Class A-1 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, (ii) the Regular Interest the ownership of which is represented by the Class A-2 Certificates shall be deemed to receive (x) an amount of accrued interest equal to 70% of the Uncertificated Accrued Interest distributable in respect of REMIC III Regular Interest A-2 for such Distribution Date, and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, (iii) the Regular Interest the ownership of which is represented by the Class A-3 Certificates shall be deemed to receive (x) accrued interest at the related Uncertificated REMIC IV Pass-Through Rate on an amount equal to the then current Certificate Principal Balance of the Class A-3 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, (iv) the Regular Interest the ownership of which is represented by the Class A-4 Certificates shall be deemed to receive (x) accrued interest at the related Uncertificated REMIC IV Pass-Through Rate on an amount equal to the then current Certificate Principal Balance of the Class A-4 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, and (v) the Regular Interest the ownership of which is represented by the Class A-5 Certificates shall be deemed to receive (x) an amount of accrued interest equal to 30% of the Uncertificated Accrued Interest distributable in respect of REMIC III Regular Interest A-2 for such Distribution Date, and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, and (2) amounts distributable in reduction of the Certificate Principal Balance of each of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates shall be deemed distributed to the Regular Interest the ownership of which is represented by such Certificates in reduction of the related principal balance thereof. Any amounts received on each Distribution Date by Holders of each of the Class A Certificates at a rate equal to the related Pass-Through Rate which is in excess of, or less than, the amounts specified above in the related clause (x) for the Regular Interest the ownership of which is represented by such Certificates shall be treated in accordance with the provisions relating to Class A-1/A-2/A-5 Net WAC Pass-Through Amounts, Class A-3/A-2/A-5 Net WAC Pass-Through Amounts, Class A-4/A-2/A-5 Net WAC Pass-Through Amounts, Class A-2 Net WAC Pass-Through Allocation Amounts or Class A-5 Net WAC Pass-Through Allocation Amounts, as applicable, in Section 6.10. (i) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 6.04(a)(3)(D), (E) and (G) on such date shall be deemed distributed from REMIC IV to REMIC V in respect of the Class C Distribution Amount distributable on the Class C Interest. (j) On each Distribution Date, 100% of the amounts deemed distributed on REMIC III Regular Interest P shall be deemed distributed by REMIC IV to REMIC VI in respect of the Class P Interest.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC IIREMXX XX, REMIC XEMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX IV and REMIC X V 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccounts, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, the Class A-1/A-2/A-3 Net WAC Reserve Account, and any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration AgreementAmounts). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class C Interest shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.V. (1b) On each Distribution Date, the following amounts with respect to Loan Group IInterest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B (other than REMIC I Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60-B(other than REMIC I Regular Interest P), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount, and such amount will be payable to the holders of each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is the Corresponding Interest, allocated in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for such Corresponding Interests, provided, however, that solely for purposes of allocating such amount to such REMIC I Regular Interests, any Extra Principal Distribution Amounts allocable to the Class A-2 Certificates and Class A-3 Certificates shall be deemed to be allocated to the Class A-1 Certificates, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) to from the extent remainder of amounts remaining the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder to the holders of REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denominationInterest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the holders of each REMIC I Regular Interest for which a REMIC II Regular Interest (other than REMIC I Regular Interest P) is the Corresponding Interest, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for such Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, provided, however, that solely for purposes of allocating such principal payments to such REMIC I Regular Interests, any principal payments allocable to the Class A-2 Certificates and Class A-3 Certificates shall be deemed to be allocated to the Class A-1 Certificates, and second, to the holders of REMIC I Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iiiC) any remaining amount to the Holders of the Class I-R-1 Certificates. (2c) On each Distribution Date, all amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3d) On each Distribution Date, the following amounts with respect to Loan Group IIInterest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the (other than REMIC II Group II Regular Interests Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rata(other than REMIC II Regular Interest P), in an amount equal the same manner and priority as paid to (A) the Corresponding Certificates and, in the case of REMIC II Regular Interest C, as paid to the Class C Interest, the Uncertificated Accrued Interest for such (or, in the case of REMIC II Group I Regular Interests Interest C, the REMIC II Regular Interest C Distribution Amount) for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; and (ii) to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest P), in an amount equal to the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated in the same manner and priority as paid to the Corresponding Certificates, until the Uncertificated Principal Balances thereof have been reduced to zero, provided, however, that solely for purposes of allocating such principal payments to such REMIC II Regular Interests, any principal payments allocable to the Class A-2 Certificates and Class A-3 Certificates shall be deemed to be allocated to the Class A-1 Certificates, and any remaining amount to the Holders of the Class R-2 Certificates. (e) On each Distribution Date, all amounts representing Prepayment Charges distributed in respect of REMIC I Regular Interest P shall be deemed to be distributed in respect of REMIC II Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC II Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC II Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (f) On each Distribution Date, for federal income tax purposes, (1) (i) the Regular Interest the ownership of which is represented by the Class A-1 Certificates shall be deemed to receive (x) accrued interest at the related Uncertificated REMIC III Pass-Through Rate on an amount equal to the then current Certificate Principal Balance of the Class A-1 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, (ii) the Regular Interest the ownership of which is represented by the Class A-2 Certificates shall be deemed to receive (x) accrued interest at the related Uncertificated REMIC III Pass-Through Rate on the Uncertificated Notional Amount for such Regular Interest for such Distribution Date, and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, and (iii) the Regular Interest the ownership of which is represented by the Class A-3 Certificates shall be deemed to receive (x) accrued interest at the related Uncertificated REMIC III Pass-Through Rate on an amount equal to the then current Certificate Principal Balance of the Class A-3 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, and (2) amounts distributable in reduction of the Certificate Principal Balances of the Class A-1, Class A-2 and Class A-3 Certificates shall be deemed distributed to the Regular Interest the ownership of which is represented by such Certificates in reduction of the related principal balance thereof. Any amounts received on each Distribution Date by Holders of the Class A Certificates at a rate equal to the related Pass-Through Rate which is in excess of, or less than, the amounts specified above in the related clause (x) for the Regular Interests the ownership of which is represented by such Certificates shall be treated in accordance with the provisions relating to Class A-1/A-2 Net WAC Pass-Through Amounts and/or Class A-3/A-2 Net WAC Pass-Through Amounts, as applicable, in Section 6.10. (g) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 6.04(a)(3)(C), (D) and (F) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Distribution Amount distributable to the Class C Interest. (h) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group I, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from the Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Group I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of REMIC I Regular Interests II-1-A through II-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) from the Interest Funds and Principal Funds for Loan Group II, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC I Regular Interests II-1-A through II-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, to REMIC I Regular Interests II-1-A through II-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Group II Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (3) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the (other than REMIC II Group II Regular Interests Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) (A) from the Interest Funds and Principal Funds for Subgroup II-1both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the REMIC II Marker Allocation Percentage of the Interest Funds and Principal Funds for both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interests I-1IO, 1-A through I-60Sub, 1-BGrp, 2-Sub, 2-Grp, XX and P), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds and Principal Funds for both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof remaining after the distribution pursuant to clause (i), to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, pro rata, an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (iv) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and P) in an amount equal to the REMIC II Marker Allocation Percentage of the remainder of the Interest Funds and Principal Funds for both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the defintions thereof after the distributions made pursuant to clauses (i), (ii) and (iii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates; (v) to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage of the remainder of the Interest Funds and Principal Funds for both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof after the distributions made pursuant to clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC II Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular Interest ending with the designation “Sub,” so that the Uncertificated Principal Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current aggregate Certificate Principal Balance of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); third, to REMIC II Regular Interest XX, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and fourth, any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Mortgage loans deemed distributed in respect of REMIC I Regular Interest P shall be deemed to be distributed to REMIC II Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC II Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, an amount equal to $100 deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof shall be deemed to be distributed to REMIC II Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (d) On each Distribution Date, interest shall be deemed payable from REMIC III to the holders of each REMIC III Regular Interest the ownership of which is represented by the Class A Certificates and Class M Certificates at a pass-through rate equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for the Corresponding Certificate and (ii) the Net Rate Cap for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date, in each case on a principal balance equal to the Certificate Principal Balance of the Corresponding Certificate for such Distribution Date. For the avoidance of doubt, principal shall be payable to, and shortfalls, losses and prepayments shall be allocable to, the REMIC III Regular Interests the ownership of which is represented by the Class A Certificates and Class M Certificates as such amounts are payable and allocable to the Corresponding Certificates. (e) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(4)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (f) On each Distribution Date, 100% of the amount deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest. (g) On each Distribution Date, 100% of the amount deemed distributed on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect of the Class IO Interest. Such amount shall be deemed distributed by REMIC VI to the Swap Administrator for deposit into the Swap Account.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders Holders of each of the REMIC I Regular Interests Interest I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests interests I-1-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and. (iii2) any remaining amount On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of REMIC I Regular Interests II-1-A through II-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) to the Holders of each REMIC I Regular Interest II-1-A through II-60-B, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (2ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular interests II-1-A through II-60-B starting with the lowest numerical denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests. (3) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) to the Holders of REMIC II Regular Interest IO, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard previous Distribution Dates; (ii) to the related clause (2)(ii) of the definitions thereof, to the holders of each extent of the REMIC II Marker Allocation Percentage of the Interest Funds remaining after the distributions pursuant to clause (i), to the Holders of each REMIC II Regular Interest (other than REMIC II Regular Interests I-1IO, 1A, 1B, 2A, 2B, XX and P) pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the Holders of REMIC II Regular Interest I-A through I-60A-1, REMIC II Regular Interest I-BA-2, REMIC II Regular Interest I-A-3, REMIC II Regular Interest II-A-1, REMIC II Regular Interest II-A-2, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds remaining after the distribution pursuant to clause (i), to the Holders of REMIC II Regular Interest 1A, REMIC II Regular Interest 1B, REMIC II Regular Interest 2A, REMIC II Regular Interest 2B and REMIC II Regular Interest XX, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (iv) to the Holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO, 1A, 1B, 2A, 2B, XX and P) in an amount equal to the REMIC II Marker Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups for such Distribution Date after the distributions made pursuant to clauses (i), (ii) and (iii) above, allocated as follows: (A) 98% of such remainder to the Holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the Holders of REMIC II Regular Interest I A-1, REMIC II Regular Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular Interest II-A-1, REMIC II Regular Interest II-A-2, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the Holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-2 Certificates; (v) to the Holders of REMIC II Regular Interest 1A, REMIC II Regular Interest 1B, REMIC II Regular Interest 2A, REMIC II Regular Interest 2B and REMIC II Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups for such Distribution Date after the distributions made pursuant to clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC II Regular Interest ending with the designation “B” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular Interest ending with the designation “A,” so that the Uncertificated Principal Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balances of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); and third, any remaining amount to REMIC II Regular Interest XX; and (vi) to the Holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest P. (d) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(4)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (e) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI to the Swap Administrator for deposit into the Swap Account.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX IV and REMIC X V 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of Account, the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Collateral Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class C Interest shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.V. (1) On each Distribution Date, the following amounts with respect to Loan Group I, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Group I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60I-45-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts Interest Funds and Principal Funds for Loan Group I, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60I-45-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance Balances of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Group I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3) On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC II I to REMIC III II on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1Loan Group II, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II I Regular Interests I-1II-1-A through I-60II-45-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of Interest Funds and Principal Funds for Loan Group II, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests II-1-A through II-45-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balances of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Group II Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (3) On each Distribution Date, amounts representing Prepayment Charges on the Mortgage loans shall be deemed distributed to the REMIC I Regular Interests, pro rata, provided that such amounts shall not reduce the Uncertificated Principal Balances of the REMIC I Regular Interests. (1) On each Distribution Date, the following amounts with respect to all Loan Groups, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the REMIC II Marker Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interest 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, pro rata, an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (iv) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interest IO) in an amount equal to the REMIC II Marker Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, for such Distribution Date after the distributions made pursuant to clauses (i), (ii) and (iii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates. (v) to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, after the distributions made pursuant to clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC II Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular Interest ending with the designation “Sub”, so that the Uncertificated Principal Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current aggregate Certificate Principal Balance of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); third, to REMIC II Regular Interest XX, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and fourth, any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, 100% of the Prepayment Charges deemed distributed on the REMIC I Regular Interests shall be distributed, pro rata, to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest IO), provided that such amounts shall not reduce the Uncertificated Principal Balances of the REMIC II Regular Interests. (d) On each Distribution Date, interest shall be deemed payable from REMIC III to the holders of each REMIC III Regular Interest the ownership of which is represented by the Class A, Class M and Class B Certificates at a pass-through rate equal to the lesser of (i) the Pass-Through Rate for the Corresponding Certificate (without regard to the related Net WAC Cap Rate) and (ii) the Net WAC Cap Rate for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date, in each case on a principal balance equal to the Certificate Principal Balance of the Corresponding Certificate for such Distribution Date. For the avoidance of doubt, principal shall be payable to, and shortfalls, losses and prepayments shall be allocable to, the REMIC III Regular Interests the ownership of which is represented by the Class A, Class M and Class B Certificates as such amounts are payable and allocable to the Corresponding Certificates. (e) On each Distribution Date, an amount equal to the aggregate amount distributed pursuant to Sections 5.04(a)(4)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Distribution Amount distributable to the Class C Interest, and 100% of the Prepayment Charges deemed distributed on the REMIC II Regular Interests shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO on such date shall be deemed distributed by REMIC III to REMIC V in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC V in respect of REMIC V Regular Interest IO for deposit into the Supplemental Interest Trust.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders Holders of each of the REMIC I Regular Interests Interest I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests interests I-1-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and. (iii2) any remaining amount On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of REMIC I Regular Interests II-1-A through II-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) to the Holders of each REMIC I Regular Interest II-1-A through II-60-B, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (2ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular interests II-1-A through II-60-B starting with the lowest numerical denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests. (3) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of REMIC I Regular Interests III-1-A through III-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) to the Holders of each REMIC I Regular Interest III-1-A through III-60-B, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests III-1-A through III-60-B starting with the lowest numerical denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests. (4) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of REMIC I Regular Interests IV-1-A through IV-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) to the Holders of each REMIC I Regular Interest IV-1-A through IV-60-B, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests IV-1-A through IV-60-B starting with the lowest numerical denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests. (5) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) to the Holders of REMIC II Regular Interest IO, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard previous Distribution Dates; (ii) to the related clause (2)(ii) of the definitions thereof, to the holders of each extent of the REMIC II Marker Allocation Percentage of the Interest Funds remaining after the distributions pursuant to clause (i), to the Holders of each REMIC II Regular Interest (other than REMIC II Regular Interests I-1IO, 1A, 1B, 2A, 2B, 3A, 3B, 4A, 4B, XX and P) pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the Holders of REMIC II Regular Interest I-A through I-60A-1, REMIC II Regular Interest I-BA-2, REMIC II Regular Interest I-A-3, REMIC II Regular Interest II-A-1, REMIC II Regular Interest II-A-2, REMIC II Regular Interest III-A-1, REMIC II Regular Interest III-A-2, REMIC II Regular Interest IV-A-1, REMIC II Regular Interest IV-A-2, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds remaining after the distribution pursuant to clause (i), to the Holders of REMIC II Regular Interest 1A, REMIC II Regular Interest 1B, REMIC II Regular Interest 2A, REMIC II Regular Interest 2B, REMIC II Regular Interest 3A, REMIC II Regular Interest 3B, REMIC II Regular Interest 4A, REMIC II Regular Interest 4B and REMIC II Regular Interest XX, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (iv) to the Holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO, 1A, 1B, 2A, 2B, 3A, 3B, 4A, 4B, XX and P) in an amount equal to the REMIC II Marker Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups for such Distribution Date after the distributions made pursuant to clauses (i), (ii) and (iii) above, allocated as follows: (A) 98% of such remainder to the Holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the Holders of REMIC II Regular Interest I A-1, REMIC II Regular Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular Interest II-A-1, REMIC II Regular Interest II-A-2, REMIC II Regular Interest III-A-1, REMIC II Regular Interest III-A-2, REMIC II Regular Interest IV-A-1, REMIC II Regular Interest IV-A-2, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the Holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-2 Certificates; (v) to the Holders of REMIC II Regular Interest 1A, REMIC II Regular Interest 1B, REMIC II Regular Interest 2A, REMIC II Regular Interest 2B, REMIC II Regular Interest 3A, REMIC II Regular Interest 3B, REMIC II Regular Interest 4A, REMIC II Regular Interest 4B and REMIC II Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups for such Distribution Date after the distributions made pursuant to clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC II Regular Interest ending with the designation “B” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular Interest ending with the designation “A,” so that the Uncertificated Principal Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balances of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); and third, any remaining amount to REMIC II Regular Interest XX; and (vi) the Holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest P. (d) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(4)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (e) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI to the Swap Administrator for deposit into the Swap Account.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX II and REMIC X 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for Fund and the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration AgreementYield Maintenance Agreements). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1b) On each Distribution Date, the following amounts with respect Trustee shall cause the REMIC I Distribution Amount to Loan Group I, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) amounts and with the priorities set forth in the definition of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution DatesAmount. (ii) to the extent of amounts remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3c) On each Distribution Date, the following amounts with respect Trustee shall cause the REMIC II Distribution Amount to Loan Group II, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders holders of the Class II-R-1 R-2 Certificates, as the case may be:, in the amounts and with the priorities set forth in the definition of REMIC II Distribution Amount. (id) (A) from Interest Funds Notwithstanding the deemed distributions on the REMIC I Regular Interests and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-Bdescribed in Section 5.03 and this Section 5.06, pro rata, distributions of funds from the Distribution Account shall be made only in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; andaccordance with Section 5.04.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, the Pre-Funding Account, the Interest Coverage Account, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1i) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (iii) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests Interest I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (iiiii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests interests I-1-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3) On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; and

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts Fund and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests Interest I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests interests I-1-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) to the holders of REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard remaining after the distributions pursuant to the related clause (2)(ii) of the definitions thereofi), to the holders of each of the REMIC II Regular Interest (other than REMIC II Regular Interests I-1-A through I-60-B, IO and P) pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6 and REMIC II Regular Interest M-7 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO and P) the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6 and REMIC II Regular Interest M-7 in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-2 Certificates; and (iv) to the holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest P. (d) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(D), (E) and (H) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (e) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI to the Swap Administrator for deposit into the Swap Account.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX III and REMIC X IV 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IVII. The Class I-CE Interest shall constitute the assets of REMIC V. The III and the Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.IV. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) Holders of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1Interest AA, REMIC Regular Interest I-A through I-60A-1, REMIC I Regular Interest I-BA-2, pro rataREMIC I Regular Interest II-A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular Interest M-6, REMIC I Regular Interest M-7, REMIC I Regular Interest M-8A, REMIC I Regular Interest M-8B and REMIC I Regular Interest ZZ, PRO RATA, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interests Interest ZZ shall be reduced when the REMIC I Overcollateralization Amount is less than the REMIC I Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount and such amount will be payable to the Holders of REMIC I Regular Interest I-A-1, REMIC I Regular Interest I-A-2, REMIC I Regular Interest II-A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular Interest M-6, REMIC I Regular Interest M-7, REMIC I Regular Interest M-8A and REMIC I Regular Interest M-8B in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) to Holders of REMIC I Regular Interest 1A, REMIC I Regular Interest 1B, REMIC I Regular Interest 2A, REMIC I Regular Interest 2B and REMIC I Regular Interest XX, pro rata, an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (iiiii) to the extent Holders of amounts remaining REMIC I Regular Interests, in an amount equal to the remainder of the REMIC I Marker Allocation Percentage of the Interest Funds and Principal Funds for both Loan Groups for such Distribution Date after the distribution distributions made pursuant to clause (i) above, allocated as follows: (A) 98% of such remainder to the Holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the Holders of REMIC I Regular Interest I-A-1, REMIC I Regular Interest I-A-2, REMIC I Regular Interest II-A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular Interest M-6, REMIC I Regular Interest M-7, REMIC I Regular Interest M-8A and REMIC I Regular Interest M-8B, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC I Regular Interests I-1-A through I-60-Bare reduced to zero; and second, starting to the Holders of REMIC I Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-1 Certificates; (iv) to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the REMIC I Sub WAC Allocation Percentage of the Interest Funds and Principal Funds for both Loan Groups for such Distribution Date after the distributions made pursuant to clause (ii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the lowest numerical denominationdesignation "B" equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, until to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced equal to zero; provided that0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balance of the Class A Certificate related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, for the least amount of principal shall be distributed to such REMIC I Regular Interests with such that the same numerical denominationREMIC I Subordinated Balance Ratio is maintained); and third, such payments of any remaining principal shall be allocated pro rata between such to REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 CertificatesInterest XX. (2c) On each Distribution Date, all amounts representing Prepayment Charges on deemed distributed in respect of the Group I Mortgage loans Class P Interest shall be deemed distributed to in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3d) On each Distribution Date, an amount equal to the following amounts with respect distributed pursuant to Loan Group IISections 5.04(a)(4)(C), in the following order of priority, (E) and (G) on such date shall be deemed distributed from REMIC II to REMIC III in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (e) On each Distribution Date, 100% of the amounts deemed distributed on REMIC I Regular Interest P shall be deemed distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders IV in respect of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; andP Interest.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Yield Maintenance Agreement, the Derivative Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Derivative Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interest I-Non-Swap and REMIC I Regular Interests I-1I-8-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of REMIC I Regular Interest I-Non-Swap and each of the REMIC I Regular Interests I-1I-8-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: first, to REMIC I Regular Interest I-Non-Swap, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero, and second, to REMIC I Regular Interests I-1I-8-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) to the holders of REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard remaining after the distributions pursuant to the related clause (2)(ii) of the definitions thereofi), to the holders of each of the REMIC II Regular Interest (other than REMIC II Regular Interests I-1-A through I-60-B, IO and P) pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO and P) the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-2 Certificates; and (iv) to the holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest P. (d) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (e) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI to the Supplemental Interest Trust.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX IV and REMIC X V 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 in Loan Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of funds in the Distribution Account related and the Protected Accounts maintained by the Securities Administrator, the Company and the Servicers, and any REO Property, in each case, with respect to Loan Group I, the portion of the Protected Account related to Loan Group I, any REO Property related to Loan Group I, any proceeds of the foregoing I and any other assets related to Loan Group I subject to this Agreement (other than the Group I Net WAC Reserve Fund, the Class I-A-1/I-A-2 Net WAC Reserve Account and any related Prepayment Charge Waiver Amounts and, for Amounts). The REMIC I Regular Interests shall constitute the avoidance assets of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement)REMIC II. The assets of REMIC II III shall include the Mortgage Loans in Loan Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of funds in the Distribution Account related and the Protected Accounts maintained by the Company and the Servicers, and any REO Property, in each case, with respect to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration AgreementAmounts). The REMIC I Regular Interests and REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV. The Class I-CE Interest REMIC II Regular Interests and REMIC IV Regular Interests shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.V. (1b) On each Distribution Date, the following amounts with respect to Loan Group II Available Funds, in the following order of prioritypriority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1(other than REMIC I Regular Interest I-A through I-60-B P) or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group Ifirst, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60-BInterest AA, each REMIC I Regular Interest for which a REMIC II Regular Interest is a Corresponding Interest and REMIC I Regular Interest ZZ, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount by the lesser of (x) the amount of such difference and (y) the REMIC I Maximum Interest Deferral Amount, and such amount shall be payable to the holders of each REMIC I Regular Interest for which a REMIC II Regular Interest is a Corresponding Interest in the same proportion as the Group I Overcollateralization Increase Amount is allocated to the Corresponding Interests for each such REMIC I Regular Interest, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) second, to the extent holders of amounts remaining REMIC I Regular Interests(other than REMIC I Regular Interest I-P), in an amount equal to the remainder of the Group I Available Funds for such Distribution Date after the distribution distributions made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder to the holders of REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denominationInterest AA, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; provided thatand (B) 2.00% of such remainder, first, to the holders of each REMIC I Regular Interest for which a REMIC II Regular Interest is a Corresponding Interest, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding Interests for each such REMIC I Regular Interest, until the Uncertificated Principal Balances of such REMIC I Regular Interests with are reduced to zero; and second, to the same numerical denominationholders of REMIC I Regular Interest ZZ, such payments until the Uncertificated Principal Balance of principal shall be allocated pro rata between such REMIC I Regular InterestsInterest is reduced to zero; and (iiiC) third, any remaining amount to the Holders of the Class I-R-1 Certificates. (2c) On each Distribution Date, all amounts representing Prepayment Charges on the Loan Group I Mortgage loans shall be deemed distributed to in respect of REMIC I Regular Interest I-P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest I-P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedulein March 2011, $100 shall be deemed distributed in respect of REMIC I Regular Interest I-P in reduction of the Uncertificated Principal Balance thereof. (3d) On each Distribution Date, the following amounts with respect to Loan Group III Available Funds, in the following order of prioritypriority and in accordance with the Remittance Report, shall be deemed distributed by REMIC II to REMIC III V on account of the REMIC II Group I Regular Interests and the (other than REMIC II Group II Regular Interests Interest I-P) or withdrawn from the Distribution Account and distributed to the Holders of the Class III-R-1 R-2 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1(other than REMIC II Regular Interest I-A through I-60P), in the same manner and priority as paid to the Corresponding Certificates, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest I-C, the REMIC II Regular Interest I-C Distribution Amount) for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; and (ii) to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest I-P), in an amount equal to the remainder of the Group I Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated in the same manner and priority as paid to the Corresponding Certificates, and any remaining amount to the Holders of the Class I-R-2 Certificates. (e) On each Distribution Date, all amounts representing Prepayment Charges distributed in respect of the Class I-P Certificates shall be deemed distributed in respect of REMIC II Regular Interest I-P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC II Regular Interest I-P. On the Distribution Date in March 2011, $100 shall be deemed distributed in respect of REMIC II Regular Interest I-P in reduction of the Uncertificated Principal Balance thereof. (f) On each Distribution Date, the Group II Available Funds for Loan Group II, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC III to REMIC IV on account of the REMIC III Regular Interests (other than REMIC III Regular Interest II-P) or withdrawn from the Distribution Account and distributed to the Holders of the Class II-1R-1 Certificates: (i) to the holders of REMIC III Regular Interest 1-Sub, REMIC III Regular Interest 1-ZZZ, REMIC III Regular Interest 2-Sub, REMIC III Regular Interest 2-ZZZ and REMIC IIII Regular Interest II-X, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the remainder of the Group II Available Funds relating to Loan Group II-1 for such Distribution Date after the distributions made pursuant to clause (i) above, to the Class II-1R-1 Certificates and REMIC III Regular Interest II-1R-2, pro rata, as principal, in reduction of the Certificate Principal Balance and Uncertificated Principal Balance, as applicable, thereof, until the Certificate Principal Balance and Uncertificated Principal Balance, as applicable, thereof have been reduced to zero; (iii) the remainder of the Group II Available Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) first, to each of REMIC III Regular Interest 1-Sub and REMIC III Regular Interest 2-Sub, the portion of such remainder from the related Loan Group, so that the Uncertificated Principal Balance of each such REMIC III Regular Interest is equal to 0.1% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group (other than the principal balance attributable to the related Class II-PO Component of the Class II-PO Certificates) over (y) the aggregate Certificate Principal Balance of the related Group II Senior Certificates (other than the portion of the Certificate Principal Balance attributable to the related Class II-PO Component of the Class II-PO Certificates) (except that if any such excess is a larger number than in the preceding distribution period, the least amount of funds shall be distributed to REMIC III Regular Interests 1-Sub and 2-Sub such that the REMIC III Subordinated Balance Ratio is maintained with respect to such REMIC III Regular Interests); and (B) second, any remaining funds from each Loan Group to the related REMIC III Regular Interest ending with the designation "ZZZ" (provided that a portion of the remaining funds equal to the related Class II-PO Certificate Principal Distribution Amount attributable to the related Discount Mortgage Loans shall be distributed to REMIC III Regular Interest 1-PO or REMIC III Regular Interest 2-PO, as applicable); and (C) any remaining amount, to the Holders of the Class II-1R-1 Certificates.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX III and REMIC X IV 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IVII. The Class I-CE Interest shall constitute the assets of REMIC V. The III and the Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.IV. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) Holders of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1Interest AA, REMIC Regular Interest I-A through I-60A-1, REMIC I Regular Interest I-BA-2, pro rataREMIC I Regular Interest I-A-3, REMIC I Regular Interest II-A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular Interest M-6, REMIC I Regular Interest M-7A, REMIC I Regular Interest M-7B and REMIC I Regular Interest ZZ, PRO RATA, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent . Amounts payable as Uncertificated Accrued Interest in respect of amounts remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is ZZ shall be reduced to zero; provided that, for when the REMIC I Regular Interests with Overcollateralization Amount is less than the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and Required Overcollateralization Amount, by the lesser of (iiix) any remaining the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount and such amount will be payable to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest PI-A-1, provided that such amounts shall not reduce REMIC I Regular Interest I-A-2, REMIC I Regular Interest I-A-3, REMIC I Regular Interest II-A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular Interest M-6, REMIC I Regular Interest M-7A and REMIC I Regular Interest M-7B in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates and the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 ZZ shall be deemed distributed in respect increased by such amount; (ii) to Holders of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3) On each Distribution Date1A, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests Interest 1B, REMIC I Regular Interest 2A, REMIC I Regular Interest 2B and the REMIC II Group II I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-BXX, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (iii) to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the REMIC I Marker Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (A) 98% of such remainder to the Holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the Holders of REMIC I Regular Interest I-A-1,REMIC I Regular Interest I-A-2, REMIC I Regular Interest I-A-3, REMIC I Regular Interest II-A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular Interest M-6, REMIC I Regular Interest M-7A and REMIC I Regular Interest M-7B, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; andand second, to the Holders of REMIC I Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-1 Certificates; (iv) to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the REMIC I Sub WAC Allocation Percentage of the Interest Funds and Principal Funds for all Loan Groups for such Distribution Date after the distributions made pursuant to clause (ii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation "B" equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balance of the Class A Certificate related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC I Regular Interest XX.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts Fund and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders Holders of each of the REMIC I Regular Interests Interest I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests interests I-1-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and. (iii2) any remaining amount On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of REMIC I Regular Interests II-1-A through II-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) to the Holders of each REMIC I Regular Interest II-1-A through II-60-B, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (2ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular interests II-1-A through II-60-B starting with the lowest numerical denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests. (3) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) to the Holders of REMIC II Regular Interest IO, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard previous Distribution Dates; (ii) to the related clause (2)(ii) of the definitions thereof, to the holders of each extent of the REMIC II Marker Allocation Percentage of the Interest Funds remaining after the distributions pursuant to clause (i), to the Holders of each REMIC II Regular Interest (other than REMIC II Regular Interests I-1IO, 1A, 1B, 2A, 2B, XX and P) pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the Holders of REMIC II Regular Interest I-A through I-60A-1, REMIC II Regular Interest I-BA-2, REMIC II Regular Interest I-A-3, REMIC II Regular Interest II-A-1, REMIC II Regular Interest II-A-2, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds remaining after the distribution pursuant to clause (i), to the Holders of REMIC II Regular Interest 1A, REMIC II Regular Interest 1B, REMIC II Regular Interest 2A, REMIC II Regular Interest 2B and REMIC II Regular Interest XX, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (iv) to the Holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO, 1A, 1B, 2A, 2B, XX and P) in an amount equal to the REMIC II Marker Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups for such Distribution Date after the distributions made pursuant to clauses (i), (ii) and (iii) above, allocated as follows: (A) 98% of such remainder to the Holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the Holders of REMIC II Regular Interest I A-1, REMIC II Regular Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular Interest II-A-1, REMIC II Regular Interest II-A-2, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the Holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-2 Certificates; (v) to the Holders of REMIC II Regular Interest 1A, REMIC II Regular Interest 1B, REMIC II Regular Interest 2A, REMIC II Regular Interest 2B and REMIC II Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage of the remainder of the Interest Funds and Principal Funds for all Loan Groups for such Distribution Date after the distributions made pursuant to clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC II Regular Interest ending with the designation “B” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular Interest ending with the designation “A,” so that the Uncertificated Principal Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balances of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); and third, any remaining amount to REMIC II Regular Interest XX; and (vi) to the Holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest P. (d) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(4)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (e) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI to the Swap Administrator for deposit into the Swap Account.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX IV and REMIC X V 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class C Interest shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.V. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group IFunds, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60I-45-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60I-45-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance Balances of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to the REMIC I Regular Interest PInterests, pro rata, provided that such amounts shall not reduce the Uncertificated Principal Balance Balances of the REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereofInterests. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1Funds, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interest IO), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interest IO) in an amount equal to the remainder of the Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, 100% of the Prepayment Charges deemed distributed on the REMIC I Regular Interests shall be distributed, pro rata, to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest IO), provided that such amounts shall not reduce the Uncertificated Principal Balances of the REMIC II Regular Interests. (d) On each Distribution Date, interest shall be deemed payable from REMIC III to the holders of each REMIC III Regular Interest the ownership of which is represented by the Class A, Class M and Class B Certificates at a pass-through rate equal to the lesser of (i) the Pass-Through Rate for the Corresponding Certificate (without regard to the related Net WAC Cap Rate) and (ii) the Net WAC Cap Rate for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date, in each case on a principal balance equal to the Certificate Principal Balance of the Corresponding Certificate for such Distribution Date. For the avoidance of doubt, principal shall be payable to, and shortfalls, losses and prepayments shall be allocable to, the REMIC III Regular Interests the ownership of which is represented by the Class A, Class M and Class B Certificates as such amounts are payable and allocable to the Corresponding Certificates.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts Fund and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests Interest I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests interests I-1-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) to the holders of REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard remaining after the distributions pursuant to the related clause (2)(ii) of the definitions thereofi), to the holders of each of the REMIC II Regular Interest (other than REMIC II Regular Interests I-1-A through I-60-B, IO and P) pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest M-8A and REMIC II Regular Interest M-8B in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO and P) the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest M-8A and REMIC II Regular Interest M-8B in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-2 Certificates; and (iv) to the holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest P. (d) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class CE Distribution Amount distributable to the Class CE Interest. (e) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest. (f) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI to the Swap Administrator for deposit into the Swap Account.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of Account, the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Collateral Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group I, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60-B, on a pro ratarata basis, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Group I Regular Interests with the same numerical denomination, such payments of principal shall be allocated on a pro rata basis between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of REMIC I Regular Interests II-1-A through II-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group II, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC I Regular Interests II-1-A through II-60-B, on a pro rata basis, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of Interest Funds and Principal Funds for Loan Group II, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests II-1-A through II-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Group II Regular Interests with the same numerical denomination, such payments of principal shall be allocated on a pro rata basis between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (3) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the (other than REMIC II Group II Regular Interests Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rataInterest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the REMIC II Marker Allocation Percentage of the Interest Funds and Principal Funds for both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interests IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and P), on a pro rata basis, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds and Principal Funds for both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, on a pro rata basis, an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (iv) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and P) in an amount equal to the REMIC II Marker Allocation Percentage of the remainder of the Interest Funds and Principal Funds for both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, after the distributions made pursuant to clauses (i), (ii) and (iii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero, and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates; (v) to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage of the remainder of the Interest Funds and Principal Funds for both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, after the distributions made pursuant to clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC II Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular Interest ending with the designation “Sub”, so that the Uncertificated Principal Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current aggregate Certificate Principal Balance of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); third, to REMIC II Regular Interest XX, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and fourth, any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Mortgage loans deemed distributed in respect of REMIC I Regular Interest P shall be deemed to be distributed to REMIC II Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC II Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, an amount equal to $100 deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof shall be deemed to be distributed to REMIC II Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (d) On each Distribution Date, interest shall be deemed payable from REMIC III to the holders of each REMIC III Regular Interest the ownership of which is represented by the Class A Certificates and Class M Certificates at a pass-through rate equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for the Corresponding Certificate and (ii) the Net Rate Cap for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date, in each case on a principal balance equal to the Certificate Principal Balance of the Corresponding Certificate for such Distribution Date. For the avoidance of doubt, principal shall be payable to, and shortfalls, losses and prepayments shall be allocable to, the REMIC III Regular Interests the ownership of which is represented by the Class A Certificates and Class M Certificates as such amounts are payable and allocable to the Corresponding Certificates.

REMIC Designations and REMIC Distributions. (a) The Securities Administrator on behalf of the Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX IV and REMIC X V 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of Master Servicer Collection Account, the Protected Account Accounts maintained by the Company and the related to Loan Group IServicer, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I the Mortgage Loans subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class C Interest shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.V. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group IFunds, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60I-45-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60I-45-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance Balances of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to the REMIC I Regular Interest PInterests, pro rata, provided that such amounts shall not reduce the Uncertificated Principal Balance Balances of the REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereofInterests. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1Funds, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interest IO), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interest IO) in an amount equal to the remainder of the Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, 100% of the Prepayment Charges deemed distributed on the REMIC I Regular Interests shall be distributed, pro rata, to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest IO), provided that such amounts shall not reduce the Uncertificated Principal Balances of the REMIC II Regular Interests.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX IV and REMIC X V 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class C Interest shall constitute the assets of REMIC IV. The Class I-CE Interest shall constitute the assets of REMIC V. The Class I-P Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.V. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group IFunds, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to holders of each of the REMIC I Regular Interests I-1-A through I-60I-45-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts remaining after the distribution made pursuant to clause (i) above, to REMIC I Regular Interests I-1-A through I-60I-45-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance Balances of each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to the REMIC I Regular Interest PInterests, pro rata, provided that such amounts shall not reduce the Uncertificated Principal Balance Balances of the REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereofInterests. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1Funds, in each case, case determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interest IO), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interest IO) in an amount equal to the remainder of the Interest Funds and Principal Funds, in each case determined without regard to the related clause (2)(ii) of the definitions thereof, for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, 100% of the Prepayment Charges deemed distributed on the REMIC I Regular Interests shall be distributed, pro rata, to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest IO), provided that such amounts shall not reduce the Uncertificated Principal Balances of the REMIC II Regular Interests. (d) On each Distribution Date, interest shall be deemed payable from REMIC III to the holders of each REMIC III Regular Interest the ownership of which is represented by the Class A, Class M and Class B Certificates at a pass-through rate equal to the lesser of (i) the Pass-Through Rate for the Corresponding Certificate (without regard to the related Net WAC Cap Rate) and (ii) the Net WAC Cap Rate for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date, in each case on a principal balance equal to the Certificate Principal Balance of the Corresponding Certificate for such Distribution Date. For the avoidance of doubt, principal shall be payable to, and shortfalls, losses and prepayments shall be allocable to, the REMIC III Regular Interests the ownership of which is represented by the Class A, Class M and Class B Certificates as such amounts are payable and allocable to the Corresponding Certificates. (e) On each Distribution Date, an amount equal to the aggregate amount distributed pursuant to Sections 5.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Distribution Amount distributable to the Class C Interest, and 100% of the Prepayment Charges deemed distributed on the REMIC II Regular Interests shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Interest. (f) On each Distribution Date, 100% of the amount deemed distributed on REMIC II Regular Interest IO on such date shall be deemed distributed by REMIC III to REMIC V in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC V in respect of REMIC V Regular Interest IO for deposit into the Supplemental Interest Trust.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of Account, the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Collateral Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group I, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of the REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC I Regular Interests I-1-A through I-60-B, on a pro rata basis, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, to the holders of the REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Group I Regular Interests with the same numerical denomination, such payments of principal shall be allocated on a pro rata basis between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (2) On each Distribution Date, the following amounts with respect to Loan Group II, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests II-1-A through II-60-B and REMIC I Regular Interest II-A Non-Swap or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group II, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC I Regular Interests II-1-A through II-60-B and REMIC I Regular Interest II-A Non-Swap, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.; (ii) to the extent of amounts Interest Funds and Principal Funds for Loan Group II, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution made pursuant to clause (i) above, first, the holders of REMIC I Regular Interest II-A Non-Swap, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero, and second, to the holders of the REMIC I Regular Interests I-1II-1-A through I-60II-60-B, starting with the lowest numerical denomination, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Group II Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (23) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to the holders of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (31) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Group I Regular Interests and the (other than REMIC II Group II Regular Interests Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class II-R-1 R-2 Certificates, as the case may be: (i) (A) from the Interest Funds and Principal Funds for Subgroup II-1both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each REMIC II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the REMIC II Marker Allocation Percentage of the Interest Funds and Principal Funds for both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interests I-1IO, 1-A through I-60Sub, 1-BGrp, 2-Sub, 2-Grp Swap, 2-Grp Non-Swap, XX and P), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests Interest for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by such amount; (iii) to the extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds and Principal Funds for both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, remaining after the distribution pursuant to clause (i), to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp Swap, REMIC II Regular Interest 2-Grp Non-Swap and REMIC II Regular Interest XX, pro rata, an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (iv) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp Swap, 2-Grp Non-Swap, XX and P) in an amount equal to the REMIC II Marker Allocation Percentage of the remainder of the Interest Funds and Principal Funds for both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, after the distributions made pursuant to clauses (i), (ii) and (iii) above, allocated as follows: (A) 98% of such remainder to the holders of REMIC II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) 2% of such remainder, first, to the holders of each REMIC II Regular Interest for which a Class A Certificate or Class M Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and (C) any remaining amount to the Holders of the Class R-2 Certificates; (v) to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp Swap, REMIC II Regular Interest 2-Grp Non-Swap and REMIC II Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage of the remainder of the Interest Funds and Principal Funds for both Loan Groups, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, after the distributions made pursuant to clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated Principal Balance of REMIC II Regular Interest 1-Grp equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I, the Uncertificated Principal Balance of REMIC II Regular Interest 2-Grp Swap equal to 0.01% of the Group II Subordinate Component Percentage of the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group II and the Uncertificated Principal Balance of REMIC II Regular Interest 2-Grp Non-Swap equal to 0.01% of the Group II Non-Subordinate Component Percentage of the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group II; second, to each REMIC II Regular Interest ending with the designation “Sub”, so that the Uncertificated Principal Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current aggregate Certificate Principal Balance of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); third, to REMIC II Regular Interest XX, until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; and fourth, any remaining amount to the Holders of the Class R-2 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Mortgage loans deemed distributed in respect of REMIC I Regular Interest P shall be deemed to be distributed to REMIC II Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC II Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, an amount equal to $100 deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof shall be deemed to be distributed to REMIC II Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (d) On each Distribution Date, interest shall be deemed payable from REMIC III to the holders of each REMIC III Regular Interest the ownership of which is represented by the Class I-A Certificates and Class M Certificates at a pass-through rate equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for the Corresponding Certificate and (ii) the Net Rate Cap for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date, in each case on a principal balance equal to the Certificate Principal Balance of the Corresponding Certificate for such Distribution Date. For the avoidance of doubt, principal shall be payable to, and shortfalls, losses and prepayments shall be allocable to, the REMIC III Regular Interests the ownership of which is represented by the Class I-A Certificates and Class M Certificates as such amounts are payable and allocable to the Corresponding Certificates.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX V and REMIC X VI 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 Group I Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group IAccount, the portion of the Protected Account related to Loan Group IAccount, any REO Property related to Loan Group IProperty, any proceeds of the foregoing and any other assets related to Loan Group I subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The assets of REMIC II shall include the Group II Mortgage Loans and all interest owing in respect of and principal due thereon, the portion of the Distribution Account related to Loan Group II, the portion of the Protected Account related to Loan Group II, any REO Property related to Loan Group II, any proceeds of the foregoing and any other assets related to Loan Group II subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement). The REMIC I Regular Interests and shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests Class CE Interest shall constitute the assets of REMIC IV. The Class I-CE P Interest shall constitute the assets of REMIC V. The Class I-P IO Interest shall constitute the assets of REMIC VI. The Class I-IO Interest shall constitute the assets of REMIC VII. The Class II-CE Interest shall constitute the assets of REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX. The Class II-IO Interest shall constitute the assets of REMIC X.. (1) On each Distribution Date, the following amounts with respect to Loan Group Iamounts, in the following order of priority, shall be distributed by REMIC I to REMIC III II on account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the Distribution Account and distributed to the Holders holders of the Class I-R-1 Certificates, as the case may be: (i) from Interest Funds and Principal Funds for Loan Group I, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to holders Holders of each of the REMIC I Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates. (ii) to the extent of amounts remaining after the distribution distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests interests I-1-A through I-60-B, B starting with the lowest numerical denomination, denomination until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; , provided that, for REMIC I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests; and (iii) any remaining amount to the Holders of the Class I-R-1 Certificates. (2) On each Distribution Date, amounts representing Prepayment Charges on the Group I Mortgage loans shall be deemed distributed to REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term relating to the Group I Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (3) On each Distribution Date, the following amounts with respect to Loan Group IIamounts, in the following order of priority, shall be distributed by REMIC II I to REMIC III II on account of the REMIC II Group I Regular Interests and the REMIC II Group II Regular Interests II-1-A through II-60-B or withdrawn from the Distribution Account and distributed to the Holders holders of the Class II-R-1 Certificates, as the case may be: (i) (A) from Interest Funds and Principal Funds for Subgroup II-1, in each case, determined without regard to the related clause (2)(ii) of the definitions thereof, to the holders of each of the REMIC II Regular Interests I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; and