Common use of REMIC DESIGNATIONS AND REMIC I DISTRIBUTIONS Clause in Contracts

REMIC DESIGNATIONS AND REMIC I DISTRIBUTIONS. (a) The Trustee shall elect that each of REMIC I and REMIC II shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Protected Accounts maintained by the Company and the Servicers, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Net WAC Reserve Fund). The REMIC I Regular Interests shall constitute the assets of REMIC II. (b) On each Distribution Date, the Available Funds, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) first, to the Holders of REMIC I Regular Interest AA, REMIC Regular Interest A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2, REMIC I Regular Interest B-3 and REMIC I Regular Interest ZZ, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount and such amount will be payable to the Holders of REMIC I Regular Interest A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 and REMIC I Regular Interest B-3 in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates, respectively, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) second, to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder to the Holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders of REMIC I Regular Interest A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 and REMIC I Regular Interest B-3, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; and second, to the Holders of REMIC I Regular Interest ZZ, such remainder, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-1 Certificates; (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of Class P Certificates shall be deemed distributed in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date in January 2010, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof.

REMIC DESIGNATIONS AND REMIC I DISTRIBUTIONS. (a) The Trustee shall elect that each of REMIC I and REMIC II shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Protected Accounts maintained by the Company and the Servicers, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Net WAC Reserve Fund). The REMIC I Regular Interests shall constitute the assets of REMIC II. (b) On each Distribution Date, the Available Funds, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) first, to the Holders of REMIC I Regular Interest AA, REMIC Regular Interest AA-1, REMIC I Regular Interest A-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2, REMIC I Regular Interest B-3 ZZ and REMIC I Regular Interest ZZP, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Overcollateralized Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount and such amount will be payable to the Holders of REMIC Regular Interest A-1, REMIC I Regular Interest AA-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, B-1 and REMIC I Regular Interest B-2 and REMIC I Regular Interest B-3 in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates, respectively, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) second, to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder to the Holders of REMIC I Regular Interest AA, 98.00% of such remainder (other than amounts payable under the proviso below), until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders of REMIC Regular Interest A-1, REMIC I Regular Interest AA-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 B-1 and REMIC I Regular Interest B-3B-2, in an aggregate amount equal to 1.00% of and such remainder (other than amounts payable under the proviso below), in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; and second, ; (C) to the Holders of REMIC I Regular Interest ZZ, 1.00% of such remainderremainder (other than amounts payable under the proviso below), until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (CD) any remaining amount to the Holders of the Class R-1 Certificates;; provided, however, that 98.00% and 2.00% of any principal payments that are attributable to an Overcollateralization Release Amount shall be allocated to Holders of REMIC I Regular Interest AA and REMIC I Regular Interest ZZ, respectively. (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of Class P Certificates shall be deemed distributed in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date in January 2010June 2009, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof.

REMIC DESIGNATIONS AND REMIC I DISTRIBUTIONS. (a) The Trustee shall elect that each of REMIC I I, REMIC II and REMIC II III shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Protected Accounts maintained by the Company and the Servicers, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Net WAC Reserve Fund, the Class I-A-1/I-A-2 Net WAC Reserve Account, the Class II-A-1/II-A-2 Net WAC Reserve Account and any Prepayment Charge Waiver Amounts). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) On each Distribution Date, the Available Funds, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests (other than REMIC I Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) firstto the extent of the REMIC I Marker Allocation Percentage of the Interest Funds, to the Holders holders of REMIC I Regular Interest AA, REMIC Regular Interest A, Interests (other than REMIC I Regular Interest M-1Interests 1-Sub, REMIC I Regular Interest M-21-Grp, REMIC I Regular Interest M-32-Sub, REMIC I Regular Interest B-12-Grp, REMIC I Regular Interest B-2, REMIC I Regular Interest B-3 XX and REMIC I Regular Interest ZZP), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount, Amount by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount Amount, and such amount will be payable to the Holders holders of each REMIC I Regular Interest A, for which a REMIC I II Regular Interest M-1, REMIC I Regular is the Corresponding Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 and REMIC I Regular Interest B-3 in the same proportion as the Overcollateralization Increase Extra Principal Distribution Amount is allocated to the Corresponding Certificates, respectivelyCertificates for the Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) secondto the extent of the REMIC I Sub WAC Allocation Percentage of the Interest Funds, to the Holders holders of REMIC I Regular Interest 1-Sub, REMIC I Regular Interest 1-Grp, REMIC I Regular Interest 2-Sub, REMIC I Regular Interest 2-Grp and REMIC I Regular Interest XX, pro rata, an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (iii) to the holders of REMIC I Regular Interests, in an amount equal to the REMIC I Marker Allocation Percentage of the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause clauses (i) and (ii) above, allocated as follows: (A) 98.00% of such remainder to the Holders holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders holders of each REMIC I Regular Interest A, for which a REMIC I II Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 and REMIC I Regular Interest B-3is the Corresponding Interest, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding CertificatesCertificates for the Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; , and second, to the Holders holders of REMIC I Regular Interest ZZ, such remainder, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-1 Certificates;; and (iv) to the holders of REMIC I Regular Interest 1-Sub, REMIC I Regular Interest 1-Grp, REMIC I Regular Interest 2-Sub, REMIC I Regular Interest 2-Grp and REMIC I Regular Interest XX, in an amount equal to the REMIC I Sub WAC Allocation Percentage of the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation “Sub,” so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current aggregate Certificate Principal Balance of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining amount to REMIC I Regular Interest XX. (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of Class P Certificates shall be deemed distributed in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date in January 2010immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (d) On each Distribution Date, the Available Funds related to each Loan Group, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests (other than REMIC II Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates: (i) (i)to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest P), in the same manner and priority as paid to the Corresponding Certificates, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest C, the REMIC II Regular Interest C Distribution Amount) for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; and (ii) (ii)to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest P), in an amount equal to the remainder of the Available Funds related to each Loan Group for such Distribution Date after the distributions made pursuant to clause (i) above, allocated in the same manner and priority as paid to the Corresponding Certificates, and any remaining amount to the Holders of the Class R-2 Certificates. (e) On each Distribution Date, all amounts representing Prepayment Charges distributed in respect of the Class P Certificates shall be deemed distributed in respect of REMIC II Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC II Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC II Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (f) On each Distribution Date, for federal income tax purposes, (1) (i) each of the Regular Interests the ownership of which is represented by the Class I-A-1 Certificates and Class II-A-1 Certificates shall be deemed to receive (x) accrue interest at the related Uncertificated REMIC III Pass-Through Rate on an amount equal to the then current Certificate Principal Balances of the Class I-A-1 and Class II-A-1 Certificates, respectively, and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for each such Regular Interest, (ii) each of the Regular Interests the ownership of which is represented by the Class I-A-2 Certificates and Class II-A-2 Certificates shall be deemed to receive (x) accrue interest at the related Uncertificated REMIC III Pass-Through Rate on an amount equal to the then current Certificate Notional Amounts of the Class I-A-2 and Class II-A-2 Certificates, respectively, and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for each such Regular Interest, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class I-A-1 Certificates and Class II-A-1 Certificates shall be deemed distributed to each of the Regular Interests the ownership of which is represented by such Certificates in reduction of the related principal balance thereof. Any amounts received on each Distribution Date by Holders of the Class A Certificates at a rate equal to the related Pass-Through Rate which is in excess of, or less than, the amounts above in the related clauses (x) for the Regular Interests the ownership of which is represented by such Certificates shall be treated in accordance with the provisions relating to Class I-A-1/I-A-2 Net WAC Pass-Through Amounts and Class II-A-1/II-A-2 Net WAC Pass-Through Amounts in Sections 6.09 and 6.10, as applicable.

REMIC DESIGNATIONS AND REMIC I DISTRIBUTIONS. (a) The Trustee shall elect that each of REMIC I I, REMIC II and REMIC II III and shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Protected Accounts maintained by the Company and the Servicers, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Net WAC Reserve Fund). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) On each Distribution Date, the Available Funds, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) first, to the Holders of REMIC I Regular Interest AA, REMIC Regular Interest AA-1, REMIC I Regular Interest A-2, REMIC I Regular Interest A-3, REMIC I Regular Interest A-4, REMIC I Regular Interest A-5, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2, REMIC I Regular Interest B-3 B and REMIC I Regular Interest ZZ, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Overcollateralized Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount and such amount will be payable to the Holders of REMIC Regular Interest A-1, REMIC I Regular Interest AA-2, REMIC I Regular Interest A-3, REMIC I Regular Interest A-4, REMIC I Regular Interest A-5, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 M-2 and REMIC I Regular Interest B-3 B in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding CertificatesInterests, respectively, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) second, to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder (other than amounts payable under the proviso below) to the Holders of REMIC I Regular Interest AA,, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainderremainder (other than amounts payable under the proviso below), first, to the Holders of REMIC Regular Interest A-1, REMIC I Regular Interest AA-2, REMIC I Regular Interest A-3, REMIC I Regular Interest A-4, REMIC I Regular Interest A-5, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 M-2 and REMIC I Regular Interest B-3B, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding CertificatesInterests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; and second, to the Holders of REMIC I Regular Interest ZZ, such remainderremainder (other than amounts payable under the proviso below), until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-1 Certificates; (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of Class REMIC II Regular Interest P Certificates shall be deemed distributed in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date in January 2010August 2009, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof.

REMIC DESIGNATIONS AND REMIC I DISTRIBUTIONS. (a) The Trustee shall elect that each of REMIC I I, REMIC II and REMIC II III and shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Protected Accounts maintained by the Company and the Servicers, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Net WAC Reserve Fund). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) On each Distribution Date, the Available Funds, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) first, to the Holders of REMIC I Regular Interest AA, REMIC Regular Interest AA-1, REMIC I Regular Interest A-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2, REMIC I Regular Interest B-3 and REMIC I Regular Interest ZZ, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Overcollateralized Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount and such amount will be payable to the Holders of REMIC Regular Interest A-1, REMIC I Regular Interest AA-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 and REMIC I Regular Interest B-3 in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding CertificatesInterests, respectively, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) second, to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder to the Holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders of REMIC I Regular Interest AA-1, REMIC I Regular Interest A-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 and REMIC I Regular Interest B-3, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding CertificatesInterests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; and second, to the Holders of REMIC I Regular Interest ZZ, such remainder, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-1 Certificates; (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of Class REMIC II Regular Interest P Certificates shall be deemed distributed in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date in January 2010September 2009, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof.

REMIC DESIGNATIONS AND REMIC I DISTRIBUTIONS. (a) The Trustee shall elect that each of REMIC I I, REMIC II and REMIC II III and shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Protected Accounts maintained by the Company and the Servicers, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Net WAC Reserve Fund). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) On each Distribution Date, the Available Funds, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) first, to the Holders of REMIC I Regular Interest AA, REMIC Regular Interest AA-1, REMIC I Regular Interest A-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3B, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2, REMIC I Regular Interest B-3 ZZ and REMIC I Regular Interest ZZP, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Overcollateralized Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount and such amount will be payable to the Holders of REMIC Regular Interest A-1, REMIC I Regular Interest AA-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 M-2 and REMIC I Regular Interest B-3 B in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding CertificatesInterests, respectively, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) second, to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder to the Holders of REMIC I Regular Interest AA, 98.00% of such remainder (other than amounts payable under the proviso below), until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders of REMIC Regular Interest A-1, REMIC I Regular Interest AA-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 M-2 and REMIC I Regular Interest B-3B, in an aggregate amount equal to 1.00% of and such remainder (other than amounts payable under the proviso below), in the same proportion as principal payments are allocated to the Corresponding CertificatesInterests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; and second, ; (C) to the Holders of REMIC I Regular Interest ZZ, 1.00% of such remainderremainder (other than amounts payable under the proviso below), until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (CD) any remaining amount to the Holders of the Class R-1 Certificates;; provided, however, that 98.00% and 2.00% of any principal payments that are attributable to an Overcollateralization Release Amount shall be allocated to Holders of REMIC I Regular Interest AA and REMIC I Regular Interest ZZ, respectively. (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of Class REMIC II Regular Interest P Certificates shall be deemed distributed in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date in January 2010March 2009, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof.

REMIC DESIGNATIONS AND REMIC I DISTRIBUTIONS. (a) The Trustee shall elect that each of REMIC I I, REMIC II and REMIC II III shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Protected Accounts maintained by the Company and the Servicers, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Net WAC Reserve Fund, the Class I-A-1/I-A-2 Net WAC Reserve Account, the Class II-A-1/II-A-2 Net WAC Reserve Account and any Prepayment Charge Waiver Amounts). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) On each Distribution Date, the Available Funds, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests (other than REMIC I Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) firstto the extent of the REMIC I Marker Allocation Percentage of the Interest Funds, to the Holders holders of REMIC I Regular Interest AA, REMIC Regular Interest A, Interests (other than REMIC I Regular Interest M-1Interests 1-Sub, REMIC I Regular Interest M-21-Grp, REMIC I Regular Interest M-32-Sub, REMIC I Regular Interest B-12-Grp, REMIC I Regular Interest B-2, REMIC I Regular Interest B-3 XX and REMIC I Regular Interest ZZP), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount, Amount by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount Amount, and such amount will be payable to the Holders holders of each REMIC I Regular Interest A, for which a REMIC I II Regular Interest M-1, REMIC I Regular is the Corresponding Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 and REMIC I Regular Interest B-3 in the same proportion as the Overcollateralization Increase Extra Principal Distribution Amount is allocated to the Corresponding Certificates, respectivelyCertificates for the Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) secondto the extent of the REMIC I Sub WAC Allocation Percentage of the Interest Funds, to the Holders holders of REMIC I Regular Interest 1-Sub, REMIC I Regular Interest 1-Grp, REMIC I Regular Interest 2-Sub, REMIC I Regular Interest 2-Grp and REMIC I Regular Interest XX, pro rata, an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (iii) to the holders of REMIC I Regular Interests, in an amount equal to the REMIC I Marker Allocation Percentage of the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause clauses (i) and (ii) above, allocated as follows: (A) 98.00% of such remainder to the Holders holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders holders of each REMIC I Regular Interest A, for which a REMIC I II Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 and REMIC I Regular Interest B-3is the Corresponding Interest, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding CertificatesCertificates for the Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; , and second, to the Holders holders of REMIC I Regular Interest ZZ, such remainder, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-1 Certificates;; and (iv) to the holders of REMIC I Regular Interest 1-Sub, REMIC I Regular Interest 1-Grp, REMIC I Regular Interest 2-Sub, REMIC I Regular Interest 2-Grp and REMIC I Regular Interest XX, in an amount equal to the REMIC I Sub WAC Allocation Percentage of the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation “Sub,” so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current aggregate Certificate Principal Balance of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining amount to REMIC I Regular Interest XX. (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of Class P Certificates shall be deemed distributed in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date in January 2010immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (d) On each Distribution Date, the Available Funds related to each Loan Group, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests (other than REMIC II Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates: (i) to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest P), in the same manner and priority as paid to the Corresponding Certificates, (A) the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest C, the REMIC II Regular Interest C Distribution Amount) for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; and (ii) to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest P), in an amount equal to the remainder of the Available Funds related to each Loan Group for such Distribution Date after the distributions made pursuant to clause (i) above, allocated in the same manner and priority as paid to the Corresponding Certificates, and any remaining amount to the Holders of the Class R-2 Certificates. (e) On each Distribution Date, all amounts representing Prepayment Charges distributed in respect of the Class P Certificates shall be deemed distributed in respect of REMIC II Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC II Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC II Regular Interest P in reduction of the Uncertificated Principal Balance thereof. (f) On each Distribution Date, for federal income tax purposes, (1) (i) each of the Regular Interests the ownership of which is represented by the Class I-A-1 Certificates and Class II-A-1 Certificates shall be deemed to receive (x) accrue interest at the related Uncertificated REMIC III Pass-Through Rate on an amount equal to the then current Certificate Principal Balances of the Class I-A-1 and Class II-A-1 Certificates, respectively, and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for each such Regular Interest, (ii) each of the Regular Interests the ownership of which is represented by the Class I-A-2 Certificates and Class II-A-2 Certificates shall be deemed to receive (x) accrue interest at the related Uncertificated REMIC III Pass-Through Rate on an amount equal to the then current Certificate Notional Amounts of the Class I-A-2 and Class II-A-2 Certificates, respectively, and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for each such Regular Interest, and (2) amounts distributable in reduction of the Certificate Principal Balance of the Class I-A-1 Certificates and Class II-A-1 Certificates shall be deemed distributed to each of the Regular Interests the ownership of which is represented by such Certificates in reduction of the related principal balance thereof. Any amounts received on each Distribution Date by Holders of the Class A Certificates in excess of, or less than, the amounts specified in the foregoing for the Regular Interests the ownership of which is represented by such Certificates shall be treated in accordance with the provisions relating to Class I-A-1/I-A-2 Net WAC Pass-Through Amounts and Class II-A-1/II-A-2 Net WAC Pass-Through Amounts in Sections 6.09 and 6.10, as applicable.

REMIC DESIGNATIONS AND REMIC I DISTRIBUTIONS. (a) The Trustee shall elect that each of REMIC I I, REMIC II and REMIC II III and shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Protected Accounts maintained by the Company and the Servicers, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Net WAC Reserve Fund). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) On each Distribution Date, the Available Funds, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) first, to the Holders of REMIC I Regular Interest AA, REMIC Regular Interest AA-1, REMIC I Regular Interest A-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2, REMIC I Regular Interest B-3 and REMIC I Regular Interest ZZ, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Overcollateralized Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount and such amount will be payable to the Holders of REMIC Regular Interest A-1, REMIC I Regular Interest AA-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 and REMIC I Regular Interest B-3 in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding CertificatesInterests, respectively, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) second, to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder to the Holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders of REMIC I Regular Interest AA-1, REMIC I Regular Interest A-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I -101- Regular Interest B-2 and REMIC I Regular Interest B-3, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding CertificatesInterests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; and second, to the Holders of REMIC I Regular Interest ZZ, such remainder, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-1 Certificates; (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of Class REMIC II Regular Interest P Certificates shall be deemed distributed in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date in January 2010November 2009, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof.

REMIC DESIGNATIONS AND REMIC I DISTRIBUTIONS. (a) The Trustee shall elect that each of REMIC I I, REMIC II and REMIC II III and shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Protected Accounts maintained by the Company and the Servicers, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Net WAC Reserve Fund). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) On each Distribution Date, the Available Funds, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) first, to the Holders of REMIC I Regular Interest AA, REMIC Regular Interest AA-1, REMIC I Regular Interest A-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2, REMIC I Regular Interest B-3 and REMIC I Regular Interest ZZ, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Overcollateralized Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount and such amount will be payable to the Holders of REMIC Regular Interest A-1, REMIC I Regular Interest AA-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 and REMIC I Regular Interest B-3 in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding CertificatesInterests, respectively, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) second, to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder to the Holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders of REMIC I Regular Interest AA-1, REMIC I Regular Interest A-2, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 and REMIC I Regular Interest B-3, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding CertificatesInterests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; and second, to the Holders of REMIC I Regular Interest ZZ, such remainder, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-1 Certificates; (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of Class REMIC II Regular Interest P Certificates shall be deemed distributed in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date in January 2010October 2009, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof.

REMIC DESIGNATIONS AND REMIC I DISTRIBUTIONS. (a) The Trustee shall elect that each of REMIC I and REMIC II shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Protected Accounts maintained by the Company and the Servicers, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Net WAC Reserve Fund). The REMIC I Regular Interests shall constitute the assets of REMIC II. (b) On each Distribution Date, the Available Funds, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) first, to the Holders holders of REMIC I Regular Interest AA, REMIC I Regular Interest AA-1, REMIC I Regular Interest A-2, REMIC I Regular Interest A-3, REMIC I Regular Interest A-4, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2, REMIC I Regular Interest B-3 B-3, REMIC I Regular Interest B-4 and REMIC I Regular Interest ZZ, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount, Amount by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount Amount, and such amount will be payable to the Holders holders of REMIC I Regular Interest AA-1, REMIC I Regular Interest A-2, REMIC I Regular Interest A-3, REMIC I Regular Interest A-4, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 B-2, REMIC I Regular Interest B-3 and REMIC I Regular Interest B-3 B-4 in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates, respectively, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) second, to the Holders holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder to the Holders holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders holders of REMIC I Regular Interest AA-1, REMIC I Regular Interest A-2, REMIC I Regular Interest A-3, REMIC I Regular Interest A-4, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 B-2, REMIC I Regular Interest B-3 and REMIC I Regular Interest B-3B-4, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding CertificatesCertificates for each such REMIC I Regular Interest, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; , and second, to the Holders holders of REMIC I Regular Interest ZZ, such remainder, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-1 Certificates;. (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of Class P Certificates shall be deemed distributed in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date in January 2010immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof.

REMIC DESIGNATIONS AND REMIC I DISTRIBUTIONS. (a) The Trustee shall elect that each of REMIC I I, REMIC II and REMIC II III and shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Protected Accounts maintained by the Company and the Servicers, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Net WAC Reserve Fund). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) On each Distribution Date, the Available Funds, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) first, to the Holders of REMIC I Regular Interest AA, REMIC Regular Interest AA-1, REMIC I Regular Interest A-2, REMIC I Regular Interest A-3, REMIC I Regular Interest A-4, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3BA, REMIC I Regular Interest B-1BB, REMIC I Regular Interest B-2, REMIC I Regular Interest B-3 ZZ and REMIC I Regular Interest ZZP, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Overcollateralized Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount and such amount will be payable to the Holders of REMIC Regular Interest A-1, REMIC I Regular Interest AA-2, REMIC I Regular Interest A-3, REMIC I Regular Interest A-4, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 BA and REMIC I Regular Interest B-3 BB in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding CertificatesInterests, respectively, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) second, to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder to the Holders of REMIC I Regular Interest AA, 98.00% of such remainder (other than amounts payable under the proviso below), until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders of REMIC Regular Interest A-1, REMIC I Regular Interest AA-2, REMIC I Regular Interest A-3, REMIC I Regular Interest A-4, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 BA and REMIC I Regular Interest B-3BB, in an aggregate amount equal to 1.00% of and such remainder (other than amounts payable under the proviso below), in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; and second, ; (C) to the Holders of REMIC I Regular Interest ZZ, 1.00% of such remainderremainder (other than amounts payable under the proviso below), until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (CD) any remaining amount to the Holders of the Class R-1 Certificates;; provided, however, that 98.00% and 2.00% of any principal payments that are attributable to an Overcollateralization Release Amount shall be allocated to Holders of REMIC I Regular Interest AA and REMIC I Regular Interest ZZ, respectively. (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of Class REMIC II Regular Interest P Certificates shall be deemed distributed in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date in January 2010November 2008, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof.

REMIC DESIGNATIONS AND REMIC I DISTRIBUTIONS. (a) The Trustee shall elect that each of REMIC I and REMIC II shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Protected Accounts maintained by the Company and the Servicers, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Net WAC Reserve Fund). The REMIC I Regular Interests shall constitute the assets of REMIC II. (b) On each Distribution Date, the Available Funds, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) first, to the Holders holders of REMIC I Regular Interest AA, REMIC Regular Interest A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2, REMIC I Regular Interest B-3 B-3, REMIC I Regular Interest B-4 and REMIC I Regular Interest ZZ, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount, Amount by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount Amount, and such amount will be payable to the Holders holders of REMIC I Regular Interest A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 B-2, REMIC I Regular Interest B-3 and REMIC I Regular Interest B-3 B-4 in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates, respectively, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) second, to the Holders holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder to the Holders holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders holders of REMIC I Regular Interest A, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest B-2 B-2, REMIC I Regular Interest B-3 and REMIC I Regular Interest B-3B-4, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; , and second, to the Holders holders of REMIC I Regular Interest ZZ, such remainder, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (C) any remaining amount to the Holders of the Class R-1 Certificates;. (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of Class P Certificates shall be deemed distributed in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date in January June 2010, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof.

REMIC DESIGNATIONS AND REMIC I DISTRIBUTIONS. (a) The Trustee shall elect that each of REMIC I I, REMIC II and REMIC II III and shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Master Servicer Collection Account, the Protected Accounts maintained by the Company and the Servicers, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Net WAC Reserve Fund). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. (b) On each Distribution Date, the Available Funds, in the following order of priority and in accordance with the Remittance Report, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be: (i) first, to the Holders of REMIC I Regular Interest LTI-AA, REMIC Regular Interest ALTI-A1, REMIC I Regular Interest M-1LTI-A2, REMIC I Regular Interest M-2LTI-A3, REMIC I Regular Interest M-3LTI-A4, REMIC I Regular Interest B-1LTI-A5, REMIC I Regular Interest B-2LTI- M1, REMIC I Regular Interest B-3 LTI-M2, REMIC I Regular Interest LTI-B, REMIC I Regular Interest LTI-ZZ and REMIC I Regular Interest ZZLTI-P, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest LTI-ZZ shall be reduced and deferred when the REMIC I Overcollateralization Overcollateralized Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest LTI-ZZ Maximum Interest Deferral Amount and such amount will be payable to the Holders of REMIC I Regular Interest ALTI-A1, REMIC I Regular Interest M-1LTI-A2, REMIC I Regular Interest M-2LTI-A3, REMIC I Regular Interest M-3LTI-A5, REMIC I Regular Interest B-1LTI- M1, REMIC I Regular Interest B-2 LTI-M2 and REMIC I Regular Interest B-3 LTI-B in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates, respectively, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amountInterests; (ii) second, to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (A) 98.00% of such remainder to the Holders of REMIC I Regular Interest LTI-AA, 98.00% of such remainder (other than amounts payable under the proviso below), until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders of REMIC I Regular Interest ALTI-A1, REMIC I Regular Interest M-1LTI-A2, REMIC I Regular Interest M-2LTI-A3, REMIC I Regular Interest M-3LTI-A5, REMIC I Regular Interest B-1LTI-M1, REMIC I Regular Interest B-2 LTI-M2 and REMIC I Regular Interest B-3LTI-B, in an aggregate amount equal to 1.00% of and such remainder (other than amounts payable under the proviso below), in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; and second, ; (C) to the Holders of REMIC I Regular Interest LTI-ZZ, 1.00% of such remainderremainder (other than amounts payable under the proviso below), until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; then (CD) any remaining amount to the Holders of the Class R-1 Certificates;; provided, however, that 98.00% and 2.00% of any principal payments that are attributable to an Overcollateralization Release Amount shall be allocated to Holders of REMIC I Regular Interest LTI-AA and REMIC I Regular Interest LTI-ZZ, respectively. (c) On each Distribution Date, all amounts representing Prepayment Charges deemed distributed in respect of Class REMIC II Regular Interest LTII-P Certificates shall be deemed distributed in respect of REMIC I Regular Interest LTI-P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest LTI-P. On the Distribution Date in January 2010September 2008, $100 shall be deemed distributed in respect of REMIC I Regular Interest LTI-P in reduction of the Uncertificated Principal Balance thereof.