Common use of Designation of Interests in REMICs Clause in Contracts

Designation of Interests in REMICs. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V (which, together with the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges and the Interest Rate Cap Agreements constitute the Trust) 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 V shall include the Mortgage Loans (net of the Prepayment Charges), the Accounts (other than the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account and the Interest Rate Cap Agreements), any REO Property, and any proceeds of the foregoing. The REMIC V Regular Interests (as defined below) shall constitute the assets of REMIC IV, the REMIC IV Regular Interests (as defined below) shall constitute the assets of REMIC III, the REMIC III Regular Interests (as defined below) shall constitute the assets of REMIC II, and the REMIC II Regular Interests (as defined below) shall constitute the assets of REMIC I. The Interest Rate Cap Agreements, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges and the Net Rate Cap Fund shall not be assets of any REMIC. (b) The following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of REMIC V Interests. Each such class, other than the Class R-5, is hereby designated as a class of regular interests in REMIC V (the “REMIC V Regular Interests”), and Class R-5 is hereby designated as the sole class of residual interest in REMIC V, for purposes of the REMIC Provisions. Only Class R-5 shall be certificated and the other classes shall be uncertificated and shall be held as assets of REMIC IV.

Designation of Interests in REMICs. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V III (which, together with the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges Account and the Interest Rate Cap Agreements Agreement constitute the Trust) 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 V III shall include the Mortgage Loans (net of the Prepayment Charges)Loans, the Accounts (other than the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account and the Interest Rate Cap AgreementsAgreement), any REO Property, and any proceeds of the foregoing. The REMIC V Regular Interests (as defined below) shall constitute the assets of REMIC IV, the REMIC IV Regular Interests (as defined below) shall constitute the assets of REMIC III, the REMIC III Regular Interests (as defined below) ), other than the Class P Certificates, shall constitute the assets of REMIC II, and the REMIC II Regular Interests (as defined below) shall constitute the assets of REMIC I. The Interest Rate Cap AgreementsAgreement, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges Account and the Net Rate Cap Fund shall not be assets of any REMIC. (b) The following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of REMIC V III Interests. Each such class, other than the Class R-5R-3, is hereby designated as a class of regular interests in REMIC V III (the “REMIC V III Regular Interests”), and Class R-5 R-3 is hereby designated as the sole class of residual interest in REMIC VIII, for purposes of the REMIC Provisions. Only Class R-5 P and Class R-3 shall be certificated and the other classes shall be uncertificated and shall be held as assets of REMIC IVII. Class Designation REMIC III Interest Rate Initial Class Principal Amount Class III-A (1) $351,808,720.76 Class III-AIO-1 (1) $ 218,767.00 Class III-AIO-2 (1) $ 325,700.00 Class III-AIO-3 (1) $ 387,116.00 Class III-AIO-4 (1) $ 445,292.00 Class III-AIO-5 (1) $ 503,264.00 Class III-AIO-6 (1) $ 561,031.00 Class III-AIO-7 (1) $ 617,087.00 Class III-AIO-8 (1) $ 672,943.00 Class III-AIO-9 (1) $ 724,084.00 Class III-AIO-10 (1) $ 12,614,742.00 Class III-AIO-11 (1) $ 588,534.00 Class III-AIO-12 (1) $ 599,832.00 Class III-AIO-13 (1) $ 596,432.00 Class III-AIO-13 (1) $ 593,059.00 Class III-AIO-15 (1) $ 589,610.00 Class III-AIO-16 (1) $ 587,587.00 Class III-AIO-17 (1) $ 582,485.00 Class III-AIO-18 (1) $ 580,305.00 Class III-AIO-19 (1) $ 575,048.00 Class III-AIO-20 (1) $ 571,212.00 Class III-AIO-21 (1) $ 567,296.00 Class III-AIO-22 (1) $ 563,303.00 Class III-AIO-23 (1) $ 556,237.00 Class III-AIO-24 (1) $ 9,149,305.00 Class III-AIO-25 (1) $ 328,306.00 Class III-AIO-26 (1) $ 323,960.00 Class III-AIO-27 (1) $ 321,042.00 Class III-AIO-28 (1) $ 316,591.00 Class III-AIO-29 (1) $ 313,563.00 Class III-AIO-30 (1) $ 11,291,787.00 Class P (2) 0.00% $ 100.00 Class R-3 (3) (3) (1) The interest rate with respect to any Distribution Date (and the related Interest Period) for each of these REMIC III Regular Interests is a per annum rate equal to the weighted average of the Net Loan Rates of the Mortgage Loans minus the Premium Amount Percentage in effect for such Distribution Date. (2) The Class P Certificates shall be entitled to receive all Prepayment Charges collected with respect to the Mortgage Loans. Such Prepayment Charges shall not be available for distribution with respect to any other Class of REMIC III Regular Interests and shall not be applied in reduction of the Class P Class Principal Balance. The Class P Certificates shall be entitled to a principal payment in an amount equal to the Class P Deposit on the Class P Principal Distribution Date and shall be entitled to Prepayment Charges for each Distribution Date until the Class P Principal Distribution Date following the date on which there are no Mortgage Loans to which a Prepayment Charge would apply remaining in the Trust. (3) The Class R-3 Certificate is the sole class of residual interest in REMIC III. It does not have an interest rate or a principal balance. On each Distribution Date, Available Funds remaining after all distributions with respect to the other REMIC III Interests have been made in the manner described below shall be distributed with respect to the Class R-3

Designation of Interests in REMICs. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV I and REMIC V II (which, together with the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges and the Group I Interest Rate Cap Agreements Agreement constitute the Trust) 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 V II shall include the Mortgage Loans (net of the Prepayment Charges), the Accounts (other than the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account Fund and the Group I Interest Rate Cap AgreementsAgreement), any REO Property, and any proceeds of the foregoing. The REMIC V Regular Interests (as defined below) shall constitute the assets of REMIC IV, the REMIC IV Regular Interests (as defined below) shall constitute the assets of REMIC III, the REMIC III Regular Interests (as defined below) shall constitute the assets of REMIC II, and the REMIC II Regular Interests (as defined below) shall constitute the assets of REMIC I. The Interest Rate Cap AgreementsPrepayment Charges, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges and the Net Rate Cap Fund and the Group I Interest Rate Cap Agreement shall not be assets of any REMIC. (b) The following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of REMIC V II Interests. Each such class, other than the Class R-5R-2, is hereby designated as a class of regular interests in REMIC V II (the “REMIC V II Regular Interests”), and Class R-5 R-2 is hereby designated as the sole class of residual interest in REMIC VII, for purposes of the REMIC Provisions. Only Class R-5 R-2 shall be certificated and the other classes shall be uncertificated and shall be held as assets of REMIC IV.I.

Designation of Interests in REMICs. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V III (which, together with the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges Account and the Interest Rate Cap Agreements Agreement constitute the Trust) 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 V III shall include the Mortgage Loans (net of the Prepayment Charges)Loans, the Accounts (other than the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account and the Interest Rate Cap AgreementsAgreement), any REO Property, and any proceeds of the foregoing. The REMIC V Regular Interests (as defined below) shall constitute the assets of REMIC IV, the REMIC IV Regular Interests (as defined below) shall constitute the assets of REMIC III, the REMIC III Regular Interests (as defined below) ), other than the Class P Certificates, shall constitute the assets of REMIC II, and the REMIC II Regular Interests (as defined below) shall constitute the assets of REMIC I. The Interest Rate Cap AgreementsAgreement, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges Account and the Net Rate Cap Fund shall not be assets of any REMIC. (b) The following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of REMIC V III Interests. Each such class, other than the Class R-5R-3, is hereby designated as a class of regular interests in REMIC V III (the “REMIC V III Regular Interests”), and Class R-5 R-3 is hereby designated as the sole class of residual interest in REMIC VIII, for purposes of the REMIC Provisions. Only Class R-5 P and Class R-3 shall be certificated and the other classes shall be uncertificated and shall be held as assets of REMIC IVII. Class III-A (1) $351,808,720.76 Class III-AIO-1 (1) $ 218,767.00 Class III-AIO-2 (1) $ 325,700.00 Class III-AIO-3 (1) $ 387,116.00 Class III-AIO-4 (1) $ 445,292.00 Class III-AIO-5 (1) $ 503,264.00 Class III-AIO-6 (1) $ 561,031.00 Class III-AIO-7 (1) $ 617,087.00 Class III-AIO-8 (1) $ 672,943.00 Class III-AIO-9 (1) $ 724,084.00 Class III-AIO-10 (1) $ 12,614,742.00 Class III-AIO-11 (1) $ 588,534.00 Class III-AIO-12 (1) $ 599,832.00 Class III-AIO-13 (1) $ 596,432.00 Class III-AIO-13 (1) $ 593,059.00 Class III-AIO-15 (1) $ 589,610.00 Class III-AIO-16 (1) $ 587,587.00 Class III-AIO-17 (1) $ 582,485.00 Class III-AIO-18 (1) $ 580,305.00 Class III-AIO-19 (1) $ 575,048.00 Class III-AIO-20 (1) $ 571,212.00 Class III-AIO-21 (1) $ 567,296.00 Class III-AIO-22 (1) $ 563,303.00 Class III-AIO-23 (1) $ 556,237.00 Class III-AIO-24 (1) $ 9,149,305.00 Class III-AIO-25 (1) $ 328,306.00 Class III-AIO-26 (1) $ 323,960.00 Class III-AIO-27 (1) $ 321,042.00 Class III-AIO-28 (1) $ 316,591.00 Class III-AIO-29 (1) $ 313,563.00 Class III-AIO-30 (1) $ 11,291,787.00 Class P (2) 0.00% $ 100.00 Class R-3 (3) (3) (1) The interest rate with respect to any Distribution Date (and the related Interest Period) for each of these REMIC III Regular Interests is a per annum rate equal to the weighted average of the Net Loan Rates of the Mortgage Loans minus the Premium Amount Percentage in effect for such Distribution Date. (2) The Class P Certificates shall be entitled to receive all Prepayment Charges collected with respect to the Mortgage Loans. Such Prepayment Charges shall not be available for distribution with respect to any other Class of REMIC III Regular Interests and shall not be applied in reduction of the Class P Class Principal Balance. The Class P Certificates shall be entitled to a principal payment in an amount equal to the Class P Deposit on the Class P Principal Distribution Date and shall be entitled to Prepayment Charges for each Distribution Date until the Class P Principal Distribution Date following the date on which there are no Mortgage Loans to which a Prepayment Charge would apply remaining in the Trust.

Designation of Interests in REMICs. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, III and REMIC IV and REMIC V (which, together with the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges and the Interest Rate Cap Agreements constitute the Trust) 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 V IV shall include the Mortgage Loans (net of the Prepayment Charges), the Accounts (other than the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account and the Interest Rate Cap Agreements), any REO Property, and any proceeds of the foregoing. The REMIC V Regular Interests (as defined below) shall constitute the assets of REMIC IV, the REMIC IV Regular Interests (as defined below) shall constitute the assets of REMIC III, the REMIC III Regular Interests (as defined below) shall constitute the assets of REMIC II, and the REMIC II Regular Interests (as defined below) shall constitute the assets of REMIC I. The Interest Rate Cap Agreements, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges and the Net Rate Cap Fund shall not be assets of any REMIC. (b) The following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of REMIC V IV Interests. Each such class, other than the Class R-5R-4, is hereby designated as a class of regular interests in REMIC V IV (the “REMIC V IV Regular Interests”), and Class R-5 R-4 is hereby designated as the sole class of residual interest in REMIC VIV, for purposes of the REMIC Provisions. Only Class R-5 R-4 shall be certificated and the other classes shall be uncertificated and shall be held as assets of REMIC III. Class IV-Initial (1) (2) Class IV-Subs-PO (3) (4) Class IV-Subs-IO (5) (5) Class R-4 (6) (6) (1) The interest rate with respect to any Distribution Date (and the related Interest Period) for this REMIC IV Regular Interest is a per annum rate equal to the weighted average of the Net Loan Rates of the Initial Mortgage Loans. (2) This REMIC IV Regular Interest shall have an initial principal amount equal to the aggregate principal amount of the Initial Mortgage Loans as of the Cut-Off Date. (3) For each Distribution Date prior to the Distribution Date in March 2004 (and the related Interest Period), this REMIC IV Regular Interest shall bear interest at a rate equal to 0.00%. For each Distribution Date (and the related Interest Period) thereafter, this REMIC IV Regular Interest shall bear interest at a per annum rate equal to the weighted average of the Net Loan Rates of the Subsequent Mortgage Loans. (4) This REMIC IV Regular Interest shall have an initial principal amount equal to the aggregate principal amount of the Pre-Funded Amount as of the Cut-Off Date. (5) This REMIC IV Regular Interest shall be an interest-only regular interest. For each Distribution Date prior to the Distribution Date in March 2004 (and the related Interest Period), this REMIC IV Regular Interest shall be entitled to receive all interest accrued on the Subsequent Mortgage Loans at the Net Loan Rates for such Subsequent Mortgage Loans. Thereafter, this REMIC IV Regular Interest shall not be entitled to any distributions. (6) The Class R-4 Certificate is the sole class of residual interest in REMIC IV. It does not have an interest rate or a principal balance. On each Distribution Date, Available Funds (net of amounts in the First Payment Loan Account) remaining after all distributions with respect to the other REMIC IV Interests have been made in the manner described below shall be distributed with respect to the Class R-4

Designation of Interests in REMICs. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V (which, together with the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges and the Interest Rate Cap Agreements constitute the Trust) 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 V shall include the Mortgage Loans (net of the Prepayment Charges), the Accounts (other than the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account and the Interest Rate Cap Agreements), any REO Property, and any proceeds of the foregoing. The REMIC V Regular Interests (as defined below) shall constitute the assets of REMIC IV, the REMIC IV Regular Interests (as defined below) shall constitute the assets of REMIC III, the REMIC III Regular Interests (as defined below) shall constitute the assets of REMIC II, and the REMIC II Regular Interests (as defined below) shall constitute the assets of REMIC I. The Interest Rate Cap Agreements, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges and the Net Rate Cap Fund shall not be assets of any REMIC. (b) The following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of REMIC V Interests. Each such class, other than the Class R-5, is hereby designated as a class of regular interests in REMIC V (the “REMIC V Regular Interests”), and Class R-5 is hereby designated as the sole class of residual interest in REMIC V, for purposes of the REMIC Provisions. Only Class R-5 shall be certificated and the other classes shall be uncertificated and shall be held as assets of REMIC IVV. Class V-Initial (1) (2) Class V-Subs-PO (3) (4) Class V-Subs-IO (5) (5) Class R-5 (6) (6) (1) The interest rate with respect to any Distribution Date (and the related Interest Period) for this REMIC V Regular Interest is a per annum rate equal to the weighted average of the Net Loan Rates of the Initial Mortgage Loans. (2) This REMIC V Regular Interest shall have an initial principal amount equal to the aggregate principal amount of the Initial Mortgage Loans as of the Cut-Off Date. (3) For each Distribution Date prior to the Distribution Date in December 2003 (and the related Interest Period), this REMIC V Regular Interest shall bear interest at a rate equal to 0.00%. For each Distribution Date (and the related Interest Period) thereafter, this REMIC V Regular Interest shall bear interest at a per annum rate equal to the weighted average of the Net Loan Rates of the Subsequent Mortgage Loans. (4) This REMIC V Regular Interest shall have an initial principal amount equal to the aggregate principal amount of the Pre-Funded Amount as of the Cut-Off Date. (5) This REMIC V Regular Interest shall be an interest-only regular interest. For each Distribution Date prior to the Distribution Date in December 2003 (and the related Interest Period), this REMIC V Regular Interest shall be entitled to receive all interest accrued on the Subsequent Mortgage Loans at the Net Loan Rates for such Subsequent Mortgage Loans. Thereafter, this REMIC V Regular Interest shall not be entitled to any distributions. (6) The Class R-5 Certificate is the sole class of residual interest in REMIC V. It does not have an interest rate or a principal balance. On each Distribution Date, Available Funds (net of amounts in the First Payment Loan Account) remaining after all distributions with respect to the other REMIC V Interests have been made in the manner described below shall be distributed with respect to the Class R-5

Designation of Interests in REMICs. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V III (which, together with the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges Account and the Interest Rate Cap Agreements constitute the Trust) 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 V III shall include the Mortgage Loans (net of the Prepayment Charges)Loans, the Accounts (other than the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account and the Interest Rate Cap Agreements), any REO Property, and any proceeds of the foregoing. The REMIC V Regular Interests (as defined below) shall constitute the assets of REMIC IV, the REMIC IV Regular Interests (as defined below) shall constitute the assets of REMIC III, the REMIC III Regular Interests (as defined below) ), other than the Class P Certificates, shall constitute the assets of REMIC II, and the REMIC II Regular Interests (as defined below) shall constitute the assets of REMIC I. The Interest Rate Cap Agreements, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges Account and the Net Rate Cap Fund shall not be assets of any REMIC. (b) The following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of REMIC V III Interests. Each such class, other than the Class R-5R-3, is hereby designated as a class of regular interests in REMIC V III (the “REMIC V III Regular Interests”), and Class R-5 R-3 is hereby designated as the sole class of residual interest in REMIC VIII, for purposes of the REMIC Provisions. Only Class R-5 P and Class R-3 shall be certificated and the other classes shall be uncertificated and shall be held as assets of REMIC IVII. Class III-A (1) $ 227,850,000.00 Class III-AIO-1 (1) $ 120,000.00 Class III-AIO-2 (1) $ 180,000.00 Class III-AIO-3 (1) $ 221,000.00 Class III-AIO-4 (1) $ 260,000.00 Class III-AIO-5 (1) $ 299,000.00 Class III-AIO-6 (1) $ 338,000.00 Class III-AIO-7 (1) $ 376,000.00 Class III-AIO-8 (1) $ 414,000.00 Class III-AIO-9 (1) $ 449,000.00 Class III-AIO-10 (1) $ 8,359,000.00 Class III-AIO-11 (1) $ 370,000.00 Class III-AIO-12 (1) $ 393,000.00 Class III-AIO-13 (1) $ 395,000.00 Class III-AIO-13 (1) $ 392,000.00 Class III-AIO-15 (1) $ 389,000.00 Class III-AIO-16 (1) $ 387,000.00 Class III-AIO-17 (1) $ 383,000.00 Class III-AIO-18 (1) $ 381,000.00 Class III-AIO-19 (1) $ 377,000.00 Class III-AIO-20 (1) $ 374,000.00 Class III-AIO-21 (1) $ 371,000.00 Class III-AIO-22 (1) $ 368,000.00 Class III-AIO-23 (1) $ 363,000.00 Class III-AIO-24 (1) $ 6,113,000.00 Class III-AIO-25 (1) $ 214,000.00 Class III-AIO-26 (1) $ 211,000.00 Class III-AIO-27 (1) $ 209,000.00 Class III-AIO-28 (1) $ 206,000.00 Class III-AIO-29 (1) $ 204,000.00 Class III-AIO-30 (1) $ 7,585,000.00 Class P (2) 0.00% $ 100.00 Class R-3 (3) (3) (1) The interest rate with respect to any Distribution Date (and the related Interest Period) for each of these REMIC III Regular Interests is a per annum rate equal to the weighted average of the Net Loan Rates of the Mortgage Loans minus the Premium Amount Percentage in effect for such Distribution Date. (2) The Class P Certificates shall be entitled to receive all Prepayment Charges collected with respect to the Mortgage Loans. Such Prepayment Charges shall not be available for distribution with respect to any other Class of REMIC III Regular Interests and shall not be applied in reduction of the Class P Class Principal Balance. The Class P Certificates shall be entitled to a principal payment in an amount equal to the Class P Deposit on the first Distribution Date following date on which there are no Mortgage Loans to which a Prepayment Charge would apply remaining in the Trust. (3) The Class R-3 Certificate is the sole class of residual interest in REMIC III. It does not have an interest rate or a principal balance. On each Distribution Date, Available Funds remaining after all distributions with respect to the other REMIC III Interests have been made in the manner described below shall be distributed with respect to the Class R-3

Designation of Interests in REMICs. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V (which, together with the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges and the Interest Rate Cap Agreements constitute the Trust) 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 V shall include the Mortgage Loans (net of the Prepayment Charges), the Accounts (other than the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account and the Interest Rate Cap Agreements), any REO Property, and any proceeds of the foregoing. The REMIC V Regular Interests (as defined below) shall constitute the assets of REMIC IV, the REMIC IV Regular Interests (as defined below) shall constitute the assets of REMIC III, the REMIC III Regular Interests (as defined below) shall constitute the assets of REMIC II, and the REMIC II Regular Interests (as defined below) shall constitute the assets of REMIC I. The Interest Rate Cap Agreements, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges and the Net Rate Cap Fund shall not be assets of any REMIC. (b) The following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of REMIC V Interests. Each such class, other than the Class R-5, is hereby designated as a class of regular interests in REMIC V (the “REMIC V Regular Interests”), and Class R-5 is hereby designated as the sole class of residual interest in REMIC V, for purposes of the REMIC Provisions. Only Class R-5 shall be certificated and the other classes shall be uncertificated and shall be held as assets of REMIC IV.V. Class V-Initial (1) (2) Class V-Subs-PO

Designation of Interests in REMICs. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV I and REMIC V II (which, together with the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges Account and the Interest Rate Cap Agreements constitute the Trust) 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 V II shall include the Mortgage Loans (net of the Prepayment Charges)Loans, the Accounts (other than the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account and the Interest Rate Cap Agreements), any REO Property, and any proceeds of the foregoing. The REMIC V Regular Interests (as defined below) shall constitute the assets of REMIC IV, the REMIC IV Regular Interests (as defined below) shall constitute the assets of REMIC III, the REMIC III Regular Interests (as defined below) shall constitute the assets of REMIC II, and the REMIC II Regular Interests (as defined below) ), other than the Class P Certificates, shall constitute the assets of REMIC I. The Interest Rate Cap Agreements, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges Account and the Net Rate Cap Fund shall not be assets of any REMIC. (b) REMIC II will be evidenced by (x) the Class II-A, Class II-M-1, Class II-M-2, Class II-B, the Class II-Q Interests and the Class P Certificates (the “REMIC II Regular Interests”), which (except in the case of the Class P Certificates) will be uncertificated and non-transferable and are hereby designated as the “regular interests” in REMIC II and (y) the Class R-2 Certificates, which are hereby designated as the single “residual interest” in REMIC II. The REMIC II Regular Interests (other than the Class P Certificates) shall be recorded on the records of REMIC II as being issued to and held by the Trustee on behalf of REMIC I. REMIC II The following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of REMIC V II Interests. Each REMIC II Class Designation REMIC 2 Interest Rate Initial Class Principal Amount Corresponding Class of Certificates Class II-A (1) $ 92,250,000.00 Class A Class II-M-1 (1) $ 7,875,000.00 Class M-1 Class II-M-2 (1) $ 6,187,500.00 Class M-2 Class II-B (1) $ 4,275,000.00 Class B-1 Class II-Q (1) $ 110,587,500 N/A Class P 0.00% $ 100.00(2) N/A Class R-2 (3) (3) N/A ___________________________ (1) The interest rate with respect to any Distribution Date (and the related Interest Period) for each of these REMIC II Interests is a per annum rate equal to the Net Rate Cap in effect for such class, Distribution Date (computed without regard to the adjustment for the actual/360 day count convention in the case of the Adjustable Rate Certificates). (2) The Class P Certificates shall be entitled to receive all Prepayment Charges collected with respect to the Mortgage Loans. Such Prepayment Charges shall not be available for distribution with respect to any other than Class of REMIC II Interests and shall not be applied in reduction of the Class R-5, P Class Principal Balance. The Class P Certificates shall be entitled to a principal payment in an amount equal to the Class P Deposit on the first Distribution Date following date on which there are no Mortgage Loans to which a Prepayment Charge would apply remaining in the Trust. (3) The Class R-2 Certificate is hereby designated as a class of regular interests in REMIC V (the “REMIC V Regular Interests”), and Class R-5 is hereby designated as the sole class of residual interest in REMIC VII. It does not have an interest rate or a principal balance. On each Distribution Date, for purposes of Available Funds remaining after all distributions with respect to the other REMIC Provisions. Only Class R-5 II Interests have been made in the manner described below shall be certificated and distributed with respect to the other classes shall be uncertificated and shall be held as assets of REMIC IV.Class R-2

Designation of Interests in REMICs. (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV II and REMIC V III (which, which together with the Net Rate Cap Fund, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges and the Interest Rate Cap Agreements constitute the Trust) 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 V I shall include the Mortgage Loans (net of the Prepayment Charges)Loans, the Accounts (other than the Net Rate Cap Fund, the Pre-Funding Account, LIBOR Carryover Fund, the First Payment Loan Account Net Rate Cap Fund and the Initial Interest Rate Cap AgreementsCoverage Account), any REO Property, and any proceeds of the foregoing. The REMIC V Regular Interests (as defined below) shall constitute the assets of REMIC IV, the REMIC IV Regular Interests (as defined below) shall constitute the assets of REMIC III, the REMIC III I Regular Interests (as defined below) shall constitute the assets of REMIC II, and the . The REMIC II Regular Interests (as defined below) shall constitute the assets of REMIC I. The Interest Rate Cap Agreements, the Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges and the Net Rate Cap Fund shall not be assets of any REMICIII. (b) The following table sets forth REMIC I will be evidenced by (or describesx) the class designationClass IA, interest rateClass IB, Class IC, Class ID, Class IE, Class IF, Class IG, Class IH, Class II, Class IJ, Class IK, Class IL, Class IM and Class IN Interests and the Class P Certificates (together, the "REMIC I Regular Interests"), which (i) (except in the case of Class P) will be uncertificated and non-transferable, and (ii) are hereby designated as the "regular interests" in REMIC I and (y) the Class R-1 Certificates, which are hereby designated as the single "residual interest" in REMIC I (the REMIC I Regular Interests, together with the Class R-1 Certificates, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of REMIC I as being issued to and held by the Trustee on behalf of REMIC II. The REMIC I Certificates will have the following designations, initial class principal amount for each balances and pass-through rates: Pass- REMIC I Initial Through Certificates Balance Rate ------------ ------- ---- P $ 100 0% (3) IA $ 15,000,000 (1) IB $ 3,000,000 (1) IC $ 3,000,000 (1) ID $ 3,000,000 (1) IE $ 4,000,000 (1) IF $ 4,500,000 (1) IG $ 4,500,000 (1) IH $ 5,500,000 (1) II $ 5,500,000 (1) IJ $ 6,500,000 (1) IK $ 3,500,000 (1) IL $ 3,000,000 (1) IM $124,000,000 (1) IN $ 65,000,000 (2) R-1 $ 0 0% (1) The Pass-Through Rate on these REMIC I Regular Interests shall at any time of determination equal the weighted average of the Net Loan Rates of the Mortgage Loans in Loan Group F. (2) The Pass-Through Rate on this class of REMIC V InterestsI Regular Interests shall at any time of determination equal the weighted average of the Net Loan Rates of the Mortgage Loans in Loan Group A. (3) The Class P Certificates shall be entitled to receive all Prepayment Charges collected with respect to the Mortgage Loans in each Loan Group. Each such classSuch Prepayment Charges shall not be available for distribution with respect to any other Class of REMIC I Certificates. The Prepayment Charges received by the Class P Certificates shall not be applied to the principal balance of those Certificates. On each Distribution Date, principal collections and realized losses on the Mortgage Loans in Loan Group F and, on the first Distribution Date, the Class P Deposit shall be allocated sequentially, in reverse order to which they are listed above, to the REMIC I Regular Interests (other than the Class R-5IN Interests), until the principal balance of each such class is hereby designated reduced to zero. All principal collections and realized losses on the Mortgage Loans in Loan Group A shall be allocated to the Class IN Interest. Notwithstanding the above, the Class P Certificates shall not be entitled to any principal collections so long as a class the Class IN Interests remain outstanding. Any principal collections otherwise payable to the Class P Certificates will then instead be payable to the Class IN Interests, until the principal balance of regular interests the Class IN Interests has been reduced to zero, and any remaining principal collections on the Mortgage Loans shall be payable to the Class P Certificates to the extent of their Class Principal Balance. The Class R-1 Certificates shall have no principal balance and no pass-through rate and shall be entitled to only those distributable assets, if any, remaining in REMIC V I on each Distribution Date after all amounts required to be distributed to the REMIC I Regular Interests and applicable Trust expenses have been paid. It is expected that there will not be any distributions on the Class R-1 Certificate. (c) REMIC II will be evidenced by (x) the Class II-A-1F, Class II-A-2F, Class II-A-3F, Class II-A-4F, Class II-A-5F, Class II-A-6F, Class II-A-1A, Class II-M-1, Class II-M-2, Class II-B, the 12 components of Class II-A-IO described in note (4) below, Class II-M, Class II-M-F and Class II-M-A Interests (the “"REMIC V II Regular Interests”"), which will be uncertificated and Class R-5 is non-transferable and are hereby designated as the sole class of residual interest "regular interests" in REMIC VII and (y) the Class R-2 Certificates, for purposes which are hereby designated as the single "residual interest" in REMIC II (the REMIC II Regular Interests, together with the Class R-II Certificates, the "REMIC II Certificates"). The REMIC II Regular Interests shall be recorded on the records of REMIC II as being issued to and held by the Trustee on behalf of REMIC III. Interest from the Mortgage Loans that is allocable to payments of principal on the Certificates under sections 5.01(a)C.7 and 5.01(b) (the "Turbo Amount") will not be paid directly as principal to the REMIC II Regular Interests, but instead a portion of the interest payable with respect to the Class II-M Interest which equals 1% of the Turbo Amount (and, to the extent 1% of the Turbo Amount exceeds the interest payable on the Class II-M Interest, a pro rata portion of the interest payable on the Class II-M-F and Class II-M-A Interests equal to such excess) will be payable as a reduction of the principal balances of the Class II-A-1F, Class II-A-2F, Class II-A-3F, Class II-A-4F, Class II-A-5F, Class II-A-6F, Class II-B, Class II-A-1A, Class II-M-1 and Class II-M-2 Interests in the same manner in which the Turbo Amount is allocated among the Class ▇-▇▇, ▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇-▇▇, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇-▇▇, Class B, Class A-1A, Class M-1 and Class M-2 Certificates, respectively (and will be accrued and added to principal on the Class II-M, Class II-M-F and Class II-M-A Interests in the same proportion as interest payable on such Interests is used to reduce principal on other Interests as just described). Principal payments on the Mortgage Loans shall be allocated 99% to the Class II-M, Class II-M-F and Class II-M-A Interests, and 1% to the Class II-A-1F, Class II-A-2F, Class II-A-3F, Class II-A-4F, Class II-A-5F, Class II-A-6F, , Class II-B, Class II-A-1A, Class II-M-1 and Class II-M-2 Interests, until paid in full. The aggregate amount of principal allocated to the Class II-A-1F, Class II-A-2F, Class II-A-3F, Class II-A-4F, Class II-A-5F, Class II-A-6F, , Class II-B, Class II-A-1A, Class II-M-1 and Class II-M-2 Interests shall be apportioned among such classes in the same manner as principal is payable with respect to the Class A-1F, Class A-2F, Class A-3F, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇-▇▇, Class B, Class A-1A, Class M-1 and Class M-2 Certificates, respectively. The aggregate amount of principal allocated to the Class II-M, Class II-M-F and Class II-M-A Interests shall be allocated and apportioned among such Interests first, to the Class II-M-F and Class II-M-A Interests the least amount of principal necessary which can be applied to such Interests so that the ratio of the principal balance of the Class II-M-F Interests to the principal balance of the Class II-M-A Interests equals the ratio of the Loan Group F Balance to the Loan Group A Balance (the "Balance Ratio"), and second, to the Class II-M Interests. Notwithstanding the above, principal payments on Mortgage Loans that are attributable to the Excess Overcollateralization Amount shall be allocated to the Class II-M, Class II-M-F and Class II-M-A Interests (allocated first to the Class II-M Interests until paid in full, and second to the Class II-M-F and Class II-M-A Interests, apportioned among such Interests such that the Balance Ratio is maintained, until paid in full). Realized losses shall be applied such that after all distributions have been made on such Distribution Date (i) the principal balances of the Class II-A-1F, Class II-A-2F, Class II-A-3F, Class II-A-4F, Class II-A-5F, Class II-A-6F, , Class II-B, Class II-A-1A, Class II-M-1 and Class II-M-2 Interests are each 1% of the principal balances of the Class A-1F, Class A-2F, Class A-3F, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇-▇▇, Class B, Class A-1A, Class M-1 and Class M-2 Certificates, respectively; and (ii) the aggregate principal balance of the Class II-M, Class II-M-F and Class II-M-A Interests is equal to the sum of the Loan Group F Balance and Loan Group A Balance, less an amount equal 1% of the aggregate Class Principal Balances of the Certificates. Losses allocated to the Class II-M, Class II-M-F and Class II-M-A Interests shall be applied first, to the Class II-M-F and Class II-M-A Interests the least amount of realized losses necessary which can be applied to such Interests so that the Balance Ratio is maintained, and second, to the Class II-M Interests. The REMIC II Certificates will have the following designations and pass-through rates, and distributions of principal and interest thereon shall be allocated to the Certificates in the following manner: Pass- Allocation Allocation REMIC II Initial Through of of Certificates Balance Rate Principal Interest ------------ ------- ---- --------- -------- II-A-1F $ 533,000 (1) (5) (6),(7) II-A-2F $ 227,000 (1) (5) (6),(7) II-A-3F $ 303,000 (1) (5) (6),(7) II-A-4F $ 153,000 (1) (5) (6),(7) II-A-5F $ 149,000 (1) (5) (6),(7) II-A-6F $ 100,000 (1) (5) (6),(7) II-B $ 106,250 (1) (5) (6),(7) II-A-1A $ 650,000 (1) (5) (6),(7) Pass- Allocation Allocation REMIC II Initial Through of of Certificates Balance Rate Principal Interest ------------ ------- ---- --------- -------- II-M-1 $ 165,000 (1) (5) (6),(7) II-M-2 $ 113,750 (1) (5) (6),(7) II-M $245,000,000 (1) (5) (6),(7) II-M-F $ 1,850,000 (2) (5) (6),(7) II-M-A $ 650,000 (3) (5) (6),(7) II-A-IO $ 0 (4) N/A Class IOF R-2 $ 0 0% N/A N/A(8) --------------- (1) The Pass-Through Rate on these REMIC II Regular Interests shall at any time of determination equal the weighted average of the Pass-Through Rates of the REMIC Provisions. Only I Regular Interests (other than the Class R-5 shall be certificated P Certificates), after first subtracting 6.4% from the Pass-Through Rates of each of such regular interests (other than the Class IM and Class IN Interests) for the other classes shall be uncertificated and shall be held as assets Distribution Dates indicated below for each of REMIC IVsuch regular interests.