Common use of REMIC Election Clause in Contracts

REMIC Election. (a) The Depositor hereby instructs and authorizes the Trustee to make appropriate elections to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1, Class IIIA-1, Class IIIA-2, Class IIIA-3, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 and Class IIA-2 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-P Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to Class A-X Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest.

REMIC Election. (a) The Depositor hereby instructs parties intend that each of REMIC I, REMIC II and authorizes REMIC III shall constitute, and that the affairs of each of REMIC I, REMIC II and REMIC III shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" as defined in, and in accordance with, the REMIC Provisions, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each of REMIC I, REMIC II and REMIC III and shall, on behalf of each of REMIC I, REMIC II and REMIC III, make appropriate elections an election to treat each of the Subsidiary REMIC I, REMIC II and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated III as a REMIC at all times prior to on Form 1066 for its first taxable year, in accordance with the date on which REMIC Provisions. (b) The REMIC I Regular Interests are hereby designated as "regular interests" in REMIC I within the Trust Fund is terminatedmeaning of Section 860G(a)(1) of the Code, and the Class [R-I] Certificates are hereby designated as the sole class of "residual interests" in REMIC I within the 171 meaning of Section 860G(a)(2) of the Code. The REMIC II Regular Interests shall be designated as "regular interests" in REMIC II within the meaning of Section 860G(a)(1) of the Code, and the Class [R-II] Certificates are hereby designated as the sole class of "residual interests" in REMIC II within the meaning of Section 860G(a)(2) of the Code. The Class [A-1A], Class [A-1B], Class [A-2], Class [A-3], Class [A-4], Class [B-1], Class [B-2], Class [B-3], Class [B-4], Class [B-5], Class [B-6], Class [B-7], Class [B-8], Class [C], Class [D] and Class [S] Certificates are hereby designated as "regular interests" in REMIC III within the meaning of Section 860G(a)(1) of the Code and the Class [R-III] Certificates are hereby designated as the sole class of "residual interests" in REMIC III within the meaning of Section 860G(a)(2) of the Code. (c) The Closing Date is hereby designated as the "startup dayStartup Day" of each REMIC Pool I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. The "regular interestslatest possible maturity date" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate)I Regular Interests, the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary II Regular Interests and the "residual interest" (within REMIC III Regular Certificates for purposes of Code Section 860G(a)(1) is the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Rated Final Distribution Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1, Class IIIA-1, Class IIIA-2, Class IIIA-3, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 and Class IIA-2 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-P Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to Class A-X Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest.

REMIC Election. (a) The Depositor hereby instructs and authorizes the Trustee to make appropriate elections to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1A-1 Certificates and Class A-7 Component One Part A shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class A-2 Certificates and Class A-7 Component One Part B shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-3 Certificates and Class A-7 Component One Part C shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to Class A-4, Class IIIA-1A-5, Class IIIA-2A-6 Certificates, Class IIIA-3A-11, Class A-12 and Class A-7 Component Two shall be considered to have been made solely from the Fourth Subsidiary Regular Interest. All payments with respect to the Class A-8, and Class A-9 Certificates shall be considered to have been made solely from the Fifth Subsidiary Regular Interest. All payments with respect to Class A-13 shall be considered to have been made solely from the Sixth Subsidiary Regular Interest. All payments with respect to Class A-P and Class A-14 Certificates shall be considered to have been made solely from the Seventh Subsidiary Regular Interest. All payments with respect to Class A-7 Component Three shall be considered to have been made solely from the Eighth Subsidiary Regular Interest. All payments with respect to the Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Ninth Subsidiary Regular Interest. All payments with respect to the Class IIA-1 and Class IIA-2 A-10 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-P Certificates shall be considered to have been made solely from the Third Tenth Subsidiary Regular Interest. All payments with respect to Class A-X Certificates shall be considered to have been made solely from the Fourth Eleventh Subsidiary Regular Interest.

REMIC Election. (a) The Depositor hereby instructs and authorizes the Trustee to make appropriate elections to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1A-4 Component Three and Class A-4 Component Four, Class IIIA-1A-5, Class IIIA-2A-6, Class IIIA-3A-7, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 A-1 Certificates and Class IIA-2 Certificates A-4 Component One Part A shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-P A-3 Certificates and Class A-4 Component Two shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to Class A-4 Component Five shall be considered to have been made solely from the Fourth Subsidiary Regular Interest. All payments with respect to Class A-X Certificates shall be considered to have been made solely from the Fourth Fifth Subsidiary Regular Interest. All payments with respect to the Class A-2 Certificates and Class A-4 Component One Part B shall be considered to have been made solely from the Sixth Subsidiary Regular Interest.

REMIC Election. (a) The Depositor hereby instructs and authorizes the Trustee to make appropriate elections to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1, Class IIIA-1IA-3, Class IIIA-2IA-4, Class IIIA-3IA-5, Class MIA-8, Class B-1IA-9, Class B-2IA-10, Class B-3IA-11, Class B-4 IA-12 and Class B-5 Certificates IA-13 Certificates, shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 IA-2 and Class IIA-2 IA-7 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-P IA-6 and Class IA-24 Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to the Class A-X IA-16, Class IA-17, Class IA-18 and Class IA-19 Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest. All payments with respect to the Class IA-20, Class IA-21, Class IA-22 and Class IA-23 Certificates shall be considered to have been made solely from the Fifth Subsidiary Regular Interest. All payments with respect to the Class IA-14 Certificates shall be considered to have been made solely from the Sixth Subsidiary Regular Interest. All payments with respect to Class IA-15 Certificates shall be considered to have been made solely from the Seventh Subsidiary Regular Interest. All payments with respect to the Class IA-X Certificates shall be considered to have been made solely from the Eighth Subsidiary Regular Interest. All payments with respect to Class IIA-1 Certificates shall be considered to have been made solely from the Ninth Subsidiary Regular Interest. All payments with respect to Class IIA-X Certificates shall be considered to have been made solely from the Tenth Subsidiary Regular Interest. All payments with respect to the Subordinated Certificates shall be considered to have been made solely from the Eleventh Subsidiary Regular Interest (in the case of amounts in respect of Mortgage Group One) or the Twelfth Subsidiary Regular Interest (in the case of amounts in respect of Mortgage Group Two). All payments with respect to the Excess Amount Interest shall be considered to have been made solely from the Thirteenth Subsidiary Regular Interest.

REMIC Election. (a) The Depositor hereby instructs and authorizes the Trustee to make appropriate elections to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1▇-▇, ▇▇▇▇▇ ▇-▇, and Class IIIA-1, A-7 Certificates and the Class IIIA-2, A-1 Component One and Class IIIA-3, A-1 Component Two shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class A-3 Certificates and the Class A-1 Component Four shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-1 Component Three shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to the Class A-4 and Class A-P Certificates and the Class A-1 Component Five shall be considered to have been made solely from the Fourth Subsidiary Regular Interest. All payments with respect to the Class A-5 Certificates shall be considered to have been made solely from the Fifth Subsidiary Regular Interest. All payments with respect to the Class A-X Component Three shall be considered to have been made solely from the Sixth Subsidiary Regular Interest. All payments with respect to the Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the Seventh Subsidiary Regular Interest (c) The principal amount of the regular interests in the Master REMIC is equal to the sum of the Original Class A Principal Balance, the Original Class M Principal Balance and the Original Class B Principal Balance. The original principal balance of the First Subsidiary Regular Interest. All payments with respect Interest is equal to the aggregate Original Certificate Principal Balance of the Class IIA-1 A-2, Class A-6 and Class IIA-2 A-7 Certificates shall be considered to have been made solely from and the Class A-1 Component One. The original principal balance of the Second Subsidiary Regular InterestInterest is equal to the Original Certificate Principal Balance of the Class A-3 Certificates. All payments with respect The original principal balance of the Third Subsidiary Regular Interest is equal to the Original Certificate Principal Balance of the Class A-1 Component Three. The original principal balance of the Fourth Subsidiary Regular Interest is equal to the aggregate Original Certificate Principal Balance of the Class A-4 and the Class A-P Certificates shall be considered to have been made solely from and the Third Subsidiary Regular Interest. All payments with respect to Class A-X Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest.A-1

REMIC Election. (a) The Depositor hereby instructs and authorizes the Trustee to make appropriate elections to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1▇-▇, ▇▇▇▇▇ ▇-▇, Class IIIA-1A-4 Certificates and Class A-5 Part One shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class A-2 Certificates and Class A-5 Part Two shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class IIIA-2A-8, Class IIIA-3A-9, Class ▇- ▇▇, Class A-11, Class A-12, Class A-13 and Class A-14 Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to the Class A-15, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 and Class IIA-2 Certificates shall be considered to have been made solely from the Second Fourth Subsidiary Regular Interest. All payments with respect to the Class A-P Certificates shall be considered to have been made solely from the Third Fifth Subsidiary Regular Interest. All payments with respect to Class A-X Certificates shall be considered to have been made solely from the Fourth Sixth Subsidiary Regular Interest.. The principal amount of the regular interests in the Master REMIC is equal to the sum of the Original Class A Principal Balance, the Original Class M Principal Balance and the Original Class B Principal Balance. The original principal balance of the First Subsidiary Regular Interest is equal to the aggregate principal balance of the Class A-1, Class A-3 and Class A-4

REMIC Election. (a) The Depositor hereby instructs parties intend that each of REMIC I, REMIC II and authorizes REMIC III shall constitute, and that the affairs of each of REMIC I, REMIC II and REMIC III shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" as defined in, and in accordance with, the REMIC Provisions, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each of REMIC I, REMIC II and REMIC III and shall, on behalf of each of REMIC I, REMIC II and REMIC III, make appropriate elections an election to treat each of the Subsidiary REMIC I, REMIC II and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated III as a REMIC at all times prior to on Form 1066 for its first taxable year, in accordance with the date on which REMIC Provisions. (b) The REMIC I Regular Interests are hereby designated as "regular interests" in REMIC I within the Trust Fund is terminatedmeaning of Section 860G(a)(1) of the Code, and the Class R-I Certificates are hereby designated as the sole class of "residual interests" in REMIC I within the meaning of Section 860G(a)(2) of the Code. The REMIC II Regular Interests shall be designated as "regular interests" in REMIC II within the meaning of Section 860G(a)(1) of the Code, and the Class R-II Certificates are hereby designated as the sole class of "residual interests" in REMIC II within the meaning of Section 860G(a)(2) of the Code. The Class A-1, Class A-2, Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates are hereby designated as "regular interests" in REMIC III within the meaning of Section 860G(a)(1) of the Code and the Class R-III Certificates are 161 hereby designated as the sole class of "residual interests" in REMIC III within the meaning of Section 860G(a)(2) of the Code. (c) The Closing Date is hereby designated as the "startup dayStartup Day" of each REMIC Pool I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. The "regular interestslatest possible maturity date" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate)I Regular Interests, the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary II Regular Interests and the "residual interest" (within REMIC III Regular Certificates for purposes of Code Section 860G(a)(1) is the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Rated Final Distribution Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1, Class IIIA-1, Class IIIA-2, Class IIIA-3, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 and Class IIA-2 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-P Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to Class A-X Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest.

REMIC Election. (a) The Depositor hereby instructs and authorizes the Trustee to make appropriate elections to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1▇-▇, ▇▇▇▇▇ ▇-▇, Class IIIA-1A-3, Class IIIA-2A-4, Class IIIA-3A-5, Class A-10, Class A-17, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 A-6 and Class IIA-2 A-7 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-8 and Class A-9 Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to the Class A-11 and Class A-12 Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest. All payments with respect to the Class A-13 and Class A-14 Certificates shall be considered to have been made solely from the Fifth Subsidiary Regular Interest. All payments with respect to the Class A-P Certificates shall be considered to have been made solely from the Third Sixth Subsidiary Regular Interest. All payments with respect to Class A-X Certificates shall be considered to have been made solely from the Fourth Seventh Subsidiary Regular Interest.

REMIC Election. (a) The Depositor hereby instructs parties intend that each of REMIC I, REMIC II and authorizes REMIC III shall constitute, and that the affairs of each of REMIC I, REMIC II and REMIC III shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" as defined in, and in accordance with, the REMIC Provisions, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each of REMIC I, REMIC II and REMIC III and shall, on behalf of each of REMIC I, REMIC II and REMIC III, make appropriate elections an election to treat each of the Subsidiary REMIC I, REMIC II and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated III as a REMIC at all times prior to on Form 1066 for its first taxable year, in accordance with the date on which REMIC Provisions. (b) The REMIC I Regular Interests are hereby designated as "regular interests" in REMIC I within the Trust Fund is terminatedmeaning of Section 860G(a)(1) of the Code, and the Class R-I Certificates are hereby designated as the sole class of "residual interests" in REMIC I within the meaning of Section 860G(a)(2) of the Code. The REMIC II Regular Interests shall be designated as "regular interests" in REMIC II within the meaning of Section 860G(a)(1) of the Code, and the Class R-II Certificates are hereby designated as the sole class of "residual interests" in REMIC II within the meaning of Section 860G(a)(2) of the Code. The Class A-1A, Class A-1B, Class A-2, ▇▇▇▇▇ ▇-▇, ▇▇▇▇s A-4, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class C, Class D and Class S Certificates are hereby designated as "regular interests" in REMIC III within the meaning of Section 860G(a)(1) of the Code and the Class R-III Certificates are hereby designated as the sole class of "residual interests" in REMIC III within the meaning of Section 860G(a)(2) of the Code. (c) The Closing Date is hereby designated as the "startup dayStartup Day" of each REMIC Pool I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. The "regular interestslatest 173 possible maturity date" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate)I Regular Interests, the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary II Regular Interests and the "residual interest" (within REMIC III Regular Certificates for purposes of Code Section 860G(a)(1) is the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Rated Final Distribution Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1, Class IIIA-1, Class IIIA-2, Class IIIA-3, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 and Class IIA-2 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-P Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to Class A-X Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest.

REMIC Election. (a) The Depositor hereby instructs and authorizes the Trustee to make appropriate elections to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1860(G)(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2860(G)(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1▇-▇, ▇▇▇▇▇ ▇-▇, Class IIIA-1A-5, Class IIIA-2, Class IIIA-3A-6, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 A-1 and Class IIA-2 A-2 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-P Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to the Class A-X Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest. (c) The principal amount of the regular interests in the Master REMIC is equal to the sum of the Original Class A Principal Balance, the Original Class M Principal Balance and the Original Class B Principal Balance. The original principal balance of the First Subsidiary Regular Interest is equal to the aggregate Original Certificate Principal Balance of the Class A-3, Class A-4, Class A-5, Class A-6, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates. The original principal balance of the Second Subsidiary Regular Interest is equal to the Original Certificate Balance of the Class A-1

REMIC Election. (a) The Depositor hereby instructs and authorizes the Trustee to make appropriate elections to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1▇-▇, ▇▇▇▇▇ ▇-▇, Class IIIA-1A-3, Class IIIA-2A-4, Class IIIA-3A-5, Class A-6, Class A-7, Class A-8, Class A-10, Class A-13, Class A-16, Class A-17, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 A-14 Certificates and Class IIA-2 A-15 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-P A-9 Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to the Class A-11 and Class A-12 Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest. All payments with respect to Class A-X Certificates shall be considered to have been made solely from the Fourth Fifth Subsidiary Regular Interest. All payments with respect to Class A-P Certificates shall be considered to have been made solely from the Sixth Subsidiary Regular Interest.

REMIC Election. (a) The Depositor hereby instructs and authorizes the Trustee to make appropriate elections to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1▇-▇, ▇▇▇▇▇ ▇-▇, Class IIIA-1A-3, Class IIIA-2, Class IIIA-3A-4, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 A-5 and Class IIA-2 A-6 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-P Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to Class A-X Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest.Regular

REMIC Election. (a) The Depositor hereby instructs and authorizes the Trustee to make appropriate elections to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1A-1 and Class A-2 Certificates and Class A-4 Part One shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class A-3 Certificates and Class A-4 Part Two shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class IIIA-1A-7, Class IIIA-2A-8, Class IIIA-3A-9, Class A-10, Class A-11, Class A-12 and Class A-13 Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to the Class A-14, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 and Class IIA-2 Certificates shall be considered to have been made solely from the Second Fourth Subsidiary Regular Interest. All payments with respect to the Class A-P Certificates shall be considered to have been made solely from the Third Fifth Subsidiary Regular Interest. All payments with respect to Class A-X Certificates shall be considered to have been made solely from the Fourth Sixth Subsidiary Regular Interest.

REMIC Election. (a) The Depositor hereby instructs parties intend that each of REMIC I, REMIC II and authorizes REMIC III shall constitute, and that the affairs of each of REMIC I, REMIC II and REMIC III shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" as defined in, and in accordance with, the REMIC Provisions, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each of REMIC I, REMIC II and REMIC III and shall, on behalf of each of REMIC I, REMIC II and REMIC III, make appropriate elections an election to treat each of the Subsidiary REMIC I, REMIC II and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated III as a REMIC at all times prior to on Form 1066 for its first taxable year, in accordance with the date REMIC Provisions. (b) The REMIC I Regular Interests are hereby designated as "regular interests" in REMIC I within the meaning of Section 860G(a)(1) of the Code, and the Class R-I Certificates are hereby designated as the sole class of "residual interests" in REMIC I within the meaning of Section 860G(a)(2) of the Code. The REMIC II Regular Interests shall be designated as "regular interests" in REMIC II within the meaning of Section 860G(a)(1) of the Code, and the Class R-II Certificates are hereby designated as the sole class of "residual interests" in REMIC II within the meaning of Section 860G(a)(2) of the Code. The Class A-1, Class A-2, Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M and Class N Certificates are hereby designated as "regular interests" in REMIC III within the meaning of Section 860G(a)(1) of the Code and the Class R-III Certificates are hereby designated as the sole class of "residual interests" in REMIC III within the meaning of Section 860G(a)(2) of the Code. The Class X Certificates represent a "specified portion" of the interest payments on which the Trust Fund is terminated. Class WAC-II Interest, within the meaning of Treasury Regulations Section 1.860G-1(a)(2) of the Code. (c) The Closing Date is hereby designated as the "startup dayStartup Day" of each REMIC Pool I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. The "regular interestslatest possible maturity date" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate)I Regular Interests, the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary II Regular Interests and the "residual interest" (within REMIC III Regular Certificates for purposes of Code Section 860G(a)(1) is the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Rated Final Distribution Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1, Class IIIA-1, Class IIIA-2, Class IIIA-3, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 and Class IIA-2 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-P Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to Class A-X Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest.153

REMIC Election. (a) The Depositor hereby instructs parties intend that each of REMIC I, REMIC II and authorizes REMIC III shall constitute, and that the affairs of each of REMIC I, REMIC II and REMIC III shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" as defined in, and in accordance with, the REMIC Provisions, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each of REMIC I, REMIC II and REMIC III and shall, on behalf of each of REMIC I, REMIC II and REMIC III, make appropriate elections an election to treat each of the Subsidiary REMIC I, REMIC II and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated III as a REMIC at all times prior to on Form 1066 for its first taxable year, in accordance with the date REMIC Provisions. (b) The REMIC I Regular Interests are hereby designated as "regular interests" in REMIC I within the meaning of Section 860G(a)(1) of the Code, and the Class R-I Certificates are hereby designated as the sole class of "residual interests" in REMIC I within the meaning of Section 860G(a)(2) of the Code. The REMIC II Regular Interests shall be designated as "regular interests" in REMIC II within the meaning of Section 860G(a)(1) of the Code, and the Class R-II Certificates are hereby designated as the sole class of "residual interests" in REMIC II within the meaning of Section 860G(a)(2) of the Code. The Class A-1, Class A-2, Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates are hereby designated as "regular interests" in REMIC III within the meaning of Section 860G(a)(1) of the Code and the Class R-III Certificates are hereby designated as the sole class of "residual interests" in REMIC III within the meaning of Section 860G(a)(2) of the Code. The Class X Certificates represent a "specified portion" of the interest payments on which the Trust Fund is terminatedClass WAC-II Interest, within the meaning of Treasury Regulations Section 1.860G-1(a)(2) of the Code. 165 (c) The Closing Date is hereby designated as the "startup dayStartup Day" of each REMIC Pool I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. The "regular interestslatest possible maturity date" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate)I Regular Interests, the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary II Regular Interests and the "residual interest" (within REMIC III Regular Certificates for purposes of Code Section 860G(a)(1) is the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Rated Final Distribution Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1, Class IIIA-1, Class IIIA-2, Class IIIA-3, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 and Class IIA-2 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-P Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to Class A-X Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest.

REMIC Election. (a) The Depositor hereby instructs and authorizes the Trustee to make appropriate elections to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1860(G)(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2860(G)(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1▇-▇, Class IIIA-1, Class IIIA-2, Class IIIA-3▇▇▇▇▇ ▇-▇, Class M, Class B-1, Class B-2B- 2, Class B-3, Class B-4 and Class B-5 Certificates shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 A-3 and Class IIA-2 A-4 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-P Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to the Class A-X Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest. (c) The principal amount of the regular interests in the Master REMIC is equal to the sum of the Original Class A Principal Balance, the Original Class M Principal Balance and the Original Class B Principal Balance. The original principal balance of the First Subsidiary Regular Interest is equal to the aggregate Original Certificate Principal Balance of the Class A-1, Class A-2, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates. The original principal balance of the Second Subsidiary Regular Interest is equal to the Original Certificate Balance of the Class A-3 Certificates. The original principal balance of the Third Subsidiary Regular Interest is equal to the Original Certificate Principal Balance of the Class A-P Certificates. The original principal balance of the Fourth Subsidiary Regular Interest is equal to zero. (d) The interest rate on the First Subsidiary Regular Interest is 7.75%. The interest rate on the Second Subsidiary Regular Interest is 7.67%. The interest rate on the Third Subsidiary Regular Interest is 0.00%. The interest rate on the Fourth Subsidiary Regular Interest is equal to the aggregate of the Stripped Interest Rates. (e) The assets of the Subsidiary REMIC shall consist of the pool of assets consisting of the Trust Fund. The assets of the Master REMIC shall consist of the pool of assets consisting of the Subsidiary Regular Interests and all payments of principal or interest on or with respect to the Subsidiary Regular Interests after the Cut-off Date. (f) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the "latest possible maturity date" by which the Outstanding Certificate Principal Balance of each Class of Certificates representing a regular interest in the Master REMIC would be reduced to zero is the Distribution Date immediately following the latest scheduled maturity of any Mortgage Loan. (g) The "tax matters person" with respect to each REMIC Pool for purposes of the REMIC provisions shall be the beneficial owner of the Class A-R Certificate; provided, however, that such beneficial owner of a Class A-R Certificate, by its acceptance thereof, irrevocably appoints the Servicer as its agent and attorney-in-fact to act as "tax matters person" with respect to each REMIC Pool for purposes of the REMIC provisions. (h) It is intended that each REMIC Pool shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify each REMIC Pool as, a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Servicer covenants and agrees that it shall act as agent (and the Servicer is hereby appointed to act as agent) on behalf of the Trust Fund and the Holder of the Class A-R Certificate and that in such capacity it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to each REMIC Pool, using the calendar year as the taxable year and the accrual method of accounting, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and shall furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby; (ii) within thirty days of the Closing Date, shall furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto (and the Servicer shall act as the representative of each REMIC Pool for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time or times in the manner required by the Code; (iii) make or cause to be made elections, on behalf of each REMIC Pool, to be treated as a REMIC, and make the appropriate designations, if applicable, in accordance with this Section 2.04 on the federal tax return of each REMIC Pool for its first taxable year (and, if necessary, under applicable state law); (iv) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns or reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount; (v) provide information necessary for the computation of tax imposed on the transfer of the Class A-R Certificate to a Disqualified Organization, or an agent (including a broker, nominee or other middleman) of a Disqualified Organization, or a pass-through entity in which a Disqualified Organization is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (vi) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (vii) maintain such records relating to each REMIC Pool, as may be required by the Code and, as may be necessary to prepare the foregoing returns, schedules, statements or information. [END OF ARTICLE II]

REMIC Election. (a) The Depositor hereby instructs and authorizes the Trustee to make appropriate elections to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1▇-▇, ▇▇▇▇▇ ▇-▇, Class IIIA-1A-3, Class IIIA-2A-10, Class IIIA-3A-11, Class A-12, Class A-13, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates A shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 and Class IIA-2 A-4 Certificates shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-P A-5 Certificates shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to the Class A-6 Certificates shall be considered to have been made solely from the Fourth Subsidiary Regular Interest. All payments with respect to the Class A-7 Certificates shall be considered to have been made solely from the Fifth Subsidiary Regular Interest. All payments with respect to the Class A-14 and Class A-15 Certificates shall be considered to have been made solely from the Sixth Subsidiary Regular Interest. All payments with respect to the Class A-8 and Class A-9 Certificates shall be considered to have been made solely from the Seventh Subsidiary Regular Interest. All payments with respect to the Class A-16, Class A-17 and Class A-18 Certificates and Class A-20 Component One shall be considered to have been made solely from the Eighth Subsidiary Regular Interest. All payments with respect to the Class A-19 Certificates and Class A-20 Component Two shall be considered to have been made solely from the Ninth Subsidiary Regular Interest. All payments with respect to the Class A-21 Certificates shall be considered to have been made solely from the Tenth Subsidiary Regular Interest. All payments with respect to the Class A-22 Certificates shall be considered to have been made solely from the Eleventh Subsidiary Regular Interest. All payments with respect to the Class A-23 and Class A-P Certificates shall be considered to have been made solely from the Twelfth Subsidiary Regular Interest. All payments with respect to Class A-20 Component Three shall be considered to have been made solely from the Thirteenth Subsidiary Regular Interest. All payments with respect to the Class A-X Certificates shall be considered to have been made solely from the Fourth Fourteenth Subsidiary Regular Interest. (c) The principal amount of the regular interests in the Master REMIC is equal to the sum of the Original Class A Principal Balance, the Original Class M Principal Balance and the Original Class B Principal Balance. The original principal balance of the First Subsidiary Regular Interest is equal to the aggregate Original Certificate Principal Balance of the Class A-1, Class A-2, Class A-3, Class A-10, Class A-11, Class A-12, Class A-13, Class M, Class

REMIC Election. (a) The Depositor hereby instructs and authorizes the Trustee to make appropriate elections to treat each of the Subsidiary REMIC and the Master REMIC as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that each REMIC Pool be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Master REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Master REMIC shall consist of the Master Residual Interest, and all such interests shall be designated as such on the Startup Day. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Regular Interests and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the Subsidiary REMIC shall consist of the Subsidiary Residual Interest and all such interests shall be designated as such on the Startup Date. The regular interests in the Subsidiary REMIC shall be held by the Master REMIC at all times and shall not be transferable under any circumstances. (b) All payments with respect to the Class IA-1▇-▇, ▇▇▇▇▇ ▇-▇, Class IIIA-1, Class IIIA-2, Class IIIA-3A-10, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates and Class A-7 Component One and Class A-7 Component Four shall be considered to have been made solely from the First Subsidiary Regular Interest. All payments with respect to the Class IIA-1 A-1, Class A-2 and Class IIA-2 A-3 Certificates and Class A-7 Component Two shall be considered to have been made solely from the Second Subsidiary Regular Interest. All payments with respect to the Class A-4, Class A-5 and Class A-6 Certificates and Class A-7 Component Three shall be considered to have been made solely from the Third Subsidiary Regular Interest. All payments with respect to the Class A-P Certificates shall be considered to have been made solely from the Third Fourth Subsidiary Regular Interest. All payments with respect to the Class A-X Certificates shall be considered to have been made solely from the Fourth Fifth Subsidiary Regular Interest. (c) The principal amount of the regular interests in the Master REMIC is equal to the sum of the Original Class A Principal Balance, the Original Class M Principal Balance and the Original Class B Principal Balance. The original principal balance of the First Subsidiary Regular Interest is equal to the aggregate Original Certificate Principal Balance of the Class A-8, Class A-9, Class A-10, Class M, Class B- 1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates and Class A-7 Component One and Class A-7 Component Four. The original principal balance of the Second Subsidiary Regular Interest is equal to the Original Certificate Principal Balance of the Class A-1, Class A-2 and Class A-3