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 and REMIC 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected Accounts, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account and the Class A-1 Interest Rate Corridor Contract). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class B-IO Interest shall constitute assets of REMIC IV. (b) On each Distribution Date, the Interest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) to the holders of the REMIC I Regular Interests, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I 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 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 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) from the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows: (1) 98.00% 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; (2) 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 Certificates for the Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, 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; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (c) On each Distribution Date, the Interest 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 Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates: (i) to the holders of the REMIC II Regular Interests, in the same manner and priority as paid to the Corresponding Certificates and, in the case of REMIC II Regular Interest B-IO, to the Class B-IO Interest, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IO, the REMIC II Regular Interest B-IO 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, 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, and any remaining amount to the Holders of the Class R-2 Certificates. (d) 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 an amount equal to the then current Certificate Notional Amount of the Class A-2 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interests, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class A-1 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 in excess of, or less than, the amounts specified in the foregoing 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 in Section 5.09. (e) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (F) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class B-IO Distribution Amount distributable to the Class B-IO Interest.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III III, REMIC IV and REMIC IV 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 and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected AccountsAccount, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, any Prepayment Charge Waiver Amounts and, for the Class A-1/A-2 Net WAC Reserve avoidance of doubt, the Supplemental Interest Trust, the Swap Agreement, the Swap Account and any rights or obligations in respect of the Class A-1 Interest Rate Corridor ContractSwap Administration Agreement). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class B-C Interest shall constitute the assets of REMIC IV. The Class IO Interest shall constitute the assets of REMIC IV.V. (b1) On each Distribution Date, the Interest Funds and Principal Fundsfollowing amounts, in the following order of priority, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests I-1-A through I-45-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 REMIC I Regular InterestsInterests I-1-A through I-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 distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC I Regular Interests I-1-A through I-45-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. (2) 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, 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) 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 remaining after the distributions 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 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 I II Regular Interest ZZ shall be reduced and deferred when the REMIC I II Overcollateralization Amount is less than the REMIC I II Required Overcollateralization Target Amount Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC I II Regular Interest for which a REMIC II Regular Interest Class A, Class M or Class B Certificate is the Corresponding Interest Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the Corresponding Interestseach such REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC I II Regular Interest ZZ shall be increased by such amount; (iiiii) from to the holders of REMIC II Regular Interests (other than REMIC II Regular Interest IO) the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution distributions made pursuant to clause clauses (i) and (ii) above, allocated as follows: (1A) 98.0098% of such remainder to the holders of REMIC I II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I II Regular Interest is reduced to zero; (B) 2) 2.00% of such remainder, first, to the holders of each REMIC I II Regular Interest for which a REMIC II Regular Interest Class A, Class M or Class B Certificate is the Corresponding Interest, Certificate in an aggregate amount equal to 1.001% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for the Corresponding Interestseach such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC I II Regular Interests are reduced to zero, ; and second, to the holders of REMIC I II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC I II Regular Interest is reduced to zero; andthen (iiiC) any remaining amount to the Holders of the Class R-1 Certificates. (c) On each Distribution Date, the Interest 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 Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates: (i) to the holders of the REMIC II Regular Interests, in the same manner and priority as paid to the Corresponding Certificates and, in the case of REMIC II Regular Interest B-IO, to the Class B-IO Interest, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IO, the REMIC II Regular Interest B-IO 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, 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, and any remaining amount to the Holders of the Class R-2 Certificates; and (iv) to the holders of REMIC II Regular Interests (other than REMIC II Regular Interest IO), pro rata, 100% of the Prepayment Charges deemed distributed on REMIC I Regular Interests. (d) 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 an amount equal to the then current Certificate Notional Amount of the Class A-2 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interests, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class A-1 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 in excess of, or less than, the amounts specified in the foregoing 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 in Section 5.09. (e) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (FG) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class B-IO C Distribution Amount distributable to the Class B-C Interest. (e) On each Distribution Date, 100% of the Prepayment Charges deemed distributed on the REMIC II Regular Interests shall be deemed distributed by 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 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 to the Supplemental Interest Trust.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III and REMIC 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected AccountsAccount, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account and the Class A-1 Interest Rate Corridor Contract). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests Class CE Interest shall constitute the assets of REMIC III. The III and the Class B-IO P Interest shall constitute the assets of REMIC IV. (b1) On each Distribution Date, the Interest Funds and Principal Fundsfollowing amounts, in the following order of priority, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders holders of the Class R-1 Certificates, as the case may be: (i) to the holders Holders of the each REMIC I Regular InterestsInterest (other than REMIC I Regular Interests 1A, pro rata1B, in 2X, 0X, XX xxx X) XXX XXXX, xn an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I 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 I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Required Overcollateralization Target Amount Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Uncertificated Accrued Interest Deferral Amount, Amount and such amount will be payable to the holders Holders of each REMIC I Regular Interest for which a I-A-1, REMIC II I Regular Interest is the Corresponding I-A-2, REMIC I Regular Interest I-A-3, REMIC I Regular Interest II-A-1, REMIC I Regular Interest II-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 and REMIC I Regular Interest M-7 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the Corresponding Interests, 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 in respect thereof remaining unpaid from previous Distribution Dates; (iii) to the Holders of REMIC I Regular Interests (other than REMIC I Regular Interests 1A, 1B, 2X, 0X, XX xxx X) xx xx xxxxxt 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: (1A) 98.0098% of such remainder to the holders Holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2) 2.00% of such remainder, first, to the holders Holders of each REMIC I Regular Interest for which a I-A-1, REMIC II I Regular Interest is the Corresponding InterestI-A-2, REMIC I Regular Interest I-A-3, REMIC I Regular Interest II-A-1, REMIC I Regular Interest II-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 and REMIC I Regular Interest M-7, in an aggregate amount equal to 1.001% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for the Corresponding InterestsCertificates, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, ; and second, to the holders Holders of REMIC I Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; andthen (iiiC) any remaining amount to the Holders of the Class R-1 Certificates; (iv) to the 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, 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 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. (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of the Class P Interest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by in respect of REMIC II to I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC III on account I 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 I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders Interest P in reduction of the Class R-2 Certificates: (i) to the holders of the REMIC II Regular Interests, in the same manner and priority as paid to the Corresponding Certificates and, in the case of REMIC II Regular Interest B-IO, to the Class B-IO Interest, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IO, the REMIC II Regular Interest B-IO 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, 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, and any remaining amount to the Holders of the Class R-2 CertificatesBalance thereof. (d) 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 an amount equal to the then current Certificate Notional Amount of the Class A-2 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interests, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class A-1 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 in excess of, or less than, the amounts specified in the foregoing 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 in Section 5.09. (e) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C5.04(a)(4)(C), (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 IV in respect of the Class B-IO Distribution Amount distributable to the Class B-IO P Interest.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III III, REMIC IV and REMIC IV 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 and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected Accounts, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account Fund and the Class A-1 Interest Rate Corridor Contractany Prepayment Charge Waiver Amounts). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class B-IO C Interest shall constitute assets of REMIC IV.. The Class P Interest shall constitute assets of REMIC V. (b) On each Distribution Date, the Interest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests (other than REMIC I Regular Interest P) 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 REMIC I Regular InterestsInterests (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 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 Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount 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 Interest, allocated in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the such Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) from the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows: (1A) 98.00% 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; (2B) 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 the such Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, 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; and (iiiC) any remaining amount to the Holders of the Class R-1 Certificates. (c) On each Distribution Date, all amounts representing Prepayment Charges shall be deemed distributed 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 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. (d) On each Distribution Date, the Interest 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 Regular Interests (other than REMIC II Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates, as the case may be: (i) to the holders of the REMIC II Regular InterestsInterests (other than REMIC II Regular Interest P), in the same manner and priority as paid to the Corresponding Certificates and, in the case of REMIC II Regular Interest B-IOC, as paid to the Class B-IO C Interest, (A) , the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IOC, the REMIC II Regular Interest B-IO C Distribution Amount) for such Distribution Date, plus (B) plus any amounts in respect thereof remaining unpaid from previous Distribution Dates; and (ii) to the holders of the REMIC II Regular InterestsInterests (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, and any remaining amount to the Holders of the Class R-2 Certificates. (d) 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 an amount equal to the then current Certificate Notional Amount of the Class A-2 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interests, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class A-1 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 in excess of, or less than, the amounts specified in the foregoing 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 in Section 5.09. (e) On each Distribution Date, an amount equal 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 amounts distributed pursuant to Sections 5.04(a)(3)(C)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, (D) and (F) on such date $100 shall be deemed distributed from REMIC III to REMIC IV in respect of REMIC II Regular Interest P in reduction of the Class B-IO Distribution Amount distributable to the Class B-IO InterestUncertificated Principal Balance thereof.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III and REMIC 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected AccountsAccount, the Class P Certificate Account, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account and the Class A-1 Interest Rate Corridor Contract). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests Class C Interest shall constitute the assets of REMIC III. The Class B-IO P Interest shall constitute the assets of REMIC IV. (b1) On each Distribution Date, the Interest Funds and Principal Fundsfollowing amounts, in the following order of priority, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) to the holders of the each REMIC I Regular Interests, pro rata, Interest in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I 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 I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Required Overcollateralization Target Amount Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the holders of each REMIC I Regular Interest for which a A-1, REMIC II I Regular Interest is the Corresponding A-2, REMIC I Regular Interest A-3, 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 B-1, REMIC I Regular Interest B-2, REMIC I Regular Interest B-3 and REMIC I Regular Interest B-4 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the Corresponding InterestsCertificates, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) from to the holders of REMIC I Regular Interests the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution distributions made pursuant to clause (i) above, allocated as follows: (1A) 98.0098% 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) 2.00% of such remainder, first, to the holders of each REMIC I Regular Interest for which a A-1, REMIC II I Regular Interest is the Corresponding InterestA-2, REMIC I Regular Interest A-3, 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 B-1, REMIC I Regular Interest B-2, REMIC I Regular Interest B-3 and REMIC I Regular Interest B-4 in an aggregate amount equal to 1.001% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for the Corresponding Interestseach such REMIC I Regular Interest, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, ; 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; and (iiiC) any remaining amount to the Holders of the Class R-1 Certificates. (c2) On each Distribution Date, amounts representing Prepayment Charges on the Interest 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 Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates: (i) to the holders of the REMIC II Regular Interests, in the same manner and priority as paid to the Corresponding Certificates and, in the case of REMIC II Regular Interest B-IO, to the Class B-IO Interest, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IO, the REMIC II Regular Interest B-IO 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, 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, and any remaining amount to the Holders of the Class R-2 Certificates. (d) 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 an amount equal to the then current Certificate Notional Amount of the Class A-2 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interests, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class A-1 Certificates Mortgage loans shall be deemed distributed to the REMIC I Regular Interest P, provided that such amounts shall not reduce the ownership Uncertificated Principal Balance of which is represented by such Certificates REMIC I 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 I Regular Interest P in reduction of the related principal balance Uncertificated Principal Balance thereof. Any amounts received on each Distribution Date by Holders of the Class A Certificates in excess of, or less than, the amounts specified in the foregoing 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 in Section 5.09. (ec) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(Cclauses (C), (D) and (F) of Section 5.04(a)(3) on such date shall be deemed distributed from REMIC II to REMIC III in respect of the Class C Distribution Amount distributable to the Class C Interest. (d) 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 IV in respect of the Class B-IO Distribution Amount distributable to the Class B-IO P Interest.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III and REMIC 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected AccountsAccount, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account and the Class A-1 Interest Rate Corridor Contract). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests Class CE Interest shall constitute the assets of REMIC III. The III and the Class B-IO P Interest shall constitute the assets of REMIC IV. (b1) On each Distribution Date, the Interest Funds and Principal Fundsfollowing amounts, in the following order of priority, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders holders of the Class R-1 Certificates, as the case may be: (i) to the holders Holders of the REMIC I Regular InterestsInterest AA, pro REMIC Regular Interest 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 each such REMIC I 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 I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Required Overcollateralization Target Amount Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Uncertificated Accrued Interest Deferral Amount, Amount and such amount will be payable to the holders Holders of each REMIC I Regular Interest for which a A, REMIC II I Regular Interest is the Corresponding 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 Extra Principal Distribution Overcollateralization Increase Amount is allocated to the Corresponding Certificates for the Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) from 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 such Distribution Date after the distribution distributions made pursuant to clause (i) above, allocated as follows: (1A) 98.0098% of such remainder to the holders Holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2) 2.00% of such remainder, first, to the holders Holders of each REMIC I Regular Interest for which a A, REMIC II I Regular Interest is the Corresponding InterestM-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 1.001% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for the Corresponding InterestsCertificates, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, ; and second, to the holders Holders of REMIC I Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; andthen (iiiC) any remaining amount to the Holders of the Class R-1 Certificates.; (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of the Class P Interest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by in respect of REMIC II to I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC III on account I 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 I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders Interest P in reduction of the Class R-2 Certificates: (i) to the holders of the REMIC II Regular Interests, in the same manner and priority as paid to the Corresponding Certificates and, in the case of REMIC II Regular Interest B-IO, to the Class B-IO Interest, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IO, the REMIC II Regular Interest B-IO 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, 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, and any remaining amount to the Holders of the Class R-2 CertificatesBalance thereof. (d) 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 an amount equal to the then current Certificate Notional Amount of the Class A-2 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interests, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class A-1 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 in excess of, or less than, the amounts specified in the foregoing 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 in Section 5.09. (e) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (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 IV in respect of the Class B-IO Distribution Amount distributable to the Class B-IO P Interest.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, II and REMIC III and REMIC 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. . (i) The assets of REMIC I shall include consist of: (A) each Mortgage Loan and the related Mortgage Files and collateral securing the Mortgage Loans; (B) all payments on and collections in respect of the 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 interest owing in respect proceeds of clauses (A) through (D) above, and principal due thereon, shall not include the Distribution Account, the Protected Accounts, any REO Property, Yield Maintenance Agreement or any proceeds thereof. (ii) The assets of REMIC II shall consist of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account and the Class A-1 Interest Rate Corridor Contract). The REMIC I Regular Interests shall constitute the and any proceeds thereof. (iii) The assets of REMIC II. The III shall consist of the REMIC II Regular Interests shall constitute the assets of REMIC III. The Class B-IO Interest shall constitute assets of REMIC IVand any proceeds thereof. (bc) On each Distribution Date, the Interest Funds and Principal Funds, in Trustee shall cause the following order of priority, shall REMIC I Distribution Amount to be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 CertificatesA-R Certificates in respect of Component I thereof, as the case may be: (i) to the holders of the REMIC I Regular Interests, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts and with the priorities set forth in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect the definition 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 Distribution 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 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) from the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows: (1) 98.00% 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; (2) 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 Certificates for the Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, 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; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (c) . On each Distribution Date, the Interest Funds and Principal Funds, in Trustee shall cause the following order of priority, shall REMIC II Distribution Amount to be deemed 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: (i) to A-R Certificates in respect of Component II thereof, as the holders of the REMIC II Regular Interestscase may be, in the same manner amounts and priority as paid to with the Corresponding Certificates and, priorities set forth in the case definition of REMIC II Regular Interest B-IO, to the Class B-IO Interest, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IO, the REMIC II Regular Interest B-IO 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, 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, and any remaining amount to the Holders of the Class R-2 Certificates. (d) 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 Trustee shall be deemed to receive (x) accrued interest at distribute to Certificateholders as the related Uncertificated holders of the REMIC III Pass-Through Rate on an amount equal to Interests, 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 an amount equal to the then current Certificate Notional Amount of the Class A-2 Certificates and (y) any amounts Distribution Amount, in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interests, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class A-1 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 in excess of, or less than, the amounts specified and with the priorities set forth in the foregoing for the Regular Interests the ownership definition 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 in Section 5.09REMIC III Distribution Amount. (e) On each Notwithstanding the deemed distributions described in this Section 4.07, distributions of funds from the Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (F) on such date Account shall be deemed distributed from REMIC III to REMIC IV made only in respect of the Class B-IO Distribution Amount distributable to the Class B-IO Interestaccordance with Section 4.02.

REMIC Designations and REMIC Distributions. (a) The For federal income tax purposes, the Trustee shall treat the Trust as consisting of the ES Trust and the Trust REMIC, which is situated beneath the ES Trust, all as further described herein, and on behalf of the Trust Fund, shall cause the Trust REMIC to timely elect that each of REMIC I, REMIC II, REMIC III and REMIC IV shall to 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 any trust or REMIC established hereby shall be resolved in a manner that preserves the validity of such REMIC electionselection and intended tax treatment. The assets of the Trust REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected Accounts, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account and the Class A-1 Interest Rate Corridor Contractany Prepayment Charge Waiver Amounts). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class B-IO Interest shall constitute assets of REMIC IV. (b) On each Distribution Date, the Interest Funds and Principal Available Funds, in the following order of priority, shall be deemed to be distributed by the Trust REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Certificates (other than the Class R-1 P Certificates, as ) through the case may beES Trust on account of the Trust REMIC Regular Interests (other than Trust REMIC Regular Interest P) and the Class R Interest held by the ES Trust: (i) from Interest Funds, to the holders of the Trust REMIC I Regular Interests, pro rata, in an amount equal to Interests (A) the Uncertificated Accrued Interest for each such other than Trust REMIC I Regular Interest for such Distribution Date, plus (BP) any amounts 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 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) from the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows: (1) 98.00% 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; (2) 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 Class R 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 the Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, 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; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (c) On each Distribution Date, the Interest 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 Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates: (i) to the holders of the REMIC II Regular Interests, in the same manner and priority as paid to the Corresponding Certificates andfor each such Trust REMIC Regular Interest, in the case of REMIC II Regular Interest B-IO, to the Class B-IO Interest, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IO, the REMIC II Regular Interest B-IO Distribution Amount) for such Distribution Date, plus (B) plus any amounts in respect thereof remaining unpaid from previous Distribution Dates, provided, however, that solely for purposes of the foregoing, any amounts payable on any Distribution Date to any Certificates that are the Corresponding Certificates for two or more Trust REMIC Regular Interests on such Distribution Date shall be allocable to such Trust REMIC Regular Interests on a pro rata basis; and (ii) from Principal Funds, to the holders of the Trust REMIC II Regular Interests, in an amount equal to Interests (other than Trust REMIC Regular Interest P) and the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) aboveClass R Interest, allocated in the same manner and priority as paid to the Corresponding CertificatesCertificates for each such Trust REMIC Regular Interest, and until the Uncertificated Principal Balances thereof have been reduced to zero, provided, however, that solely for purposes of the foregoing, any amounts payable on any Distribution Date to any Certificates that are the Corresponding Certificates for two or more Trust REMIC Regular Interests on such Distribution Date shall be allocable to such Trust REMIC Regular Interests on a pro rata basis; and (c) any remaining amount to the Holders holders of the Class R-2 CertificatesR Interest. (d) 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 all amounts representing Prepayment Charges shall be deemed to receive (x) accrued interest at be distributed in respect of Trust REMIC Regular Interest P, provided that such amounts shall not reduce 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 Trust REMIC Regular Interest P. On the ownership Distribution Date immediately following the expiration of which is represented by the Class A-2 Certificates latest Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 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 Notional Amount of the Class A-2 Certificates and (y) any amounts be distributed in respect thereof remaining unpaid from previous Distribution Dates for such of Trust REMIC Regular Interests, and (2) amounts distributable Interest P in reduction of the Certificate Uncertificated Principal Balance of the Class A-1 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 in excess of, or less than, the amounts specified in the foregoing 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 in Section 5.09. (e) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (F) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class B-IO Distribution Amount distributable to the Class B-IO Interest.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III III, REMIC IV and REMIC IV 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 and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected AccountsAccount, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1A-3/A-2 A-4 Net WAC Reserve Account and the Class A-1 Interest Rate Corridor Contractany Prepayment Charge Waiver Amounts). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class B-IO C Interest shall constitute assets of REMIC IV.. The Class P Interest shall constitute assets of REMIC V. (b) On each Distribution Date, the Interest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests (other than REMIC I Regular Interest P) 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 REMIC I Regular InterestsInterests (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 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 Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount 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 Interest, allocated in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the such Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) from the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows: (1A) 98.00% 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; (2B) 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 the such Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, 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; and (iiiC) any remaining amount to the Holders of the Class R-1 Certificates. (c) On each Distribution Date, all amounts representing Prepayment Charges shall be deemed distributed 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 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. (d) On each Distribution Date, the Interest 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 Regular Interests (other than REMIC II Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates, as the case may be: (i) to the holders of the REMIC II Regular InterestsInterests (other than REMIC II Regular Interest P), in the same manner and priority as paid to the Corresponding Certificates and, in the case of REMIC II Regular Interest B-IOC, as paid to the Class B-IO C Interest, (A) , the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IOC, the REMIC II Regular Interest B-IO C Distribution Amount) for such Distribution Date, plus (B) plus any amounts in respect thereof remaining unpaid from previous Distribution Dates; and (ii) to the holders of the REMIC II Regular InterestsInterests (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, and any remaining amount to the Holders of the Class R-2 Certificates. (de) 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 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-1 A-3 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, and (ii) the Regular Interest the ownership of which is represented by the Class A-2 A-4 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 Uncertificated Notional Amount of the Class A-2 Certificates for such Regular Interest for such Distribution Date, and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular InterestsInterest, and (2) amounts distributable in reduction of the Certificate Principal Balance Balances of the Class A-1 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 A-3 Certificates or Class A-4 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 foregoing 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-1A-3/A-2 A-4 Net WAC Pass-Through Amounts in Section 5.096.10. (eg) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C6.04(a)(3)(C), (D) and (F) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class B-IO C Distribution Amount distributable to the Class B-IO 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, II and REMIC III and REMIC 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected Accounts, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account and the Class A-1 Interest Rate Corridor Contractany Prepayment Charge Waiver Amounts). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class B-IO Interest shall constitute assets of REMIC IV. (b) On each Distribution Date, the Interest Funds and Principal Available Funds, in the following order of priority, shall be deemed to be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests (other than REMIC I Regular Interest P) 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 portion of the Available Funds consisting of the Class R Deposit, to the holders of the REMIC I Regular InterestsInterest R-2/R-3, as principal, in reduction of the Uncertificated Principal Balance thereof, until the reduced to zero; (ii) from the Interest Funds for each Subgroup, to the holders of each of REMIC I Regular Interest 1-Sub, REMIC I Regular Interest 1-ZZZ, REMIC I Regular Interest 2-Sub, REMIC I Regular Interest 2-ZZZ and REMIC I Regular Interest X, in each case related to such Subgroup, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I 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 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 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (iiiii) from the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) aboveeach Subgroup, allocated as follows: (1A) 98.00% 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; (2) 2.00% of such remainder, first, to the holders of each related REMIC I Regular Interest for which a ending with the designation “Sub”, so that the Uncertificated Principal Balance of each such REMIC II I Regular Interest is the Corresponding Interest, in an aggregate amount equal to 1.000.1% of and the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the same proportion as principal payments are allocated related Subgroup (other than the PO Percentage of the Stated Principal Balance of any such Mortgage Loans) over (y) the aggregate Certificate Principal Balance of the Senior Certificates in such Subgroup (other than the Class 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 the Corresponding Certificates for the Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, and such that the REMIC I Subordinated Balance Ratio is maintained); and (iv) (B) second, to the holders of each related REMIC I Regular Interest ZZ, until ending with the Uncertificated designation “ZZZ” (provided that a portion of the remaining Principal Balance of such Funds equal to the Class PO Certificate Principal Distribution Amount attributable to the Discount Mortgage Loans shall be distributed to REMIC I Regular Interest is reduced to zeroPO); and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (c) On each Distribution Date, the Interest 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 Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates: (i) to the holders of the REMIC II Regular Interests, in the same manner and priority as paid to the Corresponding Certificates and, in the case of REMIC II Regular Interest B-IO, to the Class B-IO Interest, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IO, the REMIC II Regular Interest B-IO 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, 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, and any remaining amount to the Holders of the Class R-2 Certificates. (d) 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 an amount equal to the then current Certificate Notional Amount of the Class A-2 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interests, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class A-1 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 in excess of, or less than, the amounts specified in the foregoing 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 in Section 5.09. (e) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (F) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class B-IO Distribution Amount distributable to the Class B-IO Interest.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II-A, REMIC III II-B and REMIC IV 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. . (i) The assets of REMIC I shall include consist of: (A) each Mortgage Loan in Aggregate Loan Group I and the related Mortgage Loans Files and collateral securing such Mortgage Loans; (B) all interest owing payments on and collections in respect of and principal such Mortgage Loans due thereon, after the Cut-off Date as shall be on deposit in the Certificate Account or in the Distribution Account, Account and identified as belonging to the Protected Accounts, Trust Fund; (C) any REO Property; (D) any Insurance Policy relating to such Mortgage Loans, and (E) all proceeds of clauses (A) through (D) above. (ii) The assets of REMIC II-B shall consist of: (A) each Mortgage Loan in Aggregate Loan Group II and the related Mortgage Files and collateral securing such Mortgage Loans; (B) all payments on and collections in respect of such 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 such Mortgage Loans, and (E) all proceeds of clauses (A) through (D) above. (iii) The assets of REMIC II-A shall consist of the REMIC II-B Regular Interests and any proceeds thereof. (iv) The assets of REMIC III shall consist of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account and the Class A-1 Interest Rate Corridor Contract). The REMIC I Regular Interests shall constitute and the assets of REMIC II. The REMIC II -A Regular Interests shall constitute the assets of REMIC III. The Class B-IO Interest shall constitute assets of REMIC IVand any proceeds thereof. (bi) On each Distribution Date, the Interest Funds and Principal Funds, in Trustee shall cause the following order of priority, shall REMIC II-B Distribution Amount to be deemed distributed by REMIC I II-B to REMIC II II-A on account of the REMIC I II-B Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 CertificatesA R Certificates in respect of Component II-B thereof, as the case may be: (i) to the holders of the REMIC I Regular Interests, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts and with the priorities set forth in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect the definition 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 II-B Distribution 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 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount;. (ii) from the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows: (1) 98.00% 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; (2) 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 Certificates for the Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, 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; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (c) On each Distribution Date, the Interest Funds Trustee shall cause the REMIC I Distribution Amount and Principal Funds, in the following order of priority, shall REMIC II-A Distribution Amount to be deemed distributed by REMIC II I and REMIC II-A, respectively, to REMIC III on account of the REMIC II I Regular Interests and the REMIC II-A Regular Interests, respectively, or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates: (i) to A-R Certificates in respect of Component I and Component II-A thereof, respectively, as the holders of the REMIC II Regular Interestscase may be, in the same manner amounts and priority as paid to with the Corresponding Certificates and, priorities set forth in the case definition of REMIC II Regular Interest BI Distribution Amount and REMIC II-IOA Distribution, to the Class B-IO Interest, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IO, the REMIC II Regular Interest B-IO 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, 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, and any remaining amount to the Holders of the Class R-2 Certificatesrespectively. (d) 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 Trustee shall be deemed to receive (x) accrued interest at distribute to Certificateholders as the related Uncertificated holders of the REMIC III Pass-Through Rate on an amount equal to Interests, 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 an amount equal to the then current Certificate Notional Amount of the Class A-2 Certificates and (y) any amounts Distribution Amount, in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interests, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class A-1 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 in excess of, or less than, the amounts specified and with the priorities set forth in the foregoing for the Regular Interests the ownership definition 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 in Section 5.09REMIC III Distribution Amount. (e) On each Notwithstanding the deemed distributions described in this Section 4.07, distributions of funds from the Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (F) on such date Account shall be deemed distributed from REMIC III to REMIC IV made only in respect of the Class B-IO Distribution Amount distributable to the Class B-IO Interestaccordance with Section 4.02.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, II and REMIC III and REMIC 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected AccountsAccount, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account Fund and the Class A-1 Interest Rate Corridor ContractYield Maintenance Agreements). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class B-IO Interest shall constitute assets of REMIC IV. (b) On each Distribution Date, the Interest Funds and Principal Funds, in Trustee shall cause the following order of priority, shall REMIC I Distribution Amount to be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders holders of the Class R-1 Certificates, as the case may be: (i) to the holders of the REMIC I Regular Interests, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts and with the priorities set forth in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect the definition 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 Distribution 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 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) from the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows: (1) 98.00% 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; (2) 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 Certificates for the Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, 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; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (c) On each Distribution Date, the Interest Funds and Principal Funds, in Trustee shall cause the following order of priority, shall REMIC II Distribution Amount to be deemed 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 holders of the Class R-2 Certificates: (i) to , as the holders of the REMIC II Regular Interestscase may be, in the same manner amounts and priority as paid to with the Corresponding Certificates and, priorities set forth in the case definition of REMIC II Regular Interest B-IO, to the Class B-IO Interest, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IO, the REMIC II Regular Interest B-IO 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, 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, and any remaining amount to the Holders of the Class R-2 Certificates. (d) On each Notwithstanding the deemed distributions on the REMIC I Regular Interests and the REMIC II Regular Interests described in Section 5.03 and this Section 5.06, distributions of funds from the Distribution Date, for federal income tax purposes, (1) (i) the Regular Interest the ownership of which is represented by the Class A-1 Certificates Account 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 an amount equal to the then current Certificate Notional Amount of the Class A-2 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interests, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class A-1 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 in excess of, or less than, the amounts specified in the foregoing for the Regular Interests the ownership of which is represented by such Certificates shall be treated made only in accordance with the provisions relating to Class A-1/A-2 Net WAC Pass-Through Amounts in Section 5.095.04. (e) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (F) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class B-IO Distribution Amount distributable to the Class B-IO Interest.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, II and REMIC III and REMIC 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Protected AccountsAccount, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account and the Class A-1 Interest Rate Corridor Contract). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class B-IO Interest shall constitute assets of REMIC IV. (b) On each Distribution Date, the Interest Funds and Principal Funds, in Securities Administrator shall cause the following order of priority, shall REMIC I Distribution Amount to be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders holders of the Class R-1 Certificates, as the case may be: (i) to the holders of the REMIC I Regular Interests, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts and with the priorities set forth in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect the definition 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 Distribution 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 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) from the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows: (1) 98.00% 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; (2) 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 Certificates for the Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, 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; and (iii) any remaining amount to the Holders of the Class R-1 Certificates. (c) On each Distribution Date, the Interest Funds and Principal Funds, in Securities Administrator shall cause the following order of priority, shall REMIC II Distribution Amount to be deemed 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 holders of the Class R-2 Certificates: (i) to , as the holders of the REMIC II Regular Interestscase may be, in the same manner amounts and priority as paid to with the Corresponding Certificates and, priorities set forth in the case definition of REMIC II Regular Interest B-IO, to the Class B-IO Interest, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IO, the REMIC II Regular Interest B-IO 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, 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, and any remaining amount to the Holders of the Class R-2 Certificates. (d) On each Notwithstanding the deemed distributions on the REMIC I Regular Interests and REMIC II Regular Interests described in Section 6.03 and this Section 6.06, distributions of funds from the Distribution Date, for federal income tax purposes, (1) (i) the Regular Interest the ownership of which is represented by the Class A-1 Certificates Account 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 an amount equal to the then current Certificate Notional Amount of the Class A-2 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interests, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class A-1 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 in excess of, or less than, the amounts specified in the foregoing for the Regular Interests the ownership of which is represented by such Certificates shall be treated made only in accordance with the provisions relating to Class A-1/A-2 Net WAC Pass-Through Amounts in Section 5.096.04. (e) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (F) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class B-IO Distribution Amount distributable to the Class B-IO Interest.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III III, REMIC IV and REMIC IV 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 and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected Accounts, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account Fund and the Class A-1 Interest Rate Corridor Contractany Prepayment Charge Waiver Amounts). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class B-IO C Interest shall constitute assets of REMIC IV.. The Class P Interest shall constitute assets of REMIC V. (b) On each Distribution Date, the Interest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests (other than REMIC I Regular Interest P) 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 REMIC I Regular InterestsInterests (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 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 Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount 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 Interest, allocated in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the such Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) from the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows: (1A) 98.00% 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; (2B) 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 the such Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, 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; and (iiiC) any remaining amount to the Holders of the Class R-1 Certificates. (c) On each Distribution Date, all amounts representing Prepayment Charges shall be deemed distributed 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 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. (d) On each Distribution Date, the Interest 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 Regular Interests (other than REMIC II Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates, as the case may be: (i) to the holders of the REMIC II Regular InterestsInterests (other than REMIC II Regular Interest P), in the same manner and priority as paid to the Corresponding Certificates and, in the case of REMIC II Regular Interest B-IOC, as paid to the Class B-IO C Interest, (A) , the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IOC, the REMIC II Regular Interest B-IO C Distribution Amount) for such Distribution Date, plus (B) plus any amounts in respect thereof remaining unpaid from previous Distribution Dates; and (ii) to the holders of the REMIC II Regular InterestsInterests (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, and any remaining amount to the Holders of the Class R-2 Certificates. (de) On each Distribution Date, for federal income tax purposes, (1) (i) the all amounts representing Prepayment Charges distributed in respect of REMIC I Regular Interest the ownership of which is represented by the Class A-1 Certificates P shall be deemed to receive (x) accrued interest at be distributed in respect of REMIC II Regular Interest P, provided that such amounts shall not reduce 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 REMIC II Regular Interest P. On the ownership Distribution Date immediately following the expiration of which is represented by the Class A-2 Certificates latest Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 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 Notional Amount of the Class A-2 Certificates and (y) any amounts distributed in respect thereof remaining unpaid from previous Distribution Dates for such of REMIC II Regular Interests, and (2) amounts distributable Interest P in reduction of the Certificate Uncertificated Principal Balance of the Class A-1 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 in excess of, or less than, the amounts specified in the foregoing 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 in Section 5.09. (ef) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C6.04(a)(3)(D), (DE) and (FG) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class B-IO C Distribution Amount distributable to on the Class B-IO C Interest. (g) 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 III, REMIC IV and REMIC IV 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 and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected Accounts, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account and Account, the Class A-1 Interest Rate Corridor ContractContract and any Prepayment Charge Waiver Amounts). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class B-IO C Interest shall constitute assets of REMIC IV.. The Class P Interest shall constitute assets of REMIC V. (b) On each Distribution Date, the Interest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests (other than REMIC I Regular Interest P) 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 REMIC I Regular InterestsInterests (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 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 Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount 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 Interest, allocated in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the such Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) from the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows: (1A) 98.00% 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; (2B) 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 Certificates for the such Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, 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 zerozero ; and (iiiC) any remaining amount to the Holders of the Class R-1 Certificates. (c) On each Distribution Date, all amounts representing Prepayment Charges shall be deemed distributed 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 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. (d) On each Distribution Date, the Interest 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 Regular Interests (other than REMIC II Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates, as the case may be: (i) to the holders of the REMIC II Regular InterestsInterests (other than REMIC II Regular Interest P), in the same manner and priority as paid to the Corresponding Certificates and, in the case of REMIC II Regular Interest B-IOC, as paid to the Class B-IO C Interest, (A) , the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IOC, the REMIC II Regular Interest B-IO C Distribution Amount) for such Distribution Date, plus (B) plus any amounts in respect thereof remaining unpaid from previous Distribution Dates; and (ii) to the holders of the REMIC II Regular InterestsInterests (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, and any remaining amount to the Holders of the Class R-2 Certificates. (de) 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, and (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 an amount equal to the then current Certificate Uncertificated Notional Amount of the Class A-2 Certificates for such Regular Interest for such Distribution Date and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular InterestsInterest, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class A-1 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 foregoing 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 in Section 5.096.11. (eg) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C6.04(a)(3)(D), (DE) and (FG) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class B-IO C Distribution Amount distributable to on the Class B-IO 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, II and REMIC III and REMIC 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected AccountsAccount, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account Swap Agreement and the Class A-1 Interest Rate Corridor ContractSwap Account). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class B-IO Interest shall constitute assets of REMIC IV. (b1) On each Distribution Date, the Interest Funds and Principal Fundsfollowing amounts, in the following order of priority, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests I-1-A through I-40-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 each REMIC I Regular InterestsInterest I-1-A through I-40-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, payments of principal shall be allocated as follows: to REMIC I Regular interests I-1-A through I-40-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. (1) On each Distribution Date, the following amounts, 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) 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 remaining after the distributions pursuant to clause (i), to the holders of each REMIC II Regular Interest (other than REMIC II Regular Interests 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. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I II Regular Interest ZZ shall be reduced and deferred when the REMIC I II Overcollateralization Amount is less than the REMIC I II Required Overcollateralization Target Amount Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Uncertificated Accrued 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 A, 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 B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3 and REMIC II Regular Interest B-4 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the Corresponding InterestsCertificates, and the Uncertificated Principal Balance of REMIC I II Regular Interest ZZ shall be increased by such amount; (iiiii) from to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO) the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution distributions made pursuant to clause clauses (i) and (ii) above, allocated as follows: (1A) 98.0098% of such remainder to the holders of REMIC I II Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I II Regular Interest is reduced to zero; (B) 2) 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 InterestA, 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 B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3 and REMIC II Regular Interest B-4 in an aggregate amount equal to 1.001% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for the Corresponding Interestseach such REMIC II Regular Interest, until the Uncertificated Principal Balances of such REMIC I II Regular Interests are reduced to zero, ; and second, to the holders of REMIC I II Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC I II Regular Interest is reduced to zero; andthen (iiiC) any remaining amount to the Holders of the Class R-1 Certificates. (c) On each Distribution Date, the Interest 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 Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates: (i) to the holders of the REMIC II Regular Interests, in the same manner and priority as paid to the Corresponding Certificates and, in the case of REMIC II Regular Interest B-IO, to the Class B-IO Interest, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IO, the REMIC II Regular Interest B-IO 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, 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, and any remaining amount to the Holders of the Class R-2 Certificates. (d) 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 an amount equal to the then current Certificate Notional Amount of the Class A-2 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interests, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class A-1 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 in excess of, or less than, the amounts specified in the foregoing 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 in Section 5.09. (e) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 5.04(a)(3)(C), (D) and (F) on such date shall be deemed distributed from REMIC III to REMIC IV the Class C Certificates in respect of the Class B-IO C Distribution Amount distributable to the Class B-IO InterestAmount.

REMIC Designations and REMIC Distributions. (a) The Trustee shall elect that each of REMIC I, REMIC II, II and REMIC III and REMIC 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 Mortgage Loans and all interest owing in respect of and principal due thereon, the funds in the Distribution Account, the Master Servicer Collection Account, the Class P Certificate Account and the Protected AccountsAccounts maintained by the Company and the Servicers, any REO Property, any proceeds of the foregoing and any other assets related to the Mortgage Loans subject to this Agreement (other than the Pre-Funding Account, the Interest Coverage Account, the Corridor Contract and the Corridor Contract Reserve Fund, the Class A-1/A-2 Net WAC Reserve Account and the Class A-1 Interest Rate Corridor Contract). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class B-IO Interest shall constitute assets of REMIC IV. (b) On each Distribution Date, the Interest Funds and Principal Available Funds, in the following order of prioritypriority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) to the holders of the REMIC I Regular InterestsInterest 1-Sub, REMIC I Regular Interest 1-ZZZ, REMIC I Regular Interest 2-Sub, REMIC I Regular Interest 2-ZZZ and REMIC I Regular Interest X, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I 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 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 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for the Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) from to the extent of the remainder of the Interest Funds and Principal Available Funds for such Distribution Date after the distribution distributions made pursuant to clause (i) above, to the Class R-1 Certificates, REMIC I Regular Interest R-2 and REMIC I Regular Interest R-3, pro rata, as principal, in reduction of the Certificate Principal Balance and Uncertificated Principal Balances, as applicable, thereof, until the Certificate Principal Balance and Uncertificated Principal Balances, as applicable, thereof have been reduced to zero; (iii) the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (1A) 98.00% of such remainder first, to the holders of each REMIC I Regular Interest AAending with the designation “Sub,” the portion of such remainder from the related Subgroup, until so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced equal to zero; (2) 2.000.1% of such remainder, first, the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Subgroup (other than the principal balance attributable to the holders Class PO Certificates) over (y) the aggregate Certificate Principal Balance of each REMIC I Regular Interest for which the Senior Certificates in such Subgroup (other than the Class PO Certificates and the Class R Certificates) (except that if any such excess is a REMIC II Regular Interest is the Corresponding Interest, in an aggregate amount equal to 1.00% of and larger number than in the same proportion as principal payments are allocated preceding distribution period, the least amount of funds shall be distributed to the Corresponding Certificates for the Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, and such that the REMIC I Subordinated Balance Ratio is maintained); and (B) second, any remaining funds from each Subgroup to the holders of related REMIC I Regular Interest ZZ, until ending with the Uncertificated designation “ZZZ” (provided that a portion of the remaining funds equal to the Class PO Certificate Principal Balance of such Distribution Amount attributable to the Discount Mortgage Loans shall be distributed to REMIC I Regular Interest is reduced to zeroPO); and (iiiiv) any remaining amount after the distributions pursuant to clauses (i), (ii) and (iii) above, to the Holders of the Class R-1 Certificates. (c) On each Distribution Date, all amounts representing Prepayment Charges shall be deemed distributed in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest Funds and P. On the Distribution Date in November 2010, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (d) On each Distribution Date, the 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 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: (i) to the holders of the REMIC II Regular InterestsInterests (other than REMIC II Regular Interest P, REMIC II Regular Interest PO, REMIC II Regular Interest A-6 and REMIC II Regular Interest R-3) in the same manner and priority as paid to the Corresponding Certificates and, in the case of REMIC II Regular Interest B-IO, to the Class B-IO InterestCertificates, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest B-IO, the REMIC II Regular Interest B-IO Distribution Amount) for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the extent of the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, to the Class R-2 Certificates and REMIC II Regular Interest R-3, 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; and (iiiii) to the holders of the REMIC II Regular InterestsInterests (other than REMIC II Regular Interest P and REMIC II Regular Interest R-3), in an amount equal to the remainder of the Interest Funds and Principal Available Funds for such Distribution Date after the distribution distributions made pursuant to clause clauses (i) and (ii) above, allocated in the same manner and priority as paid to the Corresponding Certificates, and any remaining amount to the Holders of the Class R-2 Certificates. (d) 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 an amount equal to the then current Certificate Notional Amount of the Class A-2 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interests, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class A-1 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 in excess of, or less than, the amounts specified in the foregoing 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 in Section 5.09. (e) On each Distribution Date, an amount equal to the all amounts representing Prepayment Charges distributed pursuant to Sections 5.04(a)(3)(C), (D) and (F) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class B-IO P Certificates shall be deemed 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 Amount distributable to Date in November 2010, $100 shall be deemed distributed in respect of REMIC II Regular Interest P in reduction of the Class B-IO InterestUncertificated Principal Balance thereof.