Common use of REMIC III Clause in Contracts

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None

REMIC III. As provided hereinOn each Distribution Date, following the Tax Administrator will elect distributions with respect to treat the segregated pool of assets consisting of Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the REMIC II Regular Interests as a REMIC for federal income tax purposes, and Principal Balance Certificates on such segregated pool of assets Distribution Date will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership allocated to the respective Classes of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Principal Balance Certificates (other than the Interest Only Exchangeable Certificates) and the REMIC respective EX XXXXX III Components is Regular Interests (and correspondingly, the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A applicable Exchangeable Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest ) as follows: (i) first, to the Class of H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates and (ii) the REMIC III Component of the Class X-AD Certificates, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificatesin that order, in each case for which in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, Aggregate Certificate Balance is reduced to zero; (ii) second, to the initial aggregate Uncertificated Principal Balance of Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC I III Regular Interests, Interest); (iii) third, to the initial aggregate Uncertificated Principal Balance of Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC II III Regular Interests and Interest); (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth fourth, to the Class DesignationA-S REMIC III Regular Interest (and correspondingly, Passthe Class A-Through Rate S Certificates and initial the Class Principal Balance for each PST Certificates, pro rata, based on the Class of Certificates. A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and (v) fifth, to the Class A-1 1.4790% per annum $ 57,333,000 Certificates, the Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Certificates, Class A-SB 3.4640% per annum $ 102,144,000 Certificates, Class A-S Variable(1) $ 104,132,000 A-3 Certificates and Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneA-4 Certificates, on a pro rata basis in accordance with, and in reduction of, the respective Aggregate Certificate Balances of such Classes of Principal Balance Certificates until such Aggregate Certificate Balances are reduced to zero.

REMIC III. As provided hereinOn each Distribution Date, following the Tax Administrator will elect distributions with respect to treat the segregated pool of assets consisting of Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the REMIC II Regular Interests as a REMIC for federal income tax purposes, and Principal Balance Certificates on such segregated pool of assets Distribution Date will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership allocated to the respective Classes of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Principal Balance Certificates (other than the Interest Only Exchangeable Certificates) and the REMIC respective XX XXXXX III Components is Regular Interests (and correspondingly, the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A applicable Exchangeable Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest ) as follows: (i) first, to the Class of H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates and (ii) the REMIC III Component of the Class X-AD Certificates, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificatesin that order, in each case for which in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, Aggregate Certificate Balance is reduced to zero; (ii) second, to the initial aggregate Uncertificated Principal Balance of Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC I III Regular Interests, Interest); (iii) third, to the initial aggregate Uncertificated Principal Balance of Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC II III Regular Interests and Interest); (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth fourth, to the Class DesignationA-S REMIC III Regular Interest (and correspondingly, Passthe Class A-Through Rate S Certificates and initial the Class Principal Balance for each PST Certificates, pro rata, based on the Class of Certificates. A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and (v) fifth, to the Class A-1 1.4790% per annum $ 57,333,000 Certificates, the Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Certificates, Class A-SB 3.4640% per annum $ 102,144,000 Certificates, Class A-S Variable(1) $ 104,132,000 A-3 Certificates, Class B Variable(1) $ 68,802,000 A-4 Certificates and Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneA-5 Certificates, on a pro rata basis in accordance with, and in reduction of, the respective Aggregate Certificate Balances of such Classes of Principal Balance Certificates until such Aggregate Certificate Balances are reduced to zero.

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0A-4, Xxxxx X-0Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y A Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class A-S Certificates and Class A-S-PEX Component will each evidence ownership of a specified portion from time to time of the Class A-S Regular Interest. The Class B Certificates and Class B-PEX Component will each evidence ownership of a specified portion from time to time of the Class B Regular Interest. The Class C Certificates and Class C-PEX Component will each evidence ownership of a specified portion from time to time of the Class C Regular Interest. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Class X-A Certificates), the Class A-S Regular Interest, Class B Regular Interest Only Certificates) and Class C Regular Interest and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates Certificates, Class PEX Component and/or Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y A Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will be $1,487,599,7931,037,956,638. The following table irrevocably sets forth the Class Designationclass designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates, the Class PEX Components and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest. Class A-1 1.47901.1910% per annum $ 57,333,000 48,516,000 Class A-2 2.97603.0270% per annum $ 75,863,000 103,340,000 Class A-3 3.52803.6510% per annum $ 59,936,000 140,000,000 Class A-4 3.48803.8960% per annum $ 360,000,000 170,000,000 Class A-5 3.7520Variable(1) $ 201,014,000 Class A-SB 3.6760% per annum $ 386,043,000 63,699,000 Class AX-SB 3.4640% per annum $ 102,144,000 A Variable(1) (2) Class A-S Variable(1) $ 104,132,000 35,031,000 Class A-S-PEX Component(3) Variable(1) $ 35,031,000 Class A-S Regular Interest(3) Variable(1) $ 70,062,000 Class B Variable(1) $ 68,802,000 36,329,000 Class C B-PEX Component(3) Variable(1) $ 52,066,000 36,328,000 Class B Regular Interest Variable(1) $ 72,657,000 Class C(3) Variable(1) $ 18,164,000 Class C-PEX Component(3) Variable(1) $ 18,165,000 Class C Regular Interest Variable(1) $ 36,329,000 Class PEX(3) (4) $ 89,524,000 Class D Variable(1) $ 111,570,000 66,169,000 Class E 3.4550% per annum Variable(1) $ 31,611,000 19,462,000 Class F 3.4550% per annum Variable(1) $ 14,876,000 7,785,000 Class G 3.4550% per annum Variable(1) $ 63,223,793 Class R None None38,923,637

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0A-4, Xxxxx X-0Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-CE, Class X-D, Class X-E F and Class X-Y G Certificates will evidence ownership of seven (7), three two (3), one (12), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class A-S Certificates and Class A-S-PEX Component will each evidence ownership of a specified portion from time to time of the Class A-S Regular Interest. The Class B Certificates and Class B-PEX Component will each evidence ownership of a specified portion from time to time of the Class B Regular Interest. The Class C Certificates and Class C-PEX Component will each evidence ownership of a specified portion from time to time of the Class C Regular Interest. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) ), the Class A-S Regular Interest, the Class B Regular Interest, the Class C Regular Interest and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y F Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y F Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-G Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-G Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates Certificates, Class PEX Component and/or Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-CE, Class X-D, Class X-E F or Class X-Y G Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will be $1,487,599,793829,624,316. Class Designations of the Certificates, the Class PEX Components and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates, the Class PEX Components and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest. Class A-1 1.47901.4710% per annum $ 57,333,000 $30,186,000 Class A-2 2.97602.6780% per annum $ 75,863,000 $83,309,000 Class A-3 3.52803.0860% per annum $ 59,936,000 $43,133,000 Class A-4 3.48802.9250% per annum $ 360,000,000 $155,000,000 Class A-5 3.75203.1840% per annum $ 386,043,000 $215,903,000 Class A-SB 3.46402.9780% per annum $ 102,144,000 $53,206,000 Class X-A Variable(1) (2) Class X-B Variable(1) (3) Class X-E Variable(1) (4) Class X-F Variable(1) (5) Class X-G Variable(1) (6) Class A-S(7) 3.4670% per annum $27,999,000 Class A-S-PEX Component(7) 3.4670% per annum $0 Class A-S Regular Interest(7) 3.4670% per annum $27,999,000 Class B(7) 3.7190% per annum $50,815,000 Class B-PEX Component(7) 3.7190% per annum $0 Class B Regular Interest(7) 3.7190% per annum $50,815,000 Class C(7) Variable(1) $ 104,132,000 $51,851,000 Class B C-PEX Component(7) Variable(1) $ 68,802,000 $0 Class C Regular Interest(7) Variable(1) $ 52,066,000 $51,851,000 Class PEX(7) (8) $0 Class D Variable(1) $ 111,570,000 $44,593,000 Class E 3.45502.6300% per annum $ 31,611,000 $27,999,000 Class F 3.45502.6300% per annum $ 14,876,000 $14,519,000 Class G 3.45502.6300% per annum $ 63,223,793 $31,111,316 Class R None NoneNone Class V None (9)

REMIC III. As provided hereinOn each Distribution Date, following the Tax Administrator will elect distributions with respect to treat the segregated pool of assets consisting of Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the REMIC II Regular Interests as a REMIC for federal income tax purposes, and Principal Balance Certificates on such segregated pool of assets Distribution Date will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership allocated to the respective Classes of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Principal Balance Certificates (other than the Interest Only EC Trust Certificates) and the respective EC Trust REMIC III Components is Regular Interests (and correspondingly, the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A applicable EC Trust Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest ) as follows: (i) first, to the Class of H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates and (ii) the REMIC III Component of the Class X-AD Certificates, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificatesin that order, in each case for which in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, Aggregate Certificate Balance is reduced to zero; (ii) second, to the initial aggregate Uncertificated Principal Balance of Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC I III Regular Interests, Interest); (iii) third, to the initial aggregate Uncertificated Principal Balance of Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC II III Regular Interests and Interest); (iv) fourth, to the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1REMIC III Regular Interest (and correspondingly, the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and (v) $ 104,132,000 fifth, to the Class B Variable(1) $ 68,802,000 A-1 Certificates, the Class C Variable(1) $ 52,066,000 A-2 Certificates, Class D Variable(1) $ 111,570,000 A-AB Certificates, Class E 3.4550% per annum $ 31,611,000 A-3 Certificates and the Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneA-4 Certificates, on a pro rata basis in accordance with, and in reduction of, the respective Aggregate Certificate Balances of such Classes of Principal Balance Certificates until such Aggregate Certificate Balances are reduced to zero.

REMIC III. As provided herein(a) On each Distribution Date, following any allocations of Trust Advisor Expenses on such Distribution Date pursuant to Section 6.11, the Tax Certificate Administrator will elect shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Liquidation Proceeds, which shall be distributed in accordance with Section 6.5(b), and any Excess Interest, which shall be distributed in accordance with Section 6.5(c)), in the following amounts and order of assets consisting priority: (i) to make payments to the Holders of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0A-0, Xxxxx X-0, Class A-SB, Class A-SA-3, Class BA-4, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E B and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” , in an amount up to all Distributable Certificate Interest with respect to such Classes of Certificates for such Distribution Date, pro rata in proportion to the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Distributable Certificate Interest payable to each such Class; (ii) to make payments to the Holders of the Class XA-0, Xxxxx X-0, Class A-D Certificates is hereby irrevocably assigned SB, Class A-3 and Class A-4 Certificates, in reduction of the alphanumeric designation under respective Aggregate Certificate Balances thereof, in an amount up to the column heading “REMIC III Component of Class X-D Certificates” in remaining Principal Distribution Amount for such Distribution Date: first, to the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Holders of the Class XA-E Certificates is hereby irrevocably assigned SB Certificates, the alphanumeric designation under Principal Distribution Amount for such Distribution Date, until the column heading “REMIC III Component of Class X-E Certificates” in Aggregate Certificate Balance thereof has been reduced to the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Planned Principal Balance for such Distribution Date, second, to the Holders of the Class X-Y Certificates A-1 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance thereof is hereby irrevocably assigned reduced to zero, third, upon payment in full of the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component Aggregate Certificate Balance of the Class XA-1 Certificates, to the Holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero, fourth, upon payment in full of the Aggregate Certificate Balance of the Class A-2 Certificates, to the Holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero, fifth, upon payment in full of the Aggregate Certificate Balance of the Class A-3 Certificates, to the Holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-4 Certificates has been reduced to zero, and sixth, upon payment in full of the Aggregate Certificate Balance of the Class A-4 Certificates, to the Holders of the Class A-SB Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-SB Certificates has been reduced to zero; (iii) to make payments to the Holders of the Class A-0, Xxxxx X-0, Class XA-BSB, Class XA-3 and Class A-4 Certificates, pro rata in proportion to their respective entitlements to reimbursement described in this clause, to reimburse any unreimbursed Collateral Support Deficits previously allocated thereto and not previously fully reimbursed, plus any unpaid interest at the applicable Pass-C, Class X-D, Class X-E or Class X-Y CertificatesThrough Rate on such Collateral Support Deficits, in each case for which such from the date allocated; (iv) to make payments concurrently, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Class A-S Percentage Interest of the Distributable Certificate Interest with respect to the Class A-S REMIC II III Regular Interest constitutes a Corresponding for such Distribution Date, and to the Holders of the Class PST Certificates, in respect of interest, up to an amount equal to the Class A-S-PST Percentage Interest of the Distributable Certificate Interest with respect to the Class A-S REMIC II III Regular Interest for such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class A-S REMIC III Regular Interest: Each ; (v) upon payment in full of the Aggregate Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, to make payments concurrently, to the Holders of the Class A-S Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class A-S Percentage Interest of the Principal Distribution Amount for such Distribution Date (i) reduced by any prior distributions thereof hereunder), and to the CutHolders of the Class PST Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class A-off S-PST Percentage Interest of the Principal Distribution Amount for such Distribution Date Pool Balance(reduced by any prior distributions thereof hereunder), (ii) pro rata, in proportion to their respective percentage interests in the initial aggregate Uncertificated Principal Class A-S REMIC III Regular Interest, until the Aggregate Certificate Balance of the REMIC I Regular InterestsClass A-S Certificates and the Class PST Component A-S Principal Amount have been reduced to zero; (vi) to make payments concurrently, (iii) to the initial aggregate Uncertificated Principal Balance Holders of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only A-S Certificates) will be $1,487,599,793. The following table irrevocably sets forth , in an amount up to the Class DesignationA-S Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class A-S REMIC III Regular Interest (and correspondingly to the Class A-S Certificates), plus interest on that amount at the Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 the Class A-S Variable(1Certificates from the date the related Collateral Support Deficit was allocated to the Class A-S REMIC III Regular Interest, and to the Holders of the Class PST Certificates, in an amount up to the Class A-S-PST Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class A-S REMIC III Regular Interest (and correspondingly to the Class PST Certificates), plus interest on that amount at the Pass-Through Rate for the Class A-S Certificates from the date the related Collateral Support Deficit was allocated to the Class A-S REMIC III Regular Interest, pro rata, in proportion to their respective percentage interests in the Class A-S REMIC III Regular Interest (vii) $ 104,132,000 to make payments concurrently, to the Holders of the Class B Variable(1Certificates, in respect of interest, up to an amount equal to the Class B Percentage Interest of the Distributable Certificate Interest with respect to the Class B REMIC III Regular Interest for such Distribution Date, and to the Holders of the Class PST Certificates, in respect of interest, up to an amount equal to the Class B-PST Percentage Interest of the Distributable Certificate Interest with respect to the Class B REMIC III Regular Interest for such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class B REMIC III Regular Interest; (viii) $ 68,802,000 upon payment in full of the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount, to make payments concurrently, to the Holders of the Class B Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class B Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), and to the Holders of the Class PST Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class B-PST Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), pro rata, in proportion to their respective percentage interests in the Class B REMIC III Regular Interest, until the Aggregate Certificate Balance of the Class B Certificates and the Class PST Component B Principal Amount have been reduced to zero; (ix) to make payments concurrently, to the Holders of the Class B Certificates, in an amount up to the Class B Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class B REMIC III Regular Interest (and correspondingly to the Class B Certificates), plus interest on that amount at the Pass-Through Rate for the Class B Certificates from the date the related Collateral Support Deficit was allocated to the Class B REMIC III Regular Interest, and to the Holders of the Class PST Certificates, in an amount up to the Class B-PST Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class B REMIC III Regular Interest (and correspondingly to the Class PST Certificates), plus interest on that amount at the Pass-Through Rate for the Class B Certificates from the date the related Collateral Support Deficit was allocated to the Class B REMIC III Regular Interest, pro rata, in proportion to their respective percentage interests in the Class B REMIC III Regular Interest; (x) to make payments concurrently, to the Holders of the Class C Variable(1Certificates, in respect of interest, up to an amount equal to the Class C Percentage Interest of the Distributable Certificate Interest with respect to the Class C REMIC III Regular Interest for such Distribution Date, and to the Holders of the Class PST Certificates, in respect of interest, up to an amount equal to the Class C-PST Percentage Interest of the Distributable Certificate Interest with respect to the Class C REMIC III Regular Interest for such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class C REMIC III Regular Interest; (xi) $ 52,066,000 upon payment in full of the Aggregate Certificate Balance of the Class B Certificates and the Class PST Component B Principal Amount, to make payments concurrently, to the Holders of the Class C Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class C Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), and to the Holders of the Class PST Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class C-PST Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), pro rata, in proportion to their respective percentage interests in the Class C REMIC III Regular Interest, until the Aggregate Certificate Balance of the Class C Certificates and the Class PST Component C Principal Amount have been reduced to zero; (xii) to make payments concurrently, to the Holders of the Class C Certificates, in an amount up to the Class C Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class C REMIC III Regular Interest (and correspondingly to the Class C Certificates), plus interest on that amount at the Pass-Through Rate for the Class C Certificates from the date the related Collateral Support Deficit was allocated to the Class C REMIC III Regular Interest, and to the Holders of the Class PST Certificates, in an amount up to the Class C-PST Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class C REMIC III Regular Interest (and correspondingly to the Class PST Certificates), plus interest on that amount at the Pass-Through Rate for the Class C Certificates from the date the related Collateral Support Deficit was allocated to the Class C REMIC III Regular Interest, pro rata, in proportion to their respective percentage interests in the Class C REMIC III Regular Interest; (xiii) to make payments to the Holders of the Class D Variable(1) $ 111,570,000 Certificates, in an amount up to all Distributable Certificate Interest with respect to such Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None Noneof Certificates for such Distribution Date;

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0A-4, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-BE, Class X-C, Class X-D, Class X-E F and Class X-Y G Certificates will evidence ownership of seven six (7), three (3), one (16), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class A-S Certificates and Class A-S-PEX Component will each evidence ownership of a specified portion from time to time of the Class A-S Regular Interest. The Class B Certificates and Class B-PEX Component will each evidence ownership of a specified portion from time to time of the Class B Regular Interest. The Class C Certificates and Class C-PEX Component will each evidence ownership of a specified portion from time to time of the Class C Regular Interest. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) ), the Class A-S Regular Interest, the Class B Regular Interest, the Class C Regular Interest and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y F Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y F Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-G Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-G Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates Certificates, Class PEX Component and/or Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest and (ii) the REMIC III Component of the Class X-A, Class X-BE, Class X-C, Class X-D, Class X-E F or Class X-Y G Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will be $1,487,599,7931,164,686,418. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates, the Class PEX Components and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest. Class A-1 1.47901.5310% per annum $ 57,333,000 $42,399,000 Class A-2 2.97602.8550% per annum $ 75,863,000 $54,565,000 Class A-3 3.52803.2900% per annum $ 59,936,000 $235,000,000 Class A-4 3.48803.5400% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 $396,130,000 Class A-SB 3.46403.3060% per annum $ 102,144,000 $87,186,000 Class X-A Variable(1) (2) Class X-E Variable(1) (3) Class X-F Variable(1) (4) Class X-G Variable(1) (5) Class A-S(6) Variable(1) $88,807,000 Class A-S-PEX Component(6) Variable(1) $0 Class A-S Regular Interest(6) Variable(1) $ 104,132,000 $88,807,000 Class B(6) Variable(1) $62,602,000 Class B-PEX Component(6) Variable(1) $0 Class B Regular Interest(6) Variable(1) $ 68,802,000 $62,602,000 Class C(6) Variable(1) $50,955,000 Class C-PEX Component(6) Variable(1) $0 Class C Regular Interest(6) Variable(1) $ 52,066,000 $50,955,000 Class PEX(6) (7) $0 Class D Variable(1) $ 111,570,000 $58,235,000 Class E 3.45503.0000% per annum $ 31,611,000 $30,573,000 Class F 3.45503.0000% per annum $ 14,876,000 $23,293,000 Class G 3.45503.0000% per annum $ 63,223,793 $34,941,418 Class R None NoneNone Class V None (8)

REMIC III. As provided hereinOn each Distribution Date, following the Tax Administrator will elect distributions with respect to treat the segregated pool of assets consisting of Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the REMIC II Regular Interests as a REMIC for federal income tax purposes, and Principal Balance Certificates on such segregated pool of assets Distribution Date will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership allocated to the respective Classes of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Principal Balance Certificates (other than the Interest Only Exchangeable Certificates and the Swap Certificates), the respective EX XXXXX III Regular Interests (and correspondingly, the applicable Exchangeable Certificates) and the respective Swap REMIC III Components is Regular Interests (and correspondingly, the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A applicable Swap Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest ) as follows: (i) first, to the Class of J Certificates, the Class H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates and (ii) the REMIC III Component of the Class X-AD Certificates, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificatesin that order, in each case for which in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, Aggregate Certificate Balance is reduced to zero; (ii) second, to the initial aggregate Uncertificated Principal Balance of Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC I III Regular Interests, Interest); (iii) third, to the initial aggregate Uncertificated Principal Balance of Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC II III Regular Interests and Interest); (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth fourth, to the Class DesignationA-S REMIC III Regular Interest (and correspondingly, Passthe Class A-Through Rate S Certificates and initial the Class Principal Balance for each PST Certificates, pro rata, based on the Class of Certificates. A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and (v) fifth, to the Class A-1 1.4790% per annum $ 57,333,000 Certificates, the Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Certificates, Class A-SB 3.4640% per annum $ 102,144,000 Certificates, Class A-S Variable(1) $ 104,132,000 A-3 Certificates, Class B Variable(1) $ 68,802,000 A-4 Certificates and Class C Variable(1) $ 52,066,000 A-5 Certificates and to the Class D Variable(1) $ 111,570,000 A-3FL REMIC III Regular Interest (and correspondingly, the Class E 3.4550% per annum $ 31,611,000 A-3FL Certificates and the Class F 3.4550% per annum $ 14,876,000 A-3FX Certificates, pro rata, based on the Class G 3.4550% per annum $ 63,223,793 A-3FL Percentage Interest and the Class R None NoneA-3FX Percentage Interest, respectively, in the Class A-3FL REMIC III Regular Interest), on a pro rata basis in accordance with, and in reduction of, the respective Aggregate Certificate Balances of such Classes of Principal Balance Certificates and Swap REMIC III Regular Interests until such Aggregate Certificate Balances are reduced to zero.

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0A-4, Xxxxx X-0Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-CE, Class X-D, Class X-E F and Class X-Y G Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class A-S Certificates and Class A-S-PEX Component will each evidence ownership of a specified portion from time to time of the Class A-S Regular Interest. The Class B Certificates and Class B-PEX Component will each evidence ownership of a specified portion from time to time of the Class B Regular Interest. The Class C Certificates and Class C-PEX Component will each evidence ownership of a specified portion from time to time of the Class C Regular Interest. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) ), the Class A-S Regular Interest, the Class B Regular Interest, the Class C Regular Interest and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y F Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y F Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-G Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-G Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates Certificates, Class PEX Component and/or Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-CE, Class X-D, Class X-E F or Class X-Y G Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: REMIC II Regular Interest Class of Certificates or REMIC III Regular Interest REMIC III Component of Class X-A Certificates REMIC III Component of Class X-B Certificates REMIC III Component of Class X-E Certificates REMIC III Component of Class X-F Certificates REMIC III Component of Class X-G Certificates Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will be $1,487,599,7931,138,484,364. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. , the Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 PEX Components and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest. Class X-A Variable(1) $ 104,132,000 (2) Class X-B Variable(1) $ 68,802,000 (3) Class C X-E Variable(1) $ 52,066,000 (4) Class D X-F Variable(1) $ 111,570,000 (5) Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class X-G 3.4550% per annum $ 63,223,793 Variable(1) (6) Class R None NoneNone Class V None (9)

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0A-4, Xxxxx X-0Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the Class A-S, Class B, Class C Regular Interests will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes class(es) of “regular interests” in REMIC III, respectively, all as described herein. The Class A-S Certificates and Class A-S-PEX Component will each evidence ownership of a specified portion from time to time of the Class A-S Regular Interest. The Class B Certificates and Class B PEX Component will each evidence ownership of a specified portion from time to time of the Class B Regular Interest. The Class C Certificates and Class C PEX Component will each evidence ownership of a specified portion from time to time of the Class C Regular Interest. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Class X-A, X-B, X-C, X-D, X-E and X-Y Certificates) ), the Class A-S, Class B, Class C Regular Interests and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates Certificates, Class PEX Component and/or Class A-S, Class B or Class C Regular Interest and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None:

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to Excess Liquidation Proceeds which shall be distributed in accordance with Section 6.5(b) and the amount attributable to Excess Interest which shall be distributed in accordance with Section 6.5(c)) in the following amounts and order of assets consisting priority: (i) to the holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class X-1 Certificates and Class X-2 Certificates, the Distributable Certificate Interest Amount in respect of such Class for federal income tax purposessuch Distribution Date, pro rata in proportion to the Distributable Certificate Interest Amount payable in respect of each such Class, (ii) to the holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the aggregate Certificate Balance of the Class A-1 Certificates has been reduced to zero; (iii) upon payment in full of the Certificate Balance of the Class A-1 Certificates, to the Holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions to holders of Class A-1 Certificates hereunder) until the Certificate Balance of the Class A-2 Certificates has been reduced to zero, (iv) upon payment in full of the Certificate Balance of the Class A-2 Certificates, to the Holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions to holders of Class A-1 and Class A-2 Certificates hereunder) until the Certificate Balance of the Class A-3 Certificates has been reduced to zero, (v) upon payment in full of the Certificate Balance of the Class A-3 Certificates, to the Holders of the Class A-4 Certificates, the Principal Distribution Amount for such segregated pool Distribution Date (reduced by any prior distributions to holders of assets will be designated as “REMIC III”. The Class A-1, Class A-2 and Class A-3 Certificates hereunder) until the Certificate Balance of the Class A-4 Certificates has been reduced to zero, (vi) upon payment in full of the Certificate Balance of the Class A-4 Certificates, to the Holders of the Class A-5 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions to holders of Class A-1, Class A-2, Class A-3A-3 and Class A-4 Certificates hereunder) until the Certificate Balance of the Class A-5 Certificates has been reduced to zero, (vii) to the Holders of the Class A Certificates, Class X-0X-1 Certificates and Class X-2 Certificates, Xxxxx X-0pro rata (treating principal and interest losses separately) in proportion to their respective entitlements to reimbursement described in this clause, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses, (viii) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date, (ix) upon payment in full of the Certificate Balance of the Class A Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions to holders of Class A Certificates hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero, (x) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses, (xi) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date, (xii) upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions to holders of Class A and Class B Certificates hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero, (xiii) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses, (xiv) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date, (xv) upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions to holders of Class A, Class B and Class C Certificates hereunder), until the Certificate Balance of the Class D Certificates has been reduced to zero, (xvi) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses, (xvii) to the Holders of the Class E Certificates, Distributable Certificate Interest for such Distribution Date (xviii) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions to holders of Class A-SB, Class B, Class C and Class D Certificates hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero, (xix) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses, (xx) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date, (xxi) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions to holders of Class A, Class B, Class C, Class D and Class E Certificates hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero, (xxii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SThrough Rate on such Realized Losses, (xxiii) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date, (xxiv) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions to holders of Class A, Class B, Class C, Class D, Class E and Class F Certificates hereunder), until the Certificate Balance of the Class G Certificates has been reduced to zero, (xxv) to the Holders of the Class G Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses, (xxvi) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date, (xxvii) upon payment in full of the Certificate Balance of the Class G Certificates, to the Holders of the Class H Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions to holders of Class A, Class B, Class C, Class D, Class E, Class F and Class G H Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7hereunder), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) until the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components Certificate Balance of the Class X-A H Certificates are hereby irrevocably assigned has been reduced to zero, (xxviii) to the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y H Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, applicable Pass-Through Rate and initial on such Realized Losses, (xxix) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date, (xxx) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Balance Distribution Amount for each Class such Distribution Date (reduced by any prior distributions to holders of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 , Class A-S Variable(1) $ 104,132,000 B, Class B Variable(1) $ 68,802,000 C, Class C Variable(1) $ 52,066,000 D, Class D Variable(1) $ 111,570,000 E, Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 F, Class G 3.4550% per annum $ 63,223,793 and Class R None NoneH Certificates hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero, (xxxi) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses,

REMIC III. As provided hereinOn each Distribution Date, following the Tax Administrator will elect distributions with respect to treat the segregated pool of assets consisting of Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the REMIC II Regular Interests as a REMIC for federal income tax purposes, and Principal Balance Certificates on such segregated pool of assets Distribution Date will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership allocated by the Certificate Administrator to the respective Classes of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Principal Balance Certificates (other than the Interest Only Exchangeable Certificates), the respective EX XXXXX III Regular Interests (and correspondingly, the applicable Exchangeable Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest as follows: (i) first, to the Class of J Certificates, the Class H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates and (ii) the REMIC III Component of the Class X-AD Certificates, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificatesin that order, in each case for which in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, Aggregate Certificate Balance is reduced to zero; (ii) second, to the initial aggregate Uncertificated Principal Balance of Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC I III Regular Interests, Interest); (iii) third, to the initial aggregate Uncertificated Principal Balance of Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC II III Regular Interests and Interest); (iv) fourth, to the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1REMIC III Regular Interest (and correspondingly, the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and (v) $ 104,132,000 fifth, to the Class B Variable(1) $ 68,802,000 A-1 Certificates, the Class C Variable(1) $ 52,066,000 A-2 Certificates, Class D Variable(1) $ 111,570,000 A-AB Certificates, Class E 3.4550% per annum $ 31,611,000 A-3 Certificates and the Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneA-4 Certificates, on a pro rata basis in accordance with, and in reduction of, the respective Aggregate Certificate Balances of such Classes of Principal Balance Certificates until such Aggregate Certificate Balances are reduced to zero.

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F F, Class G, Class SJ-A, Class SJ-B, Class SJ-C, Class SJ-D Certificates and the Class A-S, Class B and Class G Certificates C Regular Interests will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, D and Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class A-S Certificates and Class A-S-PEX Component will each evidence ownership of a specified portion from time to time of the Class A-S Regular Interest. The Class B Certificates and Class B-PEX Component will each evidence ownership of a specified portion from time to time of the Class B Regular Interest. The Class C Certificates and Class C-PEX Component will each evidence ownership of a specified portion from time to time of the Class C Regular Interest. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Class X-A, X-B, X-C, X-D and X-E Certificates) ), Class A-S, Class B and Class C Regular Interests and the related REMIC III Components is the date that is the Rated Final Distribution Date (or, with respect to the Regular Certificates related to the Trust Subordinate Companion Loan, the Class SJ Rated Final Distribution Date). The Holders of the Class SJ Certificates shall only be entitled to receive distributions in respect of, and shall only incur losses with respect to, the Trust Subordinate Companion Loan, which is not part of the Mortgage Pool backing the Certificates other than the Class SJ Certificates. No Class of Certificates (other than Class SJ Certificates and the Class R Certificates) has an interest in the Trust Subordinate Companion Loan. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates Certificates, Class PEX Component and/or Class A-S, Class B or Class C Regular Interests and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, D or Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None:

REMIC III. As provided hereinOn each Distribution Date, following the distributions with respect to the Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the Principal Balance Certificates on such Distribution Date will be allocated to the respective Classes of Principal Balance Certificates (other than the EC Trust Certificates) and the respective EC Trust REMIC III Regular Interests (and correspondingly, the Tax Administrator will elect applicable EC Trust Certificates) as follows: (i) first, to treat the segregated pool of assets consisting Class H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates and the Class D Certificates, in that order, in each case in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such Aggregate Certificate Balance is reduced to zero; (ii) second, to the Class C REMIC II III Regular Interests as a Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC for federal income tax purposesIII Regular Interest); (iii) third, to the Class B REMIC III Regular Interest (and such segregated pool of assets will be designated as “correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III”. The III Regular Interest); (iv) fourth, to the Class A-1A-S REMIC III Regular Interest (and correspondingly, the Class A-2A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-3A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class X-0A-S REMIC III Regular Interest); and (v) fifth, Xxxxx X-0to the Class A-1 Certificates, the Class A-2 Certificates, Class A-SB, Class A-SCertificates, Class B, Class C, Class D, Class E, Class F and Class G A-3 Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y A-4 Certificates, on a pro rata basis in each case for which accordance with, and in reduction of, the respective Aggregate Certificate Balances of such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each Classes of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None Noneuntil such Aggregate Certificate Balances are reduced to zero.

REMIC III. As provided herein(a) On each Distribution Date, following any allocations of Trust Advisor Expenses on such Distribution Date pursuant to Section 6.11, the Tax Certificate Administrator will elect shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Liquidation Proceeds, which shall be distributed in accordance with Section 6.5(b), and any Excess Interest, which shall be distributed in accordance with Section 6.5(c)), in the following amounts and order of assets consisting priority: (i) to make payments to the Holders of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-SA-3, Class BA-4, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E B and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” , in an amount up to all Distributable Certificate Interest with respect to such Classes of Certificates for such Distribution Date, pro rata in proportion to the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Distributable Certificate Interest payable to each such Class; (ii) to make payments to the Holders of the Class XX-0, Xxxxx X-0, Class A-D Certificates is hereby irrevocably assigned SB, Class A-3 and Class A-4 Certificates, in reduction of the alphanumeric designation under respective Aggregate Certificate Balances thereof, in an amount up to the column heading “REMIC III Component of Class X-D Certificates” in remaining Principal Distribution Amount for such Distribution Date: first, to the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Holders of the Class XA-E Certificates is hereby irrevocably assigned SB Certificates, the alphanumeric designation under Principal Distribution Amount for such Distribution Date, until the column heading “REMIC III Component of Class X-E Certificates” in Aggregate Certificate Balance thereof has been reduced to the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Planned Principal Balance for such Distribution Date, second, to the Holders of the Class X-Y Certificates A-1 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance thereof is hereby irrevocably assigned reduced to zero, third, upon payment in full of the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component Aggregate Certificate Balance of the Class XA-1 Certificates, to the Holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero, fourth, upon payment in full of the Aggregate Certificate Balance of the Class A-2 Certificates, to the Holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero, fifth, upon payment in full of the Aggregate Certificate Balance of the Class A-3 Certificates, to the Holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-4 Certificates has been reduced to zero, and sixth, upon payment in full of the Aggregate Certificate Balance of the Class A-4 Certificates, to the Holders of the Class A-SB Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-SB Certificates has been reduced to zero; (iii) to make payments to the Holders of the Class X-0, Xxxxx X-0, Class XA-BSB, Class XA-3 and Class A-4 Certificates, pro rata in proportion to their respective entitlements to reimbursement described in this clause, to reimburse any unreimbursed Collateral Support Deficits previously allocated thereto and not previously fully reimbursed, plus any unpaid interest at the applicable Pass-C, Class X-D, Class X-E or Class X-Y CertificatesThrough Rate on such Collateral Support Deficits, in each case for which such from the date allocated; (iv) to make payments concurrently, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Class A-S Percentage Interest of the Distributable Certificate Interest with respect to the Class A-S REMIC II III Regular Interest constitutes a Corresponding for such Distribution Date, and to the Holders of the Class PST Certificates, in respect of interest, up to an amount equal to the Class A-S-PST Percentage Interest of the Distributable Certificate Interest with respect to the Class A-S REMIC II III Regular Interest for such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class A-S REMIC III Regular Interest: Each ; (v) upon payment in full of the Aggregate Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, to make payments concurrently, to the Holders of the Class A-S Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class A-S Percentage Interest of the Principal Distribution Amount for such Distribution Date (i) reduced by any prior distributions thereof hereunder), and to the CutHolders of the Class PST Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class A-off S-PST Percentage Interest of the Principal Distribution Amount for such Distribution Date Pool Balance(reduced by any prior distributions thereof hereunder), (ii) pro rata, in proportion to their respective percentage interests in the initial aggregate Uncertificated Principal Class A-S REMIC III Regular Interest, until the Aggregate Certificate Balance of the REMIC I Regular InterestsClass A-S Certificates and the Class PST Component A-S Principal Amount have been reduced to zero; (vi) to make payments concurrently, (iii) to the initial aggregate Uncertificated Principal Balance Holders of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only A-S Certificates) will be $1,487,599,793. The following table irrevocably sets forth , in an amount up to the Class DesignationA-S Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class A-S REMIC III Regular Interest (and correspondingly to the Class A-S Certificates), plus interest on that amount at the Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 the Class A-S Variable(1Certificates from the date the related Collateral Support Deficit was allocated to the Class A-S REMIC III Regular Interest, and to the Holders of the Class PST Certificates, in an amount up to the Class A-S-PST Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class A-S REMIC III Regular Interest (and correspondingly to the Class PST Certificates), plus interest on that amount at the Pass-Through Rate for the Class A-S Certificates from the date the related Collateral Support Deficit was allocated to the Class A-S REMIC III Regular Interest, pro rata, in proportion to their respective percentage interests in the Class A-S REMIC III Regular Interest (vii) $ 104,132,000 to make payments concurrently, to the Holders of the Class B Variable(1Certificates, in respect of interest, up to an amount equal to the Class B Percentage Interest of the Distributable Certificate Interest with respect to the Class B REMIC III Regular Interest for such Distribution Date, and to the Holders of the Class PST Certificates, in respect of interest, up to an amount equal to the Class B-PST Percentage Interest of the Distributable Certificate Interest with respect to the Class B REMIC III Regular Interest for such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class B REMIC III Regular Interest; (viii) $ 68,802,000 upon payment in full of the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount, to make payments concurrently, to the Holders of the Class B Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class B Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), and to the Holders of the Class PST Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class B-PST Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), pro rata, in proportion to their respective percentage interests in the Class B REMIC III Regular Interest, until the Aggregate Certificate Balance of the Class B Certificates and the Class PST Component B Principal Amount have been reduced to zero; (ix) to make payments concurrently, to the Holders of the Class B Certificates, in an amount up to the Class B Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class B REMIC III Regular Interest (and correspondingly to the Class B Certificates), plus interest on that amount at the Pass-Through Rate for the Class B Certificates from the date the related Collateral Support Deficit was allocated to the Class B REMIC III Regular Interest, and to the Holders of the Class PST Certificates, in an amount up to the Class B-PST Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class B REMIC III Regular Interest (and correspondingly to the Class PST Certificates), plus interest on that amount at the Pass-Through Rate for the Class B Certificates from the date the related Collateral Support Deficit was allocated to the Class B REMIC III Regular Interest, pro rata, in proportion to their respective percentage interests in the Class B REMIC III Regular Interest; (x) to make payments concurrently, to the Holders of the Class C Variable(1Certificates, in respect of interest, up to an amount equal to the Class C Percentage Interest of the Distributable Certificate Interest with respect to the Class C REMIC III Regular Interest for such Distribution Date, and to the Holders of the Class PST Certificates, in respect of interest, up to an amount equal to the Class C-PST Percentage Interest of the Distributable Certificate Interest with respect to the Class C REMIC III Regular Interest for such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class C REMIC III Regular Interest; (xi) $ 52,066,000 upon payment in full of the Aggregate Certificate Balance of the Class B Certificates and the Class PST Component B Principal Amount, to make payments concurrently, to the Holders of the Class C Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class C Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), and to the Holders of the Class PST Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class C-PST Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), pro rata, in proportion to their respective percentage interests in the Class C REMIC III Regular Interest, until the Aggregate Certificate Balance of the Class C Certificates and the Class PST Component C Principal Amount have been reduced to zero; (xii) to make payments concurrently, to the Holders of the Class C Certificates, in an amount up to the Class C Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class C REMIC III Regular Interest (and correspondingly to the Class C Certificates), plus interest on that amount at the Pass-Through Rate for the Class C Certificates from the date the related Collateral Support Deficit was allocated to the Class C REMIC III Regular Interest, and to the Holders of the Class PST Certificates, in an amount up to the Class C-PST Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class C REMIC III Regular Interest (and correspondingly to the Class PST Certificates), plus interest on that amount at the Pass-Through Rate for the Class C Certificates from the date the related Collateral Support Deficit was allocated to the Class C REMIC III Regular Interest, pro rata, in proportion to their respective percentage interests in the Class C REMIC III Regular Interest; (xiii) to make payments to the Holders of the Class D Variable(1) $ 111,570,000 Certificates, in an amount up to all Distributable Certificate Interest with respect to such Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None Noneof Certificates for such Distribution Date;

REMIC III. As provided hereinOn each Distribution Date, following the distributions with respect to the Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the Principal Balance Certificates on such Distribution Date will be allocated to the respective EC Trust REMIC III Regular Interests (and correspondingly, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III applicable EC Trust Certificates) and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership Classes of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Principal Balance Certificates (other than the Interest Only EC Trust Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest as follows: (i) first, to the Class of J Certificates, the Class H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates and (ii) the REMIC III Component of the Class X-AD Certificates, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificatesin that order, in each case for which in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, Aggregate Certificate Balance is reduced to zero; (ii) second, to the initial aggregate Uncertificated Principal Balance of Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC I III Regular Interests, Interest); (iii) third, to the initial aggregate Uncertificated Principal Balance of Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC II III Regular Interests and Interest); (iv) fourth, to the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1REMIC III Regular Interest (and correspondingly, the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and (v) $ 104,132,000 fifth, to the Class B Variable(1) $ 68,802,000 A-1 Certificates, the Class C Variable(1) $ 52,066,000 A-2 Certificates, Class D Variable(1) $ 111,570,000 A-3 Certificates and the Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneA-4 Certificates, on a pro rata basis in accordance with, and in reduction of, the respective Aggregate Certificate Balances of such Classes of Principal Balance Certificates until such Aggregate Certificate Balances are reduced to zero.

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to Excess Interest which shall be distributed in accordance with Section 6.5(c)) in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for federal income tax purposessuch Distribution Date, and pro rata in proportion to the Distributable Certificate Interest payable to each such segregated pool Class; (ii) to the Holders of assets will be designated as “REMIC III”. The the Class A-1, Class A-2A-2 and Class A-3 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: (A) first, to the Class A-1 and Class A-2 Certificates pro rata (with the Class A-1 allocation based upon the sum of the Aggregate Certificate Balances of the Class A-1 and Class A-3 Certificates divided by the sum of the Aggregate Certificate Balances of the Class A-1, Class A-3A-2 and Class A-3 Certificates, and the Class A-2 allocation based upon the Class A-2 Aggregate Certificate Balance divided by the outstanding Aggregate Certificate Balances of the Class A-1, Class X-0A-2 and Class A-3 Certificates), Xxxxx X-0until the Aggregate Certificate Balance of the Class A-1 Certificates is reduced to zero and (B) then, to the Class A-2 and Class A-3 Certificates pro rata (with respect to Class A-2 Certificates, after application of any amounts paid in clause (A) above) until the Aggregate Certificate Balance of the Class A-2 and Class A-3 Certificates is reduced to zero; (iii) upon payment in full of the Certificate Balance of the Class A-3 Certificates, to the Holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A-3 Certificates), until the Certificate Balance of the Class A-4 Certificates has been reduced to zero; (iv) to the Holders of the Class A Certificates, Class X-1 Certificates and Class X-2 Certificates, pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (v) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date; (vi) upon payment in full of the Certificate Balance of the Class A-4 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A Certificates), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vii) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate); (viii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (ix) upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A and Class B Certificates), until the Certificate Balance of the Class C Certificates has been reduced to zero; (x) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xi) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xii) upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A-SB, Class B and Class C Certificates), until the Certificate Balance of the Class D Certificates has been reduced to zero; (xiii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xiv) to the Holders of the Class E Certificates, Distributable Certificate Interest for such Distribution Date; (xv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C and Class D Certificates), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xvi) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-Stwelfth the applicable Pass-Through Rate; (xvii) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xviii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D and Class E Certificates), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xix) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xx) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xxi) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E and Class F Certificates), until the Certificate Balance of the Class G Certificates has been reduced to zero; (xxii) to the Holders of the Class G Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxiii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiv) upon payment in full of the Certificate Balance of the Class G Certificates, to the Holders of the Class H Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership Certificates), until the Certificate Balance of a class of “regular interests” in REMIC III and the Class XH Certificates has been reduced to zero; (xxv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxvi) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution date; (xxvii) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by a any portion thereof distributed to the Holders of the Class A, Class X-B, Class X-C, Class X-D, Class X-E E, Class F, Class G and Class X-Y Certificates will evidence ownership of seven (7H Certificates), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) until the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components Certificate Balance of the Class X-A J Certificates are hereby irrevocably assigned has been reduced to zero; (xxviii) to the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class XJ Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-B Certificates are hereby irrevocably assigned twelfth the alphanumeric designations under Pass-Through Rate; (xxix) to the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Holders of the Class X-C Certificates is hereby irrevocably assigned K Certificates, Distributable Certificate Interest for such Distributable Date; (xxx) upon payment in full of the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Certificate Balance of the Class X-D Certificates is hereby irrevocably assigned J Certificates, to the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Holders of the Class X-E Certificates is hereby irrevocably assigned K Certificates, the alphanumeric designation under Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Holders of the Class X-Y Certificates is hereby irrevocably assigned A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates), until the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component Certificate Balance of the Class X-A, K Certificates has been reduced to zero; (xxxi) to the Holders of the Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y K Certificates, in each case for which to reimburse any Realized Losses previously allocated thereto, plus interest on such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) Realized Losses at one-twelfth the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Rate; (xxxii) to the Holders of the Class Principal Balance L Certificates, Distributable Certificate Interest for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None Nonesuch Distributable Date;

REMIC III. As provided herein(a) On each Distribution Date, following the Tax Administrator will elect deemed payments to treat the segregated pool of assets consisting REMIC III in respect of the REMIC II Regular Interests as a on such date pursuant to Section 6.3, the Trustee shall withdraw from the Distribution Account the REMIC III Distribution Amount for federal income tax purposessuch Distribution Date and shall apply such amount for the following purposes and in the following order of priority: (i) to pay interest to the Holders of the respective Classes of Senior Certificates, in an amount equal to, and pro rata in accordance with, all Distributable Certificate Interest in respect of each such segregated pool Class of assets Certificates for such Distribution Date, (ii) to pay principal from the Principal Distribution Amount for such Distribution Date, first to the Holders of the Class A-1 Certificates and, second to the Holders of the Class A-2 Certificates in each case, up to an amount equal to the lesser of (1) the then-outstanding Class Principal Balance of such Class and (2) the remaining portion, if any, of such Principal Distribution Amount; (iii) to reimburse the Holders of the respective Classes of Class A Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Classes of Certificates (with interest), up to an amount equal to, and pro rata as among such Classes in accordance with, the respective Loss Reimbursement Amounts in respect of such Classes of Certificates for such Distribution Date; and (iv) to make payments on the Subordinate and Residual Certificates as provided below; provided that, on each Distribution Date after the aggregate of the Class Principal Balances of the Subordinate Certificates has been reduced to zero, and in any event on the final Distribution Date in connection with a termination of the Trust described in Article X hereof, the payments of principal to be made pursuant to clause (ii) above, will be designated so made to the Holders of the respective Classes of Class A Certificates, up to an amount equal to, and pro rata as “among such Classes in accordance with, the respective then outstanding Class Principal Balance of such Certificates for such Distribution Date and without regard to the Principal Distribution Amounts for such date; (b) On each Distribution Date, following the foregoing series of payments on the Senior Certificates, the Trustee shall apply the remaining portion, if any, of the REMIC III”. The III Distribution Amount for such date for the following purposes and in the following order of priority: (i) to pay interest to the Holders of the Class A-1B Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (ii) if the Class Principal Balances of the Class A Certificates have been reduced to zero, to pay principal to the Holders of the Class B Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (iii) to reimburse the Holders of the Class B Certificates for Realized Losses and Expense Losses, if any, previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (iv) to pay interest to the Holders of the Class C Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (v) if the Class Principal Balances of the Class A and Class B Certificates have been reduced to zero, to pay principal to the Holders of the Class C Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (vi) to reimburse the Holders of the Class C Certificates for any Realized Losses and Expenses Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (vii) to pay interest to the Holders of the Class D Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (viii) if the Class Principal Balances of the Class A, Class A-2B and Class C Certificates have been reduced to zero, to pay principal to the Holders of the Class D Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (ix) to reimburse the Holders of the Class D Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (x) to pay interest to the Holders of the Class E Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xi) if the Class Principal Balances of the Class A, Class A-3B, Class X-0C and Class D Certificates have been reduced to zero, Xxxxx X-0to pay principal to the Holders of the Class E Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xii) to reimburse the Holders of the Class E Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xiii) to pay interest to the Holders of the Class F Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xiv) if the Class Principal Balances of the Class A, Class A-SBB, Class C, Class D and Class E Certificates have been reduced to zero, to pay principal to the Holders of the Class F Certificates, up to an amount equal to the lesser of (A) the then-Soutstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xv) to reimburse the Holders of the Class F Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xvi) to pay interest to the Holders of the Class G Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xvii) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to zero, to pay principal to the Holders of the Class G Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xviii) to reimburse the Holders of the Class G Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xix) to pay interest to the Holders of the Class H Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xx) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership have been reduced to zero, to pay principal to the Holders of a class of “regular interests” in REMIC III and the Class XH Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxi) to reimburse the Holders of the Class H Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xxii) to pay interest to the Holders of the Class J Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxiii) if the Class Principal Balances of the Class A, Class X-B, Class X-C, Class X-D, Class X-E E, Class F, Class G and Class XH Certificates have been reduced to zero, to pay principal to the Holders of the Class J Certificates, up to an amount equal to the lesser of (A) the then-Y outstanding Class Principal Balance of such Class of Certificates will evidence ownership and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxiv) to reimburse the Holders of seven the Class J Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (7with interest), three up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (3xxv) to pay interest to the Holders of the Class K Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificate for such Distribution Date; (xxvi) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates have been reduced to zero, to pay principal to the Holders of the Class K Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxvii) to reimburse the Holders of the Class K Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), one up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (1xxviii) to pay interest to the Holders of the Class L Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificate for such Distribution Date; (xxix) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates have been reduced to zero, to pay principal to the Holders of the Class L Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxx) to reimburse the Holders of the Class L Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), one up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; and (1xxxi) to pay interest to the Holders of the class M Certificates up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificate for such Distribution Date; (xxxii) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class L Certificates have been reduced to zero, to pay principal to the Holders to the Class M Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxxiii) to reimburse the holders of the Class M Certificates for any Realized Losses previously deemed allocated to such Class of Certificates (with interest), one up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (1xxxiv) to pay interest to the Holders of the Class N Certificates up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificate for such Distribution Date; (xxxv) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L and one (1) classes of “regular interests” in REMIC IIIClass M Certificates have been reduced to zero, respectivelyto pay principal to the Holders to the Class N Certificates, all as described herein. The Class R Certificates will evidence ownership up to an amount equal to the lesser of (among other thingsA) the sole then outstanding Class Principal Balance of such class of “residual interests” Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxxvi) to reimburse the holders of the Class N Certificates for any Realized Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in REMIC respect of such Class of Certificates for such Distribution Date; (xxxvii) to pay to the Holders of the Class R-III for purposes Certificates the balance, if any, of the REMIC Provisions. The Latest Possible Maturity Date III Distribution Amount for such Distribution Date. (c) On each Class Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Premiums collected in respect of Regular Mortgage Loans during or prior to the related Collection Period and shall distribute such amounts, in each case, subject to available funds, as additional interest, to the Holders of the respective Classes of Principal Balance Certificates (other than the Interest Only Class F, G, H, J, K, L, M, and N Certificates) and then entitled to distributions of principal from the REMIC III Components is Principal Distribution Amount for such Distribution Date an aggregate amount (allocable among such Classes, if more than one, as described below) equal to the date that is the Rated Final Distribution Date. The REMIC III Components lesser of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates such Prepayment Premium and (ii) such Prepayment Premium multiplied by a fraction, the REMIC III Component numerator of which is equal to the excess, if any, of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate applicable to the most senior of such Classes of Certificates then outstanding (or, in the case of the Class A Certificates, the one with the earlier payment priority), over the relevant Discount Rate (as defined below), and initial the denominator of which is equal to the excess, if any, of the Mortgage Rate for the prepaid Mortgage Loan, over the relevant Discount Rate. If there is more than one Class of Principal Balance Certificates entitled to distributions of principal from the Principal Distribution Amount for each such Distribution Date, the aggregate amount described in the preceding sentence shall be allocated among such Classes on a pro rata basis in accordance with the relative amounts of such distributions of principal. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class of X Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None.

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0A-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F F, Class G, Class H, Class X-A and Class G X-B Certificates and the Class A-FX Regular Interest will evidence ownership of a class of “regular interests” in REMIC III (the Class A-FX Certificates and the Class A-FL Certificates will each evidence, among other things, ownership of a specified portion from time to time of the Class A-FX Regular Interest) and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E A and Class X-Y B Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) six and one (1) classes class of “regular interests” ”, respectively, in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that Class A-FX Regular Interest is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Component of the Class X-B Certificates are is hereby irrevocably assigned the alphanumeric designations alphabetic designation set forth under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) Interest, the Class of Certificates or Class A-FX Regular Interest and (ii) the REMIC III Component of the Class X-A, A Certificates or REMIC III Component of the Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case B Certificates for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) and the Class A-FX Regular Interest will be $1,487,599,7931,300,950,580. The following table irrevocably sets forth the Class Designationdesignation, Pass-Through Rate and initial Class Principal Balance for each Class of CertificatesCertificates and the Class A-FX Regular Interest. Class A-1 1.47900.8640% per annum $ 57,333,000 97,008,000 Class A-2 2.97601.8810% per annum $ 75,863,000 187,668,000 Class A-3 3.52803.0010% per annum $ 59,936,000 414,057,000 Class A-4 3.4880A-FL LIBOR plus 1.0000% per annum $ 360,000,000 115,000,000 Class A-5 3.7520A-FX 2.9600% per annum $0 Class A-FX Regular Interest 2.9600% per annum $ 386,043,000 115,000,000 Class A-SB 3.46402.5590% per annum $ 102,144,000 96,932,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.45503.6600% per annum $ 31,611,000 113,833,000 Class F 3.4550B 4.3110% per annum $ 14,876,000 66,674,000 Class C Variable (1) $ 43,907,000 Class D Variable (1) $ 26,019,000 Class E Variable (1) $ 45,533,000 Class F Variable (1) $ 22,767,000 Class G 3.4550% per annum Variable (1) $ 63,223,793 26,019,000 Class R None NoneH Variable (1) $ 45,533,580

REMIC III. As provided hereinOn each Distribution Date, following the Tax Administrator will elect distributions with respect to treat the segregated pool of assets consisting of Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the REMIC II Regular Interests as a REMIC for federal income tax purposes, and Principal Balance Certificates on such segregated pool of assets Distribution Date will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership allocated to the respective Classes of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Principal Balance Certificates (other than the Interest Only Exchangeable Certificates) and the REMIC respective XX XXXXX III Components is Regular Interests (and correspondingly, the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A applicable Exchangeable Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest ) as follows: (i) first, to the Class of J Certificates, the Class H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates and (ii) the REMIC III Component of the Class X-AD Certificates, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificatesin that order, in each case for which in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, Aggregate Certificate Balance is reduced to zero; (ii) second, to the initial aggregate Uncertificated Principal Balance of Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC I III Regular Interests, Interest); (iii) third, to the initial aggregate Uncertificated Principal Balance of Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC II III Regular Interests and Interest); (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth fourth, to the Class DesignationA-S REMIC III Regular Interest (and correspondingly, Passthe Class A-Through Rate S Certificates and initial the Class Principal Balance for each PST Certificates, pro rata, based on the Class of Certificates. A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and (v) fifth, to the Class A-1 1.4790% per annum $ 57,333,000 Certificates, the Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Certificates, Class A-SB 3.4640% per annum $ 102,144,000 Certificates, Class A-S Variable(1) $ 104,132,000 A-3 Certificates and Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneA-4 Certificates, on a pro rata basis in accordance with, and in reduction of, the respective Aggregate Certificate Balances of such Classes of Principal Balance Certificates until such Aggregate Certificate Balances are reduced to zero.

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E A and Class X-Y B Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) five and one (1) two classes of “regular interests” ”, respectively, in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations alphabetic designation set forth under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) Interest, the Class of Certificates and (ii) the REMIC III Component of the Class X-A, A Certificates or REMIC III Component of the Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case B Certificates for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,7931,052,815,081. The following table irrevocably sets forth the Class Designationdesignation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.47900.6730% per annum $ 57,333,000 86,171,000 Class A-2 2.97601.8290% per annum $ 75,863,000 110,387,000 Class A-3 3.52802.8700% per annum $ 59,936,000 444,199,000 Class A-4 3.4880A-SB 2.4450% per annum $ 360,000,000 96,213,000 Class A-5 3.7520A-S 3.3880% per annum $ 386,043,000 93,437,000 Class A-SB 3.4640B 3.8400% per annum $ 102,144,000 64,485,000 Class A-S Variable(1C Variable (4) $ 104,132,000 36,849,000 Class B Variable(1D Variable (1) $ 68,802,000 42,112,000 Class C Variable(1E Variable (1) $ 52,066,000 21,057,000 Class D Variable(1F Variable (1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 19,740,000 Class G 3.4550% per annum Variable (1) $ 63,223,793 Class R None None38,165,081

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Interest, which shall be distributed in accordance with Section 6.5(c), and Excess Liquidation Proceeds) in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for federal income tax purposessuch Distribution Date, and pro rata in proportion to the Distributable Certificate Interest payable to each such segregated pool Class; (ii) to the Holders of assets will be designated as “REMIC III”. The the Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0A-4 Certificates, Class A-SBA-5 Certificates and Class A-6 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero; second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; third, upon payment in full of the aggregate Certificate Balance of the Class A-2 Certificates, to the holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero, fourth, upon payment in full of the aggregate Certificate Balance of the Class A-3 Certificates, to the holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-4 Certificates has been reduced to zero, fifth, upon payment in full of the aggregate Certificate Balance of the Class A-4 Certificates, to the holders of the Class A-5 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-5 Certificates has been reduced to zero, and sixth, upon payment in full of the aggregate Certificate Balance of the Class A-5 Certificates, to the holders of the Class A-6 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-6 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class AX-1 Certificates and Class X-2 Certificates, pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SThrough Rate on such Realized Losses; (iv) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class BA-6 Certificates, to the Holders of the Class CB Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class DB Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (vii) to the Holders of the Class EC Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class D Certificates has been reduced to zero; 135 (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xiii) to the Holders of the Class E Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates will evidence ownership has been reduced to zero; (xxi) to the Holders of a class of “regular interests” in REMIC III and the Class XG Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-AThrough Rate on such Realized Losses; (xxii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the Certificate Balance of the Class X-BG Certificates, to the Holders of the Class X-CH Certificates, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven the Principal Distribution Amount for such Distribution Date (7reduced by any prior distributions thereof hereunder), three until the Certificate Balance of the Class H Certificates has been reduced to zero; (3xxiv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxv) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero; (xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxviii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxiv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxvii) classes to the Holders of “regular interests” the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xxxix) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xl) to the Holders of the Class O Certificates, Distributable Certificate Interest for such Distribution Date; (xli) upon payment in full of the Certificate Balance of the Class N Certificates, to the Holders of the Class O Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class O Certificates has been reduced to zero; (xlii) to the Holders of the Class O Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xliii) to the Holders of the Class P Certificates, Distributable Certificate Interest for such Distribution Date; (xliv) upon payment in full of the Certificate Balance of the Class O Certificates, to the Holders of the Class P Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class P Certificates has been reduced to zero; (xlv) to the Holders of the Class P Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; and (xlvi) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC IIIRegular Certificates have been reduced to zero, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) and Realized Losses previously allocated to each Holder have been reimbursed to the sole class of “residual interests” in REMIC III for purposes Holders of the REMIC ProvisionsRegular Certificates, any amounts remaining on deposit in the Distribution Account. The Latest Possible Maturity Notwithstanding the foregoing, on each Distribution Date for each Class occurring on or after the earliest date, if any, upon which the Certificate Balances of Regular all the Classes of Subordinate Certificates (other have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to the Interest Only Certificate Balances of all the Classes of Subordinate Certificates) and , the REMIC III Components is 138 Principal Distribution Amount will be distributed, first, to the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class XA-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Class is reduced to zero; and, second, to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6, pro rata, based on the respective amounts of unreimbursed Realized Losses previously allocated to each such Class, plus one month's interest on such Realized Losses at the applicable Pass-Through Rate. A Certificates are hereby irrevocably assigned similar rule shall apply to the alphanumeric designation under distribution of the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding Principal Distribution Amount to REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table Interests X-0, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X and A-6C; provided that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect sequential payments shall be made to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests as set forth in clauses (i) through (v) of Section 6.3(a). (b) On each Distribution Date, the Paying Agent shall withdraw amounts in the Reserve Account and shall pay the Certificateholders on such Distribution Date such amounts in the following priority: (ivi) first, to reimburse the initial aggregate Holders of the Principal Balance Certificates (in order of alphabetical Class Principal designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the reduction of the Aggregate Certificate Balance of the respective Classes of Regular Principal Balance Certificates to zero, to pay any amounts remaining on deposit in such account to the Special Servicer as additional Special Servicer Compensation. (c) On each Distribution Date, the Paying Agent shall withdraw from the Excess Interest Sub-account any Excess Interest on deposit therein, and the Paying Agent shall pay such Excess Interest on such Distribution Date to the Class P Certificates (other than even if the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth Certificate Balance of the Class Designation, Pass-Through Rate and initial Class Principal Balance P Certificates has been reduced to zero for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None Noneany reason).

REMIC III. As provided herein(a) On each Distribution Date, following any allocations of Trust Advisor Expenses on such Distribution Date pursuant to Section 6.11, the Tax Certificate Administrator will elect shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Liquidation Proceeds, which shall be distributed in accordance with Section 6.5(b), and any Excess Interest, which shall be distributed in accordance with Section 6.5(c)), in the following amounts and order of assets consisting priority: (i) to make payments to the Holders of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0A-4, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E B and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” , in an amount up to all Distributable Certificate Interest with respect to such Classes of Certificates for such Distribution Date, pro rata in proportion to the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Distributable Certificate Interest payable to each such Class; (ii) to make payments to the Holders of the Class X-D Certificates is hereby irrevocably assigned A-1, Class A-2, Class A-3 and Class A-4 Certificates, in reduction of the alphanumeric designation under respective Aggregate Certificate Balances thereof, in an amount up to the column heading “REMIC III Component of Class X-D Certificates” in remaining Principal Distribution Amount for such Distribution Date: first, to the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Holders of the Class X-E Certificates A-1 Certificates, the Principal Distribution Amount for such Distribution Date, until the Aggregate Certificate Balance thereof is hereby irrevocably assigned reduced to zero, second, upon payment in full of the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Aggregate Certificate Balance of the Class X-Y Certificates is hereby irrevocably assigned A-1 Certificates, to the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component holders of the Class X-AA-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero, third, upon payment in full of the Aggregate Certificate Balance of the Class A-2 Certificates, to the holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero, fourth, upon payment in full of the Aggregate Certificate Balance of the Class A-3 Certificates, to the holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-4 Certificates has been reduced to zero; (iii) to make payments to the Holders of the Class A-1, Class X-BA-2, Class XA-3 and Class A-4 Certificates, pro rata in proportion to their respective entitlements to reimbursement described in this clause, to reimburse any unreimbursed Collateral Support Deficits previously allocated thereto and not previously fully reimbursed, plus any unpaid interest at the applicable Pass-C, Class X-D, Class X-E or Class X-Y CertificatesThrough Rate on such Collateral Support Deficits, in each case for which such from the date allocated; (iv) to make payments concurrently, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Class A-S Percentage Interest of the Distributable Certificate Interest with respect to the Class A-S REMIC II III Regular Interest constitutes a Corresponding for such Distribution Date, and to the Holders of the Class PST Certificates, in respect of interest, up to an amount equal to the Class A-S-PST Percentage Interest of the Distributable Certificate Interest with respect to the Class A-S REMIC II III Regular Interest for such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class A-S REMIC III Regular Interest: Each ; (v) upon payment in full of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, to make payments concurrently, to the Holders of the Class A-S Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class A-S Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), and to the Holders of the Class PST Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class A-S-PST Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), pro rata, in proportion to their respective percentage interests in the Class A-S REMIC I III Regular InterestsInterest, (iii) until the initial aggregate Uncertificated Principal Aggregate Certificate Balance of the REMIC II Regular Interests Class A-S Certificates and the Class PST Component A-S Principal Amount have been reduced to zero; (ivvi) to make payments concurrently, to the initial aggregate Class Principal Balance Holders of the respective Classes of Regular Certificates (other than the Interest Only Class A-S Certificates) will be $1,487,599,793. The following table irrevocably sets forth , in an amount up to the Class DesignationA-S Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class A-S REMIC III Regular Interest (and correspondingly to the Class A-S Certificates), plus interest on that amount at the Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 the Class A-S Variable(1Certificates from the date the related Collateral Support Deficit was allocated to the Class A-S REMIC III Regular Interest, and to the Holders of the Class PST Certificates, in an amount up to the Class A-S-PST Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class A-S REMIC III Regular Interest (and correspondingly to the Class PST Certificates), plus interest on that amount at the Pass-Through Rate for the Class A-S Certificates from the date the related Collateral Support Deficit was allocated to the Class A-S REMIC III Regular Interest, pro rata, in proportion to their respective percentage interests in the Class A-S REMIC III Regular Interest (vii) $ 104,132,000 to make payments concurrently, to the Holders of the Class B Variable(1Certificates, in respect of interest, up to an amount equal to the Class B Percentage Interest of the Distributable Certificate Interest with respect to the Class B REMIC III Regular Interest for such Distribution Date, and to the Holders of the Class PST Certificates, in respect of interest, up to an amount equal to the Class B-PST Percentage Interest of the Distributable Certificate Interest with respect to the Class B REMIC III Regular Interest for such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class B REMIC III Regular Interest; (viii) $ 68,802,000 upon payment in full of the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount, to make payments concurrently, to the Holders of the Class B Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class B Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), and to the Holders of the Class PST Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class B-PST Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), pro rata, in proportion to their respective percentage interests in the Class B REMIC III Regular Interest, until the Aggregate Certificate Balance of the Class B Certificates and the Class PST Component B Principal Amount have been reduced to zero; (ix) to make payments concurrently, to the Holders of the Class B Certificates, in an amount up to the Class B Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class B REMIC III Regular Interest (and correspondingly to the Class B Certificates), plus interest on that amount at the Pass-Through Rate for the Class B Certificates from the date the related Collateral Support Deficit was allocated to the Class B REMIC III Regular Interest, and to the Holders of the Class PST Certificates, in an amount up to the Class B-PST Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class B REMIC III Regular Interest (and correspondingly to the Class PST Certificates), plus interest on that amount at the Pass-Through Rate for the Class B Certificates from the date the related Collateral Support Deficit was allocated to the Class B REMIC III Regular Interest, pro rata, in proportion to their respective percentage interests in the Class B REMIC III Regular Interest (x) to make payments concurrently, to the Holders of the Class C Variable(1Certificates, in respect of interest, up to an amount equal to the Class C Percentage Interest of the Distributable Certificate Interest with respect to the Class C REMIC III Regular Interest for such Distribution Date, and to the Holders of the Class PST Certificates, in respect of interest, up to an amount equal to the Class C-PST Percentage Interest of the Distributable Certificate Interest with respect to the Class C REMIC III Regular Interest for such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class C REMIC III Regular Interest; (xi) $ 52,066,000 upon payment in full of the Aggregate Certificate Balance of the Class B Certificates and the Class PST Component B, to make payments concurrently, to the Holders of the Class C Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class C Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), and to the Holders of the Class PST Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Class C-PST Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), pro rata, in proportion to their respective percentage interests in the Class C REMIC III Regular Interest, until the Aggregate Certificate Balance of the Class C Certificates and the Class PST Component C Principal Amount have been reduced to zero; (xii) to make payments concurrently, to the Holders of the Class C Certificates, in an amount up to the Class C Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class C REMIC III Regular Interest (and correspondingly to the Class C Certificates), plus interest on that amount at the Pass-Through Rate for the Class C Certificates from the date the related Collateral Support Deficit was allocated to the Class C REMIC III Regular Interest, and to the Holders of the Class PST Certificates, in an amount up to the Class C-PST Percentage Interest of any unreimbursed Collateral Support Deficit previously allocated to the Class C REMIC III Regular Interest (and correspondingly to the Class PST Certificates), plus interest on that amount at the Pass-Through Rate for the Class C Certificates from the date the related Collateral Support Deficit was allocated to the Class C REMIC III Regular Interest, pro rata, in proportion to their respective percentage interests in the Class C REMIC III Regular Interest (xiii) to make payments to the Holders of the Class D Variable(1Certificates, in an amount up to all Distributable Certificate Interest with respect to such Class of Certificates for such Distribution Date; (xiv) $ 111,570,000 upon payment in full of the Aggregate Certificate Balance of the Class C Certificates and the Class PST Certificates, to make payments to the Holders of the Class D Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the Class D Certificates has been reduced to zero; (xv) to make payments to the Holders of the Class D Certificates, to reimburse any unreimbursed Collateral Support Deficits previously allocated thereto and not previously fully reimbursed, plus any unpaid interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated; (xvi) to make payments to the Holders of the Class E 3.4550% per annum $ 31,611,000 Certificates, in an amount up to all Distributable Certificate Interest with respect to such Class F 3.4550% per annum $ 14,876,000 of Certificates for such Distribution Date; (xvii) upon payment in full of the Aggregate Certificate Balance of the Class G 3.4550% per annum $ 63,223,793 D Certificates, to make payments to the Holders of the Class R None NoneE Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the Class E Certificates has been reduced to zero; (xviii) to make payments to the Holders of the Class E Certificates, to reimburse any unreimbursed Collateral Support Deficits previously allocated thereto and not previously fully reimbursed, plus any unpaid interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0A-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F F, Class G, Class X-A and Class G X-B Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E A and Class X-Y B Certificates will evidence ownership of seven five (7), three (3), one (1), one (1), one (15) and one two (12) classes of “regular interests” ”, respectively, in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations designation under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) Interest, the Class of Certificates and (ii) the REMIC III Component of the Class X-A, A Certificates or REMIC III Component of the Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case B Certificates for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,7931,277,164,194. The following table irrevocably sets forth the Class Designationdesignation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None.

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0A-4, Xxxxx X-0Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E A and Class X-Y B Certificates will evidence ownership of seven (7), ) and three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” ”, respectively, in REMIC III, respectively, all as described herein. The Class A-S Certificates and Class A-S-PEX Component will each evidence ownership of a specified portion from time to time of the Class A-S Regular Interest. The Class B Certificates and Class B-PEX Component will each evidence ownership of a specified portion from time to time of the Class B Regular Interest. The Class C Certificates and Class C-PEX Component will each evidence ownership of a specified portion from time to time of the Class C Regular Interest. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Class X-A and Class X-B Certificates), the Class A-S Regular Interest, Class B Regular Interest Only Certificates) and Class C Regular Interest and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates Certificates, Class PEX Component and/or Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E A or Class X-Y B Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will be $1,487,599,7931,045,873,083. The following table irrevocably sets forth the Class Designationclass designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates, the Class PEX Components and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest. Class A-1 1.47901.4060% per annum $ 57,333,000 52,514,000 Class A-2 2.97603.2230% per annum $ 75,863,000 160,623,000 Class A-3 3.52803.9220% per annum $ 59,936,000 43,958,000 Class A-4 3.48804.1360% per annum $ 360,000,000 183,000,000 Class A-5 3.75204.4150% per annum $ 386,043,000 221,621,000 Class A-SB 3.46403.9630% per annum $ 102,144,000 70,395,000 Class X-A Variable (1) (2) Class X-B Variable (1) (3) Class A-S Variable(1Variable (1) $ 104,132,000 100,665,000 Class A-S-PEX Component(4) Variable (1) $ 0 Class A-S Regular Interest(4) Variable (1) $ 100,665,000 Class B Variable(1Variable (1) $ 68,802,000 56,216,000 Class B-PEX Component(4) Variable (1) $ 0 Class B Regular Interest Variable (1) $ 56,216,000 Class C(4) Variable (1) $ 41,835,000 Class C-PEX Component(4) Variable (1) $ 0 Class C Variable(1Regular Interest Variable (1) $ 52,066,000 41,835,000 Class PEX(4) (5) $ 0 Class D Variable(1Variable (1) $ 111,570,000 47,064,000 Class E 3.45503.8500% per annum $ 31,611,000 24,839,000 Class F 3.45503.8500% per annum $ 14,876,000 10,459,000 Class G 3.45503.8500% per annum $ 63,223,793 32,684,083 Class R V None None(6)

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SBA-4, Class A-S, Class B, Class C, Class D, Class E, Class F F, Class G, Class H, Class X-A and Class G X-B Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E A and Class X-Y B Certificates will evidence ownership of five and seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” ”, respectively, in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations alphabetic designation set forth under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) Interest, the Class of Certificates and (ii) the REMIC III Component of the Class X-A, A Certificates or REMIC III Component of the Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case B Certificates for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the The Cut-off Date Pool BalanceBalance will be $1,091,143,971, (ii) and the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will will, in each case, be $1,487,599,7931,091,143,970. The following table irrevocably sets forth the Class Designationdesignation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.47901.4560% per annum $ 57,333,000 66,527,000 Class A-2 2.97602.6840% per annum $ 75,863,000 118,410,000 Class A-3 3.52803.5260% per annum $ 59,936,000 107,908,000 Class A-4 3.48803.6670% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 470,955,000 Class A-S Variable(1Variable (1) $ 104,132,000 85,928,000 Class B Variable(1Variable (1) $ 68,802,000 54,557,000 Class C Variable(1Variable (1) $ 52,066,000 40,918,000 Class D Variable(1Variable (1) $ 111,570,000 25,915,000 Class E 3.4550% per annum Variable (1) $ 31,611,000 49,101,000 Class F 3.4550% per annum Variable (2) $ 14,876,000 17,731,000 Class G 3.4550% per annum Variable (2) $ 63,223,793 16,367,000 Class R None NoneH Variable (2) $ 36,826,970

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0A-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the Class A-SFX Regular Interest will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E B and Class X-Y C Certificates will evidence ownership of seven eight (7)8), three (3), one (1), one (1), one (1) and one three (13) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class A-SFX and Class A-SFL Certificates will each evidence, among other things, ownership of a specified portion from time to time of the Class A-SFX Regular Interest. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Class X-A, X-B and X-C Certificates) and the Class A-SFX Regular Interest and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Components of the Class X-C Certificates is are hereby irrevocably assigned the alphanumeric designation designations under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates or Class A-SFX Regular Interest and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E B or Class X-Y C Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) and the Class A-SFX Regular Interest will be $1,487,599,7931,251,672,501. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of CertificatesCertificates and the Class A-SFX Regular Interest. Class A-1 1.47901.2830% per annum $ 57,333,000 70,328,000 Class A-2 2.97603.0360% per annum $ 75,863,000 95,556,000 Class A-3 3.52803.6350% per annum $ 59,936,000 45,543,000 Class A-4 3.48803.7230% per annum $ 360,000,000 250,000,000 Class A-5 3.75203.9950% per annum $ 386,043,000 312,986,000 Class A-SB 3.46403.6380% per annum $ 102,144,000 101,757,000 Class X-A Variable(1) (2) Class X-B Variable(1) (3) Class X-C Variable(1) (4) Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.45504.1760% per annum $ 31,611,000 52,584,000 Class F 3.4550A-SFL LIBOR plus 0.95% per annum $ 14,876,000 10,000,000 Class G 3.4550A-SFX 4.1760% per annum $ 63,223,793 0 Class A-SFX Regular Interest 4.1760% per annum $ 10,000,000 Class B 4.3780% per annum $ 95,440,000 Class C 4.5130% per annum(1) $ 45,373,000 Class D 3.9860% per annum $ 82,923,000 Class E 3.2500% per annum $ 32,857,000 Class F 3.2500% per annum $ 18,775,000 Class G 3.2500% per annum $ 37,550,501 Class R None NoneNone Class V None (5)

REMIC III. As provided hereinOn each Distribution Date, following the distributions with respect to the Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the Principal Balance Certificates on such Distribution Date will be allocated to the respective Class PST REMIC III Regular Interests (and correspondingly, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F PST and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III C Certificates, as applicable) and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership Classes of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Principal Balance Certificates (other than the Interest Only Class A-S, Class B, Class PST and Class C Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest as follows: (i) first, to the Class of J Certificates, the Class H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates and (ii) the REMIC III Component of the Class X-AD Certificates, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificatesin that order, in each case for which in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, Aggregate Certificate Balance is reduced to zero; (ii) second, to the initial aggregate Uncertificated Principal Balance of Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC I III Regular Interests, Interest); (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth third, to the Class DesignationB REMIC III Regular Interest (and correspondingly, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 the Class B Variable(1) $ 68,802,000 Certificates and the Class C Variable(1) $ 52,066,000 PST Certificates, pro rata, based on the Class D Variable(1) $ 111,570,000 B Percentage Interest and the Class E 3.4550% per annum $ 31,611,000 B-PST Percentage Interest, respectively, in the Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneB REMIC III Regular Interest);

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0A-4, Xxxxx X-0Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the Class A-S, Class B, Class C Regular Interests will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, D and Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes class(es) of “regular interests” in REMIC III, respectively, all as described herein. The Class A-S Certificates and Class A-S-PEX Component will each evidence ownership of a specified portion from time to time of the Class A-S Regular Interest. The Class B Certificates and Class B PEX Component will each evidence ownership of a specified portion from time to time of the Class B Regular Interest. The Class C Certificates and Class C PEX Component will each evidence ownership of a specified portion from time to time of the Class C Regular Interest. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Class X-A, X-B, X-C, X-D and X-E Certificates) ), the Class A-S, Class B, Class C Regular Interests and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates Certificates, Class PEX Component and/or Class A-S, Class B or Class C Regular Interest and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, D or Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None:

REMIC III. As provided hereinOn each Distribution Date, following the Tax Administrator will elect distributions with respect to treat the segregated pool of assets consisting of Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the REMIC II Regular Interests as a REMIC for federal income tax purposes, and Principal Balance Certificates on such segregated pool of assets Distribution Date will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership allocated to the respective Classes of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Principal Balance Certificates (other than the Interest Only EC Trust Certificates and the Swap Certificates), the respective EC Trust REMIC III Regular Interests (and correspondingly, the applicable EC Trust Certificates) and the respective Swap REMIC III Components is Regular Interests (and correspondingly, the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A applicable Swap Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest ) as follows: (i) first, to the Class of J Certificates, the Class H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates and (ii) the REMIC III Component of the Class X-AD Certificates, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificatesin that order, in each case for which in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, Aggregate Certificate Balance is reduced to zero; (ii) second, to the initial aggregate Uncertificated Principal Balance of Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC I III Regular Interests, Interest); (iii) third, to the initial aggregate Uncertificated Principal Balance of Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC II III Regular Interests and Interest); (iv) fourth, to the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1REMIC III Regular Interest (and correspondingly, the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and (v) $ 104,132,000 fifth, to the Class B Variable(1) $ 68,802,000 A-1 Certificates, the Class C Variable(1) $ 52,066,000 A-2 Certificates, Class D Variable(1) $ 111,570,000 A-AB Certificates, Class E 3.4550% per annum $ 31,611,000 A-3 Certificates and the Class F 3.4550% per annum $ 14,876,000 A-4 Certificates and to the Class G 3.4550% per annum $ 63,223,793 A-3FL REMIC III Regular Interest (and correspondingly, the Class R None NoneA-3FL Certificates and the Class A-3FX Certificates, pro rata, based on the Class A-3FL Percentage Interest and the Class A-3FX Percentage Interest, respectively, in the Class A-3FL REMIC III Regular Interest), on a pro rata basis in accordance with, and in reduction of, the respective Aggregate Certificate Balances of such Classes of Principal Balance Certificates and Swap REMIC III Regular Interests until such Aggregate Certificate Balances are reduced to zero.

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to Excess Liquidation Proceeds which shall be distributed in accordance with Section 6.5(b) and the amount attributable to Excess Interest which shall be distributed in accordance with Section 6.5(c)) in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1A-1 Certificates, Class A-2A-2 Certificates, Class A-3A-3 Certificates, Class X-0, Xxxxx X-0A-4 Certificates, Class A-SBAB Certificates, Class A-SA-5 Certificates, Class BA-1A Certificates, Class CX-1 Certificates, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of X-2 Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, concurrently, (A) to the Holders of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-AB Certificates and Class A-5 Certificates, the Distributable Certificate Interest Amount in respect of such Class for such Distribution Date (which shall be payable from amounts in the Available Distribution Amount attributable to Loan Group 1), pro rata in proportion to the Distributable Certificate Interest Amount payable in respect of each case such Class; (B) to the Holders of the Class A-1A Certificates, the Distributable Certificate Interest Amount in respect of such Class for such Distribution Date (which shall be payable from amounts in the Available Distribution Amount attributable to Loan Group 2); (C) to the Holders of the Class X-1 Certificates, Class X-2 Certificates and Class X-Y Certificates, the Distributable Certificate Interest Amount in respect of each such REMIC II Regular Class for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest constitutes a Corresponding REMIC II Regular Interest: Each Amount payable in respect of (i) each such Class; provided, however, that if the Cut-off portion of Available Distribution Amount attributable to either Loan Group is insufficient to pay in full the total amount of interest to be distributed with respect to any of the Class A or Class X Certificates on such Distribution Date Pool Balanceas described above, the Available Distribution Amount will be allocated among the Class A Certificates and the Class X Certificates, pro rata in proportion to the respective amounts of interest payable thereon for such Distribution Date, without regard to Loan Group; (ii) (A) (1) first, to the initial aggregate Uncertificated Holders of the Class A-AB Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the REMIC I Regular InterestsClass A-1A Certificates have been reduced to zero, (iii) the initial Loan Group 2 Principal Distribution Amount for such Distribution Date, until the aggregate Uncertificated Principal Certificate Balance of the REMIC II Regular Interests and Class A-AB Certificates has been reduced to the Planned Principal Balance for such Distribution Date; the portion of the Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class A-1A Certificates; (iv2) second, upon payment to the initial aggregate Class A-AB Certificates of the above distribution, to the Holders of the Class A-1 Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the respective Classes Class A-1A Certificates have been reduced to zero, the Loan Group 2 Principal Distribution Amount for such Distribution Date, until the aggregate Certificate Balance of Regular the Class A-1 Certificates (other than has been reduced to zero; the Interest Only Certificates) portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be $1,487,599,793. The following table irrevocably sets forth reduced by any portion thereof distributed to the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class Holders of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 the Class A-SB 3.4640% per annum $ 102,144,000 AB Certificates (in respect of the Planned Principal Balance) and (solely with respect to the Loan Group 2 Principal Distribution Amount) Class A-1A Certificates; (3) third, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the Holders of the Class A-2 Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates have been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class A-S Variable(1AB Certificates (in respect of the Planned Principal Balance), Class A-1 Certificates and (solely with respect to the Loan Group 2 Principal Distribution Amount) $ 104,132,000 Class B Variable(1A-1A Certificates; (4) $ 68,802,000 fourth, upon payment in full of the aggregate Certificate Balance of the Class C Variable(1A-2 Certificates, to the Holders of the Class A-3 Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates have been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class A-AB Certificates (in respect of the Planned Principal Balance), Class A-1 Certificates, Class A-2 Certificates and (solely with respect to the Loan Group 2 Principal Distribution Amount) $ 52,066,000 Class D Variable(1A-1A Certificates; (5) $ 111,570,000 fifth, upon payment in full of the aggregate Certificate Balance of the Class E 3.4550% per annum $ 31,611,000 A-3 Certificates, to the Holders of the Class F 3.4550% per annum $ 14,876,000 A-4 Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class G 3.4550% per annum $ 63,223,793 A-1A Certificates have been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class R None NoneA-4 Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class A-AB Certificates (in respect of the Planned Principal Balance), Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and (solely with respect to the Loan Group 2 Principal Distribution Amount) Class A-1A Certificates; (6) sixth, upon payment in full of the aggregate Certificate Balance of the Class A-4 Certificates, to the Holders of the Class A-AB Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates have been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class A-AB Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class A-AB Certificates (in respect of the Planned Principal Balance), Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and (solely with respect to the Loan Group 2 Principal Distribution Amount) Class A-1A Certificates; (7) seventh, upon payment in full of the aggregate Certificate Balance of the Class A-AB, to the Holders of the Class A-5 Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates have been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class A-5 Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class A-AB Certificates, Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and (solely with respect to the Loan Group 2 Principal Distribution Amount) Class A-1A Certificates; and

REMIC III. As provided herein(a) On each Distribution Date, following the Tax Administrator will elect deemed payments to treat the segregated pool of assets consisting REMIC III in respect of the REMIC II Regular Interests as a on such date pursuant to Section 6.3, the Trustee shall withdraw from the Distribution Account the REMIC III Distribution Amount for federal income tax purposessuch Distribution Date and shall apply such amount for the following purposes and in the following order of priority: (i) to pay interest to the Holders of the respective Classes of Senior Certificates, in an amount equal to, and pro rata in accordance with, all Distributable Certificate Interest in respect of each such segregated pool Class of assets Certificates for such Distribution Date; (ii) to pay principal from the Principal Distribution Amount for such Distribution Date, first to the Holders of the Class A-1 Certificates and, second to the Holders of the Class A-2 Certificates in each case, up to an amount equal to the lesser of (1) the then-outstanding Class Principal Balance of such Class and (2) the remaining portion, if any, of such Principal Distribution Amount; (iii) to reimburse the Holders of the respective Classes of Class A Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Classes of Certificates (with interest), up to an amount equal to, and pro rata as among such Classes in accordance with, the respective Loss Reimbursement Amounts in respect of such Classes of Certificates for such Distribution Date; and (iv) to make payments on the Subordinate and Residual Certificates as provided below; provided that, on each Distribution Date after the aggregate of the Class Principal Balances of the Subordinate Certificates has been reduced to zero, and in any event on the final Distribution Date in connection with a termination of the Trust described in Article X hereof, the payments of principal to be made pursuant to clause (ii) above, will be designated so made to the Holders of the respective Classes of Class A Certificates, up to an amount equal to, and pro rata as “among such Classes in accordance with, the respective then outstanding Class Principal Balance of such Certificates for such Distribution Date and without regard to the Principal Distribution Amounts for such date; (b) On each Distribution Date, following the foregoing series of payments on the Senior Certificates, the Trustee shall apply the remaining portion, if any, of the REMIC III”. The III Distribution Amount for such date for the following purposes and in the following order of priority: (i) to pay interest to the Holders of the Class A-1B Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (ii) if the Class Principal Balances of the Class A Certificates have been reduced to zero, to pay principal to the Holders of the Class B Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (iii) to reimburse the Holders of the Class B Certificates for Realized Losses and Expense Losses, if any, previously deemed allocated to such Class of Certificates (with 84 interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (iv) to pay interest to the Holders of the Class C Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (v) if the Class Principal Balances of the Class A and Class B Certificates have been reduced to zero, to pay principal to the Holders of the Class C Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (vi) to reimburse the Holders of the Class C Certificates for any Realized Losses and Expenses Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (vii) to pay interest to the Holders of the Class D Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (viii) if the Class Principal Balances of the Class A, Class A-2B and Class C Certificates have been reduced to zero, to pay principal to the Holders of the Class D Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (ix) to reimburse the Holders of the Class D Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (x) to pay interest to the Holders of the Class E Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xi) if the Class Principal Balances of the Class A, Class A-3B, Class X-0C and Class D Certificates have been reduced to zero, Xxxxx X-0to pay principal to the Holders of the Class E Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xii) to reimburse the Holders of the Class E Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xiii) to pay interest to the Holders of the Class F Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xiv) if the Class Principal Balances of the Class A, Class A-SBB, Class C, Class D and Class E Certificates have been reduced to zero, to pay principal to the Holders of the Class F Certificates, up to an amount equal to the lesser of (A) the then-Soutstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xv) to reimburse the Holders of the Class F Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xvi) to pay interest to the Holders of the Class G Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xvii) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to zero, to pay principal to the Holders of the Class G Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xviii) to reimburse the Holders of the Class G Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xix) to pay interest to the Holders of the Class H Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xx) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership have been reduced to zero, to pay principal to the Holders of a class of “regular interests” in REMIC III and the Class XH Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxi) to reimburse the Holders of the Class H Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xxii) to pay interest to the Holders of the Class J Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxiii) if the Class Principal Balances of the Class A, Class X-B, Class X-C, Class X-D, Class X-E E, Class F, Class G and Class XH Certificates have been reduced to zero, to pay principal to the Holders of the Class J Certificates, up to an amount equal to the lesser of (A) the then-Y outstanding Class Principal Balance of such Class of Certificates will evidence ownership and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxiv) to reimburse the Holders of seven the Class J Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (7with interest), three up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (3xxv) to pay interest to the Holders of the Class K Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificate for such Distribution Date; (xxvi) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates have been reduced to zero, to pay principal to the Holders of the Class K Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxvii) to reimburse the Holders of the Class K Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), one up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (1xxviii) to pay interest to the Holders of the Class L Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificate for such Distribution Date; (xxix) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates have been reduced to zero, to pay principal to the Holders of the Class L Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxx) to reimburse the Holders of the Class L Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), one up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; and (1xxxi) to pay interest to the Holders of the Class M Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificate for such Distribution Date; (xxxii) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class L Certificates have been reduced to zero, to pay principal to the Holders of the Class M Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxxiii) to reimburse the Holders of the Class M Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), one up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (1xxxiv) to pay interest to the Holders of the Class N Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificate for such Distribution Date; (xxxv) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L and one (1) classes Class M Certificates have been reduced to zero, to pay principal to the Holders of “regular interests” in REMIC IIIthe Class N Certificates, respectively, all as described herein. The Class R Certificates will evidence ownership up to an amount equal to the lesser of (among other thingsA) the sole class then-outstanding Class Principal Balance of “residual interests” such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxxvi) to reimburse the Holders of the Class N Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in REMIC respect of such Class of Certificates for such Distribution Date; (xxxvii) to pay interest to the Holders of the Class O Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificate for such Distribution Date; (xxxviii) if the Class Principal Balances of the Class A, 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 have been reduced to zero, to pay principal to the Holders of the Class O Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxxix) to reimburse the Holders of the Class O Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xl) to pay to the Holders of the Class R-III for purposes Certificates the balance, if any, of the REMIC Provisions. The Latest Possible Maturity Date III Distribution Amount for such Distribution Date. (c) On each Class Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Premiums collected in respect of Regular Mortgage Loans during or prior to the related Collection Period and shall distribute such amounts, in each case, subject to available funds, as additional interest, to the Holders of the respective Classes of Principal Balance Certificates (other than the Interest Only Class G, H, J, K, L, M, N and O Certificates) and then entitled to distributions of principal from the REMIC III Components is Principal Distribution Amount for such Distribution Date an aggregate amount (allocable among such Classes, if more than one, as described below) equal to the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest lesser of (i) the Class of Certificates such Prepayment Premium and (ii) such Prepayment Premium multiplied by a fraction, the REMIC III Component numerator of which is equal to the excess, if any, of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate applicable to the most senior of such Classes of Certificates then outstanding (or, in the case of the Class A Certificates, the one with the earlier payment priority), over the relevant Discount Rate (as defined below), and initial the denominator of which is equal to the excess, if any, of the Mortgage Rate for the prepaid Mortgage Loan, over the relevant Discount Rate. If there is more than one Class of Principal Balance Certificates entitled to distributions of principal from the Principal Distribution Amount for each such Distribution Date, the aggregate amount described in the preceding sentence shall be allocated among such Classes on a pro rata basis in accordance with the relative amounts of such distributions of principal. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class of X Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None.

REMIC III. As provided herein133- (a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Interest) and Excess Liquidation Proceeds in the following amounts and order of assets consisting priority: (i) to the Holders of the Class A-1 Certificates, Class A-2 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest payable to each such Class; (ii) to the Holders of the Class A-1 and Class A-2 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero and second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class X-1 Certificates and Class X-2 Certificates, pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (iv) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-2 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class D Certificates has been reduced to zero; (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xiii) to the Holders of the Class E Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates has been reduced to zero; (xxi) to the Holders of the Class G Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the Certificate Balance of the Class G Certificates, to the Holders of the Class H Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class H Certificates has been reduced to zero; (xxiv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxv) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero; (xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxviii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxiv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxvii) to the Holders of the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xxxix) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xl) to the Holders of the Class O Certificates, Distributable Certificate Interest for such Distribution Date; (xli) upon payment in full of the Certificate Balance of the Class N Certificates, to the Holders of the Class O Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class O Certificates has been reduced to zero; (xlii) to the Holders of the Class O Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; and (xliii) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC Regular Certificates have been reduced to zero, and Realized Losses previously allocated to each Holder have been reimbursed to the Holders of the REMIC Regular Certificates, any amounts remaining on deposit in the Distribution Account. Notwithstanding the foregoing, on each Distribution Date occurring on or after the earliest date, if any, upon which the Certificate Balances of all the Classes of Subordinate Certificates have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to the Certificate Balances of all the Classes of Subordinate Certificates, the Principal Distribution Amount will be distributed, first, to the Holders of the Class A-1 and Class A-2 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Class is reduced to zero; and, second, to the Holders of the Class A-1 and Class A-2 Certificates, pro rata, based on the respective amounts of unreimbursed Realized Losses previously allocated to each such Class, plus one month's interest on such Realized Losses at the applicable Pass-Through Rate. A similar rule shall apply to the distribution of the Principal Distribution Amount to REMIC II Regular Interests as a REMIC for federal income tax purposesX-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X and such segregated pool of assets will be designated as “REMIC III”. The Class A-1A-2C, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes lieu of the REMIC Provisions. The Latest Possible Maturity Date for distributions described in Section 6.3(a)(ii). (b) On each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of , the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” Paying Agent shall withdraw amounts in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of Reserve Account and shall pay the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” Certificateholders on such Distribution Date such amounts in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class of Certificates designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the REMIC III Component reduction of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Aggregate Certificate Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of Certificates to zero, to pay any amounts remaining on deposit in such account to the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneSpecial Servicer as additional

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to Excess Interest which shall be distributed in accordance with Section 6.4(c)) in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1A-1 Certificates, Class A-2A-2 Certificates and Class X Certificates, Distributable Certificate Interest for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest payable to each such Class; (ii) to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class A-1 Certificates has been reduced to zero; (iii) upon payment in full of the Certificate Balance of the Class A-1 Certificates, to the Holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A-1 Certificates), until the Certificate Balance of the Class A-2 Certificates has been reduced to zero; (iv) to the Holders of the Class A Certificates and Class X Certificates, pro rata on the basis of their respective entitlements to reimbursement described in this clause (iv), to reimburse any Realized Losses previously allocated thereto plus interest on such Realized Losses at the applicable Pass-Through Rate; (v) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date; (vi) upon payment in full of the Certificate Balance of the Class A-2 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A Certificates), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vii) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the applicable Pass-Through Rate; (viii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (ix) upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A and Class B Certificates), until the Certificate Balance of the Class C Certificates has been reduced to zero; (x) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the applicable Pass-Through Rate; (xi) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xii) upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class A-3B and Class C Certificates), until the Certificate Balance of the Class D Certificates has been reduced to zero; (xiii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the applicable Pass-Through Rate; (xiv) to the Holders of the Class E Certificates, Distributable Certificate Interest for such Distribution Date; (xv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class X-0, Xxxxx X-0B, Class C and Class D Certificates), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xvi) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the applicable Pass-Through Rate; (xvii) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xviii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A-SB, Class B, Class C, Class D and Class E Certificates), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xix) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the applicable Pass-Through Rate; (xx) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xxi) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E and Class F Certificates), until the Certificate Balance of the Class G Certificates has been reduced to zero; (xxii) to the Holders of the Class G Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the Pass-SThrough Rate; (xxiii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiv) upon payment in full of the Certificate Balance of the Class G Certificates, to the Holders of the Class H Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership Certificates), until the Certificate Balance of a class of “regular interests” in REMIC III and the Class XH Certificates has been reduced to zero; (xxv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the Pass-Through Rate; (xxvi) to the Holders of the Class I Certificates, Distributable Certificate Interest for such Distribution Date; (xxvii) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class I Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class X-B, Class X-C, Class X-D, Class XE, Class F, Class G, Class H Certificates), until the Certificate Balance of the Class I Certificates has been reduced to zero; (xxviii) to the Holders of the Class I Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the Pass-E Through Rate; (xxix) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxx) upon payment in full of the Certificate Balance of the Class I Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by a any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class X-Y Certificates will evidence ownership of seven (7I Certificates), three until the Certificate Balance of the Class J Certificates has been reduced to zero; 101 (3xxxi) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the Pass-Through Rate; (xxxii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxxiii) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I and Class J Certificates), one until the Certificate Balance of the Class K Certificates has been reduced to zero; (1xxxiv) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the Pass-Through Rate; (xxxv) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxvi) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I, Class J and Class K Certificates), one until the Certificate Balance of the Class L Certificates has been reduced to zero; (1xxxvii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the Pass-Through Rate; (xxxviii) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxix) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I, Class J, Class K and Class L Certificates), one until the Certificate Balance of the Class M Certificates has been reduced to zero; (1xl) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the Pass-Through Rate; and (xli) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC Regular Certificates have been reduced to zero, and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) Realized Losses previously allocated to each Holder have been reimbursed to the sole class of “residual interests” in REMIC III for purposes Holders of the REMIC ProvisionsRegular Certificates, any amounts remaining on deposit in the Distribution Account. The Latest Possible Maturity 102 Notwithstanding the foregoing, on each Distribution Date for each Class occurring on or after the earliest date, if any, upon which the Certificate Balances of Regular all Classes of Subordinate Certificates (other have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to Certificate Balances of all Classes of Subordinate Certificates, the Interest Only Certificates) and Principal Distribution Amount will be distributed, first, to the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class X-A Certificates are hereby irrevocably assigned A-1 and Class A-2 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the alphanumeric designation under Certificate Balance of each such Class is reduced to zero; and, second, to the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class X-B Certificates are hereby irrevocably assigned A-1 and Class A-2 Certificates, pro rata, based on their respective entitlements to reimbursement, for the alphanumeric designations under unreimbursed amount of Realized Losses and Expense Losses previously allocated to such Classes. (b) On each Distribution Date, the column heading “REMIC III Component of Class X-B Certificates” Paying Agent shall withdraw amounts in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Reserve Account and shall pay the Certificateholders on such Distribution Date such amounts in the following priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class designation) for any, and to the extent of, Realized Losses or Expense Losses previously allocated to them; and (ii) second, upon the reduction of the aggregate Certificate Balance of the Principal Balance Certificates to zero, to pay any amounts remaining on deposit in such account to the Special Servicer as additional Special Servicer compensation. (c) On each Distribution Date, the Paying Agent shall withdraw from the Excess Interest Sub-account any Excess Interest on deposit therein, and the Paying Agent shall pay such Excess Interest on such Distribution Date to the Class M Certificates (even if the Certificate Balance of the Class X-C M Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect has been reduced to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case zero for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None Noneany reason).

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to Excess Interest which shall be distributed in accordance with Section 6.5(c)) in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for federal income tax purposessuch Distribution Date, and pro rata in proportion to the Distributable Certificate Interest payable to each such segregated pool Class; (ii) to the Holders of assets will be designated as “REMIC III”. The the Class A-1, Class A-2A-2 and Class A-3 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: (A) first, to the Class A-1 and Class A-2 Certificates pro rata (with the Class A-1 allocation based upon the sum of the Aggregate Certificate Balances of the Class A-1 and Class A-3 Certificates divided by the sum of the Aggregate Certificate Balances of the Class A-1, Class A-3A-2 and Class A-3 Certificates, and the Class A-2 allocation based upon the Class A-2 Aggregate Certificate Balance divided by the outstanding Aggregate Certificate Balances of the Class A-1, Class X-0A-2 and Class A-3 Certificates), Xxxxx X-0until the Aggregate Certificate Balance of the Class A-1 Certificates is reduced to zero and (B) then, to the Class A-2 and Class A-3 Certificates pro rata until the Aggregate Certificate Balance of the Class A-2 and Class A-3 Certificates is reduced to zero; (iii) upon payment in full of the Certificate Balance of the Class A-3 Certificates, to the Holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A-3 Certificates), until the Certificate Balance of the Class A-4 Certificates has been reduced to zero; (iv) to the Holders of the Class A Certificates, Class X-1 Certificates and Class X-2 Certificates, pro rata, to reimburse any Realized Losses previously allocated thereto plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (v) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date; (vi) upon payment in full of the Certificate Balance of the Class A-4 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A Certificates), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vii) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate); (viii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (ix) upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A and Class B Certificates), until the Certificate Balance of the Class C Certificates has been reduced to zero; (x) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xi) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xii) upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A-SB, Class B and Class C Certificates), until the Certificate Balance of the Class D Certificates has been reduced to zero; (xiii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xiv) to the Holders of the Class E Certificates, Distributable Certificate Interest for such Distribution Date; (xv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C and Class D Certificates), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xvi) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-Stwelfth the applicable Pass-Through Rate; (xvii) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xviii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D and Class E Certificates), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xix) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xx) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xxi) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E and Class F Certificates), until the Certificate Balance of the Class G Certificates has been reduced to zero; (xxii) to the Holders of the Class G Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxiii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiv) upon payment in full of the Certificate Balance of the Class G Certificates, to the Holders of the Class H Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership Certificates), until the Certificate Balance of a class of “regular interests” in REMIC III and the Class XH Certificates has been reduced to zero; (xxv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxvi) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution date; (xxvii) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by a any portion thereof distributed to the Holders of the Class A, Class X-B, Class X-C, Class X-D, Class X-E E, Class F, Class G and Class X-Y Certificates will evidence ownership of seven (7H Certificates), three until the Certificate Balance of the Class J Certificates has been reduced to zero; (3xxviii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxix) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distributable Date; (xxx) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates), one until the Certificate Balance of the Class K Certificates has been reduced to zero; (1xxxi) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxxii) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distributable Date; (xxxiii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates), one until the Certificate Balance of the Class L Certificates has been reduced to zero; (1xxxiv) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxxv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distributable Date; (xxxvi) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class L Certificates), one until the Certificate Balance of the Class M Certificates has been reduced to zero; (1xxxvii) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxxviii) to the Holders of the Class N Certificates, Distributable Certificate Interest for such Distributable Date; (xxxix) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L and one Class M Certificates), until the Certificate Balance of the Class N Certificates has been reduced to zero; (1xl) classes to the Holders of “regular interests” in the Class N Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xli) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC IIIRegular Certificates have been reduced to zero, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) and Realized Losses previously allocated to each Holder have been reimbursed to the sole class of “residual interests” in REMIC III for purposes Holders of the REMIC ProvisionsRegular Certificates, any amounts remaining on deposit in the Distribution Account. The Latest Possible Maturity Notwithstanding the foregoing, on each Distribution Date for each Class occurring on or after the earliest date, if any, upon which the Certificate Balances of Regular all the Classes of Subordinate Certificates (other have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to Certificate Balances of all the Interest Only Classes of Subordinate Certificates) and , the REMIC III Components is Principal Distribution Amount will be distributed, first, to the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class X-A Certificates are hereby irrevocably assigned A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the alphanumeric designation under Certificate Balance of each such Class is reduced to zero; and, second, to the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class X-B Certificates are hereby irrevocably assigned A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on the alphanumeric designations under respective amounts of unreimbursed Realized Losses previously allocated to each such Class. (b) On each Distribution Date, the column heading “REMIC III Component of Class X-B Certificates” Paying Agent shall withdraw amounts in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Reserve Account and shall pay the Certificateholders on such Distribution Date such amounts in the following priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the reduction of the Aggregate Certificate Balance of the Principal Balance Certificates to zero, to pay any amounts remaining on deposit in such account to the Special Servicer as additional Special Servicer Compensation. (c) On each Distribution Date, the Paying Agent shall withdraw from the Excess Interest Sub-account any Excess Interest on deposit therein, and the Paying Agent shall pay such Excess Interest on such Distribution Date to the Class N Certificates (even if the Certificate Balance of the Class X-C N Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect has been reduced to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case zero for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None Noneany reason).

REMIC III. As provided hereinOn each Distribution Date, following the Tax Administrator will elect distributions with respect to treat the segregated pool of assets consisting of Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the REMIC II Regular Interests as a REMIC for federal income tax purposes, and Principal Balance Certificates on such segregated pool of assets Distribution Date will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership allocated to the respective Classes of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Principal Balance Certificates (other than the Interest Only Exchangeable Certificates) and the REMIC respective EX XXXXX III Components is Regular Interests (and correspondingly, the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A applicable Exchangeable Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest ) as follows: (i) first, to the Class of J Certificates, the Class H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates and (ii) the REMIC III Component of the Class X-AD Certificates, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificatesin that order, in each case for which in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, Aggregate Certificate Balance is reduced to zero; (ii) second, to the initial aggregate Uncertificated Principal Balance of Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC I III Regular Interests, Interest); (iii) third, to the initial aggregate Uncertificated Principal Balance of Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC II III Regular Interests and Interest); (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth fourth, to the Class DesignationA-S REMIC III Regular Interest (and correspondingly, Passthe Class A-Through Rate S Certificates and initial the Class Principal Balance for each PST Certificates, pro rata, based on the Class of Certificates. A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and (v) fifth, to the Class A-1 1.4790% per annum $ 57,333,000 Certificates, the Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Certificates, Class A-SB 3.4640% per annum $ 102,144,000 Certificates, Class A-S Variable(1) $ 104,132,000 A-3 Certificates and Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneA-4 Certificates, on a pro rata basis in accordance with, and in reduction of, the respective Aggregate Certificate Balances of such Classes of Principal Balance Certificates until such Aggregate Certificate Balances are reduced to zero.

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Interest, which shall be distributed in accordance with Section 6.5(c)) and Excess Liquidation Proceeds in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for federal income tax purposessuch Distribution Date, and pro rata in proportion to the Distributable Certificate Interest payable to each such segregated pool Class; (ii) to the Holders of assets will be designated as “REMIC III”. The the Class A-1, Class A-2, Class A-3A-3 and Class A-4 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero; second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; third, upon payment in full of the aggregate Certificate Balance of the Class A-2 Certificates, to the holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero and fourth, upon payment in full of the aggregate Certificate Balance of the Class A-3 Certificates, to the holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-4 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class X-0X-1 Certificates and Class X-2 Certificates, Xxxxx X-0pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (iv) to the Holders of the Class AB Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-4 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SBThrough Rate on such Realized Losses; (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class AB Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SThrough Rate on such Realized Losses; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class BC Certificates, to the Holders of the Class CD Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class DD Certificates has been reduced to zero; (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xiii) to the Holders of the Class EE Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates will evidence ownership has been reduced to zero; (xxi) to the Holders of a class of “regular interests” in REMIC III and the Class XG Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-AThrough Rate on such Realized Losses; (xxii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the Certificate Balance of the Class X-BG Certificates, to the Holders of the Class X-CH Certificates, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven the Principal Distribution Amount for such Distribution Date (7reduced by any prior distributions thereof hereunder), three until the Certificate Balance of the Class H Certificates has been reduced to zero; (3xxiv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxv) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero; (xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxviii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxiv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxvii) classes to the Holders of “regular interests” the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xxxix) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xl) to the Holders of the Class O Certificates, Distributable Certificate Interest for such Distribution Date; (xli) upon payment in full of the Certificate Balance of the Class N Certificates, to the Holders of the Class O Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class O Certificates has been reduced to zero; (xlii) to the Holders of the Class O Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xliii) to the Holders of the Class P Certificates, Distributable Certificate Interest for such Distribution Date; (xliv) upon payment in full of the Certificate Balance of the Class O Certificates, to the Holders of the Class P Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class P Certificates has been reduced to zero; (xlv) to the Holders of the Class P Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; and (xlvi) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC IIIRegular Certificates have been reduced to zero, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) and Realized Losses previously allocated to each Holder have been reimbursed to the sole class of “residual interests” in REMIC III for purposes Holders of the REMIC ProvisionsRegular Certificates, any amounts remaining on deposit in the Distribution Account. The Latest Possible Maturity Notwithstanding the foregoing, on each Distribution Date for each Class occurring on or after the earliest date, if any, upon which the Certificate Balances of Regular all the Classes of Subordinate Certificates (other have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to the Interest Only Certificate Balances of all the Classes of Subordinate Certificates) and , the REMIC III Components is Principal Distribution Amount will be distributed, first, to the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class XA-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Class is reduced to zero; and, second, to the Holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on the respective amounts of unreimbursed Realized Losses previously allocated to each such Class, plus one month's interest on such Realized Losses at the applicable Pass-Through Rate. A Certificates are hereby irrevocably assigned similar rule shall apply to the alphanumeric designation under distribution of the column heading “Principal Distribution Amount to REMIC III Component II Regular Interests X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, A-3C, A-4A, A-4B, A-4C and A-4D, in lieu of Class X-A Certificates” the distributions described in Section 6.3(a)(ii). (b) On each Distribution Date, the Paying Agent shall withdraw amounts in the table that appears under “Corresponding Reserve Account and shall pay the Certificateholders on such Distribution Date such amounts in the following priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the reduction of the Aggregate Certificate Balance of the Principal Balance Certificates to zero, to pay any amounts remaining on deposit in such account to the Special Servicer as additional Special Servicer Compensation. This Section 6.5(b) shall apply mutatis mutandis to reimbursement of Realized Losses previously allocated to the REMIC II Regular Interests”. The REMIC III Components . (c) On each Distribution Date, the Paying Agent shall withdraw from the Excess Interest Sub-account any Excess Interest on deposit therein, and the Paying Agent shall pay such Excess Interest on such Distribution Date to the Class P Certificates (even if the Certificate Balance of the Class X-B P Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect has been reduced to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case zero for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None Noneany reason).

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect to treat the segregated pool of assets consisting Paying Agent on behalf of the REMIC II Regular Interests as a REMIC for federal income tax purposes, Trustee shall withdraw from the Distribution Account an amount equal to the Available Distribution Amount and shall distribute such segregated pool amount (other than the amount attributable to Excess Interest which shall be distributed in accordance with Section 6.4(c)) in the following amounts and order of assets will be designated as “REMIC III”. The priority: (i) to the Holders of the Class A-1A-1 Certificates, Class A-2A-2 Certificates and Class X Certificates, Distributable Certificate Interest for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest payable to each such Class; (ii) to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class A-1 Certificates has been reduced to zero; (iii) upon payment in full of the Certificate Balance of the Class A-1 Certificates, to the Holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A-1 Certificates), until the Certificate Balance of the Class A-2 Certificates has been reduced to zero; (iv) to the Holders of the Class A Certificates and Class X Certificates, pro rata on the basis of their respective entitlements to reimbursement described in 90 100 this clause (iv), to reimburse any Realized Losses previously allocated thereto plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (v) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date; (vi) upon payment in full of the Certificate Balance of the Class A-2 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A Certificates), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vii) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate); (viii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (ix) upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A and Class B Certificates), until the Certificate Balance of the Class C Certificates has been reduced to zero; (x) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xi) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xii) upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class A-3B and Class C Certificates), until the Certificate Balance of the Class D Certificates has been reduced to zero; (xiii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xiv) to the Holders of the Class E Certificates, Distributable Certificate Interest for such Distribution Date; (xv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, 91 101 Class B, Class X-0C and Class D Certificates), Xxxxx X-0until the Certificate Balance of the Class E Certificates has been reduced to zero; (xvi) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xvii) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xviii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class A-SBB, Class C, Class D and Class E Certificates), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xix) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xx) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xxi) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E and Class F Certificates), until the Certificate Balance of the Class G Certificates has been reduced to zero; (xxii) to the Holders of the Class G Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-Stwelfth the Pass-Through Rate; (xxiii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiv) upon payment in full of the Certificate Balance of the Class G Certificates, to the Holders of the Class H Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership Certificates), until the Certificate Balance of a class of “regular interests” in REMIC III and the Class XH Certificates has been reduced to zero; (xxv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the Pass-Through Rate; (xxvi) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution date; 92 102 (xxvii) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by a any portion thereof distributed to the Holders of the Class A, Class X-B, Class X-C, Class X-D, Class X-E E, Class F, Class G and Class X-Y Certificates will evidence ownership of seven (7H Certificates), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) until the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components Certificate Balance of the Class X-A J Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect has been reduced to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None Nonezero;

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. .” The Class A-1, Class A-2, Class A-3, Class X-0A-4, Xxxxx X-0Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the Class A-S, Class B and Class C Regular Interests will evidence ownership of a class of “regular interests” in REMIC III III, and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E A and Class X-Y B Certificates will evidence ownership of seven (7), ) and three (3), one (1), one (1), one (1) and one (1) classes of “regular interests,” respectively, in REMIC III, respectively, all as described herein. The Class A-S Certificates and Class A-S-PEX Component will each evidence ownership of a specified portion from time to time of the Class A-S Regular Interest. The Class B Certificates and Class B-PEX Component will each evidence ownership of a specified portion from time to time of the Class B Regular Interest. The Class C Certificates and Class C-PEX Component will each evidence ownership of a specified portion from time to time of the Class C Regular Interest. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Class X-A and Class X-B Certificates) ), the Class A-S, Class B and Class C Regular Interests and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. .” The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates.” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates Certificates, Class PEX Component and/or Class A-S, Class B or Class C Regular Interest and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E A or Class X-Y B Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) and the Class A-S, Class B and Class C Regular Interests will be $1,487,599,7931,103,631,379. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates, the Class PEX Components and the Class A-S, Class B and Class C Regular Interests. Class A-1 1.47901.233% per annum $ 57,333,000 $75,637,000 Class A-2 2.97602.895% per annum $ 75,863,000 $36,949,000 Class A-3 3.52803.660% per annum $ 59,936,000 $98,933,000 Class A-4 3.48803.829% per annum $ 360,000,000 $210,000,000 Class A-5 3.75204.101% per annum $ 386,043,000 $249,163,000 Class A-SB 3.46403.618% per annum $ 102,144,000 $101,859,000 Class X-A Variable(1) (2) Class X-B Variable(1) (3) Class A-S(4) 4.271% per annum $36,558,000 Class A-S-PEX Component(4) 4.271% per annum $36,558,000 Class A-S Variable(1) $ 104,132,000 Regular Interest 4.271% per annum $73,116,000 Class B Variable(1) $ 68,802,000 $37,938,000 Class B-PEX Component(4) Variable(1) $37,937,000 Class B Regular Interest Variable(1) $75,875,000 Class C Variable(1) $ 52,066,000 $20,003,000 Class C-PEX Component(4) Variable(1) $20,003,000 Class C Regular Interest Variable(1) $40,006,000 Class PEX(4) (5) $188,997,000 Class D Variable(1) $ 111,570,000 Class E 3.45504.234% per annum $ 31,611,000 $59,321,000 Class E Variable(1) $27,590,000 Class F 3.4550% per annum $ 14,876,000 Variable(1) $11,037,000 Class G 3.4550% per annum $ 63,223,793 Variable(1) $44,145,379 Class R None NoneNone Class V None (6)

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool of assets consisting Available Distribution Amount and shall distribute such amount (other than the amount attributable to Excess Interest which shall be distributed in accordance with Section 6.5(c), Excess Liquidation Proceeds, and an amount equal to any Net Swap Payment that was deemed distributed in respect of the REMIC II Class A-2 Regular Interests as a REMIC for federal income tax purposes, Interest on the immediately preceding Master Servicer Remittance Date pursuant to Section 8.30(b)) in the following amounts and such segregated pool order of assets will be designated as “REMIC III”. The priority: (i) to the Holders of the Class A-1A-1 Certificates, Class A-2A-2 Regular Interest, Class A-3A-3 Certificates, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F X-1 Certificates and Class G Certificates will evidence ownership X-2 Certificates, Distributable Certificate Interest for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest payable to each such Class; (ii) first, to the Holders of a class of “regular interests” in REMIC III and the Class X-AA-1 Certificates, Class X-Bthe Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero; second, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” upon payment in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes full of the REMIC Provisions. The Latest Possible Maturity aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Regular Interest, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Regular Interest has been reduced to zero; and third, upon payment in full of the aggregate Certificate Balance of the Class A-2 Regular Interest, to the Holders of the Class A-3 Certificates, the Principal Distribution Amount for each such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero; (iii) to the Holders of Regular the Class A Certificates (other than the Interest Only Class A-2 Certificates) the Class A-2 Regular Interest, and in respect of interest only, the Class X-1 Certificates and Class X-2 Certificates, pro rata in proportion to their respective entitlements to reimbursement described in this clause (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (iv) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-3 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class D Certificates has been reduced to zero; (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xiii) to the Holders of the Class E Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates has been reduced to zero; (xxi) to the Holders of the Class G Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the Certificate Balance of the Class G Certificates, to the Holders of the Class H Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class H Certificates has been reduced to zero; (xxiv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxv) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero; (xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxviii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxxiv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxxvii) to the Holders of the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xxxix) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; and (xl) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC III Certificates and the Class A-2 Regular Interest have been reduced to zero, and Realized Losses previously allocated to each Holder have been reimbursed to the Holders of the REMIC III Components Certificates and the Class A-2 Regular Interest, any amounts remaining on deposit in the Distribution Account. Notwithstanding the foregoing, on each Distribution Date occurring on or after the earliest date, if any, upon which the Certificate Balances of all the Classes of Subordinate Certificates have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to Certificate Balances of all the date that is Classes of Subordinate Certificates, the Rated Final Principal Distribution Date. The REMIC III Components Amount will be distributed, first, to the Holders of the Class X-A Certificates are hereby irrevocably assigned A-1, Class A-2 Regular Interest and Class A-3 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the alphanumeric designation under Certificate Balance of each such Class is reduced to zero; and, second, to the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class XA-1, Class A-2 Regular Interest and Class A-3 Certificates, pro rata, based on the respective amounts of unreimbursed Realized Losses previously allocated to each such Class, plus interest on such Realized Losses at one-B Certificates are hereby irrevocably assigned twelfth the alphanumeric designations under applicable Pass-Through Rate. A similar rule shall apply to the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component distribution of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect Principal Distribution Amount to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests X-0, X-0X, X-0X xxx X-0 in lieu of the distributions described in Section 6.3(a)(ii). (b) On each Distribution Date, the Paying Agent shall withdraw amounts in the Reserve Account and shall pay the Certificateholders on such Distribution Date such amounts in the following priority: (ivi) first, to reimburse the initial aggregate Holders of the Principal Balance Certificates (in order of alphabetical Class Principal designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the reduction of the Aggregate Certificate Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneCertificates to zero, to pay any amounts remaining on deposit in such account to the Special Servicer as additional

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Trustee shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1A-1 Certificates, Class A-2A-2 Certificates and Class X Certificates, Distributable Certificate Interest for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest payable to each such Class; (ii) to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class A-1 Certificates has been reduced to zero; (iii) upon payment in full of the Certificate Balance of the Class A-1 Certificates, to the Holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A-1 Certificates), until the Certificate Balance of the Class A-2 Certificates has been reduced to zero; (iv) to the Holders of the Class A Certificates and Class X Certificates, pro rata, to reimburse any Realized Losses previously allocated thereto plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (v) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date; (vi) upon payment in full of the Certificate Balance of the Class A-2 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A Certificates), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vii) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate); (viii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (ix) upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A and Class B Certificates), until the Certificate Balance of the Class C Certificates has been reduced to zero; (x) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xi) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xii) upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class A-3B and Class C Certificates), until the Certificate Balance of the Class D Certificates has been reduced to zero; (xiii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xiv) to the Holders of the Class E Certificates, Distributable Certificate Interest for such Distribution Date; (xv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class X-0, Xxxxx X-0B, Class C and Class D Certificates), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xvi) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xvii) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xviii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A-SB, Class B, Class C, Class D and Class E Certificates), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xix) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xx) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xxi) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E and Class F Certificates), until the Certificate Balance of the Class G Certificates has been reduced to zero; (xxii) to the Holders of the Class G Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-Stwelfth the Pass-Through Rate; (xxiii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiv) upon payment in full of the Certificate Balance of the Class G Certificates, to the Holders of the Class H Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership Certificates), until the Certificate Balance of a class of “regular interests” in REMIC III and the Class XH Certificates has been reduced to zero; (xxv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxvi) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution date; (xxvii) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by a any portion thereof distributed to the Holders of the Class A, Class X-B, Class X-C, Class X-D, Class X-E E, Class F, Class G and Class X-Y Certificates will evidence ownership of seven (7H Certificates), three until the Certificate Balance of the Class J Certificates has been reduced to zero; (3xxviii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxix) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distributable Date; (xxx) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates), one until the Certificate Balance of the Class K Certificates has been reduced to zero; (1xxxi) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxxii) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distributable Date; (xxxiii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates), one until the Certificate Balance of the Class L Certificates has been reduced to zero; (1xxxiv) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxxv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distributable Date; (xxxvi) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class L Certificates), one until the Certificate Balance of the Class M Certificates has been reduced to zero; (1xxxvii) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxxviii) to the Holders of the Class N Certificates, Distributable Certificate Interest for such Distributable Date; (xxxix) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L and one Class M Certificates), until the Certificate Balance of the Class N Certificates has been reduced to zero; (1xl) classes to the Holders of “regular interests” the Class N Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xli) to the Holders of the Class O Certificates, Distributable Certificate Interest for such Distributable Date; (xlii) upon payment in full of the Certificate Balance of the Class N Certificates, to the Holders of the Class O Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, 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), until the Certificate Balance of the Class O Certificates has been reduced to zero; (xliii) to the Holders of the Class O Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xliv) to the Holders of the Class P Certificates, Distributable Certificate Interest for such Distribution Date; (xlv) upon payment in full of the Certificate Balance of the Class O Certificates, to the Holders of the Class P Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, 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), until the Certificate Balance of the Class P Certificates has been reduced to zero; (xlvi) to the Holders of the Class P Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xlvii) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC IIIRegular Certificates have been reduced to zero, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) and Realized Losses previously allocated to each Holder have been reimbursed to the sole class of “residual interests” in REMIC III for purposes Holders of the REMIC ProvisionsRegular Certificates, any amounts remaining on deposit in the Distribution Account. The Latest Possible Maturity Notwithstanding the foregoing, on each Distribution Date for each Class occurring on or after the earliest date, if any, upon which the Certificate Balances of Regular all Classes of Subordinate Certificates (other have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to Certificate Balances of all Classes of Subordinate Certificates, the Interest Only Certificates) and Principal Distribution Amount will be distributed, first, to the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class X-A Certificates are hereby irrevocably assigned A-1 and Class A-2 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the alphanumeric designation under Certificate Balance of each such Class is reduced to zero; and, second, to the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class X-B Certificates are hereby irrevocably assigned A-1 and Class A-2 Certificates, pro rata, based on the alphanumeric designations under respective amounts of unreimbursed Realized Losses previously allocated to each such Class. (b) On each Distribution Date, the column heading “REMIC III Component of Class X-B Certificates” Trustee shall withdraw amounts in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of Reserve Account and shall pay the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” Certificateholders on such Distribution Date such amounts in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest priority: (i) first, to reimburse the Class of Certificates and (ii) the REMIC III Component Holders of the Principal Balance Certificates (in order of alphabetical Class X-Adesignation) for any, Class X-Band to the extent of, Class X-CRealized Losses previously allocated to them; and second, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each upon the reduction of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Aggregate Certificate Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of Certificates to zero, to pay any amounts remaining on deposit in such account to the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneSpecial Servicer as additional Special Servicer Compensation.

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to Excess Interest which shall be distributed in accordance with Section 6.4(c)) in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1A-1 Certificates, Class A-2A-2 Certificates and Class X Certificates, Distributable Certificate Interest for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest payable to each such Class; (ii) to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class A-1 Certificates has been reduced to zero; (iii) upon payment in full of the Certificate Balance of the Class A-1 Certificates, to the Holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A-1 Certificates), until the Certificate Balance of the Class A-2 Certificates has been reduced to zero; (iv) to the Holders of the Class A Certificates and Class X Certificates, pro rata on the basis of their respective entitlements to reimbursement described in this clause (iv), to reimburse any Realized Losses previously allocated thereto (it being acknowledged, in the case of the Class X Certificates, any reduction in the Notional Amount thereof and any effect thereof on the Accrued Certificate Interest on such Class shall not constitute Realized Losses or an allocation of Realized Losses) plus interest on such Realized Losses at the applicable Pass-Through Rate; (v) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date; (vi) upon payment in full of the Certificate Balance of the Class A-2 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A Certificates), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vii) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the applicable Pass-Through Rate; (viii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (ix) upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A and Class B Certificates), until the Certificate Balance of the Class C Certificates has been reduced to zero; (x) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the applicable Pass-Through Rate; (xi) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xii) upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class A-3B and Class C Certificates), until the Certificate Balance of the Class D Certificates has been reduced to zero; (xiii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the applicable Pass-Through Rate; (xiv) to the Holders of the Class E Certificates, Distributable Certificate Interest for such Distribution Date; (xv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class X-0, Xxxxx X-0B, Class C and Class D Certificates), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xvi) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the applicable Pass-Through Rate; (xvii) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xviii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A-SB, Class B, Class C, Class D and Class E Certificates), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xix) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the applicable Pass-Through Rate; (xx) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xxi) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E and Class F Certificates), until the Certificate Balance of the Class G Certificates has been reduced to zero; (xxii) to the Holders of the Class G Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the Pass-SThrough Rate; (xxiii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiv) upon payment in full of the Certificate Balance of the Class G Certificates, to the Holders of the Class H Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership Certificates), until the Certificate Balance of a class of “regular interests” in REMIC III and the Class XH Certificates has been reduced to zero; (xxv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the Pass-Through Rate; (xxvi) to the Holders of the Class I Certificates, Distributable Certificate Interest for such Distribution Date; (xxvii) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class I Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class X-B, Class X-C, Class X-D, Class X-E and E, Class X-Y Certificates will evidence ownership of seven (7F, Class G, Class H Certificates), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) until the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components Certificate Balance of the Class X-A I Certificates are hereby irrevocably assigned has been reduced to zero; (xxviii) to the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class XI Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the Pass-B Certificates are hereby irrevocably assigned Through Rate; (xxix) to the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Holders of the Class X-C Certificates is hereby irrevocably assigned J Certificates, Distributable Certificate Interest for such Distribution Date; (xxx) upon payment in full of the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Certificate Balance of the Class X-D Certificates is hereby irrevocably assigned I Certificates, to the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Holders of the Class X-E Certificates is hereby irrevocably assigned J Certificates, the alphanumeric designation under Principal Distribution Amount for such Distribution Date (reduced by a any portion thereof distributed to the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Holders of the Class X-Y Certificates is hereby irrevocably assigned A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class I Certificates), until the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component Certificate Balance of the Class XJ Certificates has been reduced to zero; (xxxi) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the Pass-Through Rate; (xxxii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxxiii) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class X-B, Class X-C, Class X-D, Class X-E or E, Class X-Y F, Class G, Class H, Class I and Class J Certificates), in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) until the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Certificate Balance of the REMIC I Regular InterestsClass K Certificates has been reduced to zero; (xxxiv) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the Pass-Through Rate; (iiixxxv) to the initial aggregate Uncertificated Principal Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxvi) upon payment in full of the Certificate Balance of the REMIC II Regular Interests Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I, Class J and (iv) Class K Certificates), until the initial aggregate Class Principal Certificate Balance of the respective Classes Class L Certificates has been reduced to zero; (xxxvii) to the Holders of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class DesignationL Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the Pass-Through Rate and initial Rate; (xxxviii) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxix) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Balance Distribution Amount for each Class such Distribution Date (reduced by any portion thereof distributed to the Holders of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I, Class J, Class K and Class L Certificates), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xl) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses at the Pass-SB 3.4640% per annum $ 102,144,000 Through Rate; (xli) to the Holders of the Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneN Certificates, Distributable Certificate Interest for such Distribution Date;

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0A-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E C and Class X-Y D Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one two (12) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation designations under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Components of the Class X-D Certificates is are hereby irrevocably assigned the alphanumeric designation designations under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E C or Class X-Y D Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None:

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E C and Class X-Y D Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one two (12) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation designations under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Components of the Class X-D Certificates is are hereby irrevocably assigned the alphanumeric designation designations under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E C or Class X-Y D Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None:

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Interest, which shall be distributed in accordance with Section 6.5(c)) and Excess Liquidation Proceeds in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for federal income tax purposessuch Distribution Date, and pro rata in proportion to the Distributable Certificate Interest payable to each such segregated pool Class; (ii) to the Holders of assets will be designated as “REMIC III”. The the Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F A-3 and Class G Certificates will evidence ownership of a class of “regular interests” A-4 Certificates, in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes reduction of the REMIC Provisions. The Latest Possible Maturity Date Certificate Balances thereof, in an amount up to the Principal Distribution Amount for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final such Distribution Date. The REMIC III Components : first, to the Holders of the Class X-A Certificates are hereby irrevocably assigned A-1 Certificates, the alphanumeric designation under Principal Distribution Amount for such Distribution Date until the column heading “REMIC III Component Certificate Balance thereof is reduced to zero; second, upon payment in full of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components aggregate Certificate Balance of the Class X-B Certificates are hereby irrevocably assigned A-1 Certificates, to the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component holders of the Class X-C Certificates is hereby irrevocably assigned A-2 Certificates, the alphanumeric designation under Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component aggregate Certificate Balance of the Class X-D A-2 Certificates is hereby irrevocably assigned has been reduced to zero; third, upon payment in full of the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component aggregate Certificate Balance of the Class X-E Certificates is hereby irrevocably assigned A-2 Certificates, to the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component holders of the Class X-Y Certificates is hereby irrevocably assigned A-3 Certificates, the alphanumeric designation under Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component aggregate Certificate Balance of the Class X-AA-3 Certificates has been reduced to zero and fourth, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, upon payment in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each full of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Certificate Balance of the REMIC I Regular InterestsClass A-3 Certificates, to the holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-4 Certificates has been reduced to zero; (iii) to the initial aggregate Uncertificated Principal Balance Holders of the REMIC II Regular Interests Class A Certificates, Class X-1 Certificates and Class X-2 Certificates, pro rata (iv) treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, applicable Pass-Through Rate and initial on such Realized Losses; (iv) to the Holders of the Class Principal B Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 the Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Certificates, to the Holders of the Class B Variable(1Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) $ 68,802,000 to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (vii) to the Holders of the Class C Variable(1Certificates, Distributable Certificate Interest for such Distribution Date; (viii) $ 52,066,000 upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (x) to the Holders of the Class D Variable(1Certificates, Distributable Certificate Interest for such Distribution Date; (xi) $ 111,570,000 upon payment in full of the Certificate Balance of the Class E 3.4550% per annum $ 31,611,000 C Certificates, to the Holders of the Class F 3.4550% per annum $ 14,876,000 D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G 3.4550% per annum $ 63,223,793 D Certificates has been reduced to zero; (xii) to the Holders of the Class R None NoneD Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Interest) and Excess Liquidation Proceeds in the following amounts and order of assets consisting priority: (i) to the Holders of the Class A-1 Certificates, Class A-2 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest payable to each such Class; (ii) to the Holders of the Class A-1 and Class A-2 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero and second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class X-1 Certificates and Class X-2 Certificates, pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (iv) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-2 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class D Certificates has been reduced to zero; (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xiii) to the Holders of the Class E Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates has been reduced to zero; (xxi) to the Holders of the Class G Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the Certificate Balance of the Class G Certificates, to the Holders of the Class H Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class H Certificates has been reduced to zero; (xxiv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxv) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero; (xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxviii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxiv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxvii) to the Holders of the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xxxix) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xl) to the Holders of the Class O Certificates, Distributable Certificate Interest for such Distribution Date; (xli) upon payment in full of the Certificate Balance of the Class N Certificates, to the Holders of the Class O Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class O Certificates has been reduced to zero; (xlii) to the Holders of the Class O Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; and (xliii) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC Regular Certificates have been reduced to zero, and Realized Losses previously allocated to each Holder have been reimbursed to the Holders of the REMIC Regular Certificates, any amounts remaining on deposit in the Distribution Account. Notwithstanding the foregoing, on each Distribution Date occurring on or after the earliest date, if any, upon which the Certificate Balances of all the Classes of Subordinate Certificates have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to the Certificate Balances of all the Classes of Subordinate Certificates, the Principal Distribution Amount will be distributed, first, to the Holders of the Class A-1 and Class A-2 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Class is reduced to zero; and, second, to the Holders of the Class A-1 and Class A-2 Certificates, pro rata, based on the respective amounts of unreimbursed Realized Losses previously allocated to each such Class, plus one month's interest on such Realized Losses at the applicable Pass-Through Rate. A similar rule shall apply to the distribution of the Principal Distribution Amount to REMIC II Regular Interests as a REMIC for federal income tax purposesX-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X and such segregated pool of assets will be designated as “REMIC III”. The Class A-1A-2C, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes lieu of the REMIC Provisions. The Latest Possible Maturity Date for distributions described in Section 6.3(a)(ii). (b) On each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of , the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” Paying Agent shall withdraw amounts in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of Reserve Account and shall pay the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” Certificateholders on such Distribution Date such amounts in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class of Certificates designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the REMIC III Component reduction of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Aggregate Certificate Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of Certificates to zero, to pay any amounts remaining on deposit in such account to the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneSpecial Servicer as additional

REMIC III. As provided herein(a) On each Distribution Date, following the Tax Administrator will elect deemed payments to treat the segregated pool of assets consisting REMIC III in respect of the REMIC II Regular Interests on such date pursuant to Section 6.3, the Trustee shall withdraw from the REMIC Distribution Subaccount the REMIC III Distribution Amount for such Distribution Date and shall apply such amount for the following purposes and in the following order of priority: (i) to pay interest to the Holders of the respective Classes of Senior Certificates, pro rata up to an amount equal to Distributable Certificate Interest in respect of each such Class of Certificates for such Distribution Date; (ii) to pay principal (a) from the Principal Distribution Amount with respect to Loan Group 1 for such Distribution Date, first to the Holders of the Class A-1A Certificates, second to the holders of the Class A-1B Certificates and third to the holders of the Class A-2 Certificates, in each case up to an amount equal to the lesser of (1) the then outstanding Class Principal Balance of each such Class of Certificates and (2) the remaining portion, if any, of such Principal Distribution Amount; and (b) from the Principal Distribution Amount with respect to Loan Group 2 for such Distribution Date, first to the holders of the Class A-2 Certificates, second to the holders of the Class A-1A Certificates, third to the holders of Class A-1B Certificates, in each case, up to an amount equal to the lesser of (i) the then-outstanding aggregate Certificate Balance of such Class of Certificates and (ii) the remaining portion of such Principal Distribution Amount; (iii) to reimburse the Holders of the Class A Certificates, pro rata, for any Realized Losses and Expense Losses previously deemed allocated to such Classes of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amounts in respect of such Class of Certificates for such Distribution Date; and (iv) to make payments on the Subordinate and Residual Certificates as a REMIC for federal income tax purposesprovided below; provided that, on each Distribution Date after the aggregate of the Class Principal Balances of the Subordinate Certificates has been reduced to zero, and such segregated pool in any event on the final Distribution Date in connection with a termination of assets the Trust, the payments of principal to be made pursuant to clause (ii) above, will be designated so made to the Holders of the respective Classes of Class A Certificates, up to an amount equal to, and pro rata as “among such Classes in accordance with, the respective outstanding Class Principal Balances of such Classes of Certificates, and without regard to the Principal Distribution Amounts for such date. (b) On each Distribution Date, following the foregoing series of payments on the Senior Certificates, the Trustee shall apply the remaining portion, if any, of the REMIC III”. The III Distribution Amount for such date for the following purposes and in the following order of priority: (i) to pay interest to the Holders of the Class A-1B Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (ii) if the Class Principal Balances of the Class A Certificates have been reduced to zero, to pay principal to the Holders of the Class B Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (iii) to reimburse the Holders of the Class B Certificates for Realized Losses and Expense Losses, if any, previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (iv) to pay interest to the Holders of the Class C Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (v) if the Class Principal Balances of the Class A and Class B Certificates have been reduced to zero, to pay principal to the Holders of the Class C Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (vi) to reimburse the Holders of the Class C Certificates for any Realized Losses and Expenses Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (vii) to pay interest to the Holders of the Class D Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (viii) if the Class Principal Balances of the Class A, Class A-2B and Class C Certificates have been reduced to zero, to pay principal to the Holders of the Class D Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (ix) to reimburse the Holders of the Class D Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (x) to pay interest to the Holders of the Class E Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xi) if the Class Principal Balances of the Class A, Class A-3B, Class X-0C and Class D Certificates have been reduced to zero, Xxxxx X-0to pay principal to the Holders of the Class E Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xii) to reimburse the Holders of the Class E Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xiii) to pay interest to the Holders of the Class F Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xiv) if the Class Principal Balances of the Class A, Class A-SBB, Class C, Class D and Class E Certificates have been reduced to zero, to pay principal to the Holders of the Class F Certificates, up to an amount equal to the lesser of (A-S) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xv) to reimburse the Holders of the Class F Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xvi) to pay interest to the Holders of the Class G Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xvii) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to zero, to pay principal to the Holders of the Class G Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xviii) to reimburse the Holders of the Class G Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xix) to pay interest to the Holders of the Class H Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xx) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership have been reduced to zero, to pay principal to the Holders of a class of “regular interests” in REMIC III and the Class X-H Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxi) to reimburse the Holders of the Class H Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xxii) to pay interest to the Holders of the Class J Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxiii) if the Class Principal Balances of the Class A, Class X-B, Class X-C, Class X-D, Class X-E E, Class F, Class G and Class X-Y H Certificates will evidence ownership have been reduced to zero, to pay principal to the Holders of seven the Class J Certificates, up to an amount equal to the lesser of (7A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxiv) to reimburse the Holders of the Class J Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), three up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (3xxv) to pay interest to the Holders of the Class K Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxvi) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates have been reduced to zero, to pay principal to the Holders of the Class K Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxvii) to reimburse the Holders of the Class K Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), one up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (1xxviii) to pay interest to the Holders of the Class L Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxix) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates have been reduced to zero, to pay principal to the Holders of the Class L Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxx) to reimburse the Holders of the Class L Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), one up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; and (1)xxxi) to pay to the Holders of the Residual Certificates representing the Class R-III Interests the balance, one (1) and one (1) classes of “regular interests” in REMIC IIIif any, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date III Distribution Amount for such Distribution Date; (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the REMIC Distribution Subaccount that represent Prepayment Premiums collected in respect of Loan Group 1 during or prior to the related Collection Period and shall distribute such amounts, in each case, subject to available funds, as additional interest, as follows: to the Holders of the respective Class or Classes of Regular Principal Balance Certificates (other than the Interest Only Class E, Class F, Class G, Class J, Class K and Class L Certificates) then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date in respect of Loan Group 1 (other than, if applicable, the Class A-2 Certificates), an aggregate amount (allocable among such Classes, if more than one, as described below) equal to the amount of the Prepayment Premium, multiplied by the lesser of (A) a fraction, expressed as a decimal, the numerator of which is equal to the excess, if any, of the then-current Pass-Through Rate applicable to the most senior of such Classes of Certificates then outstanding (or, in the case of two or more Classes of Class A Certificates, the one with the earliest payment priority), over the relevant Discount Rate (as defined below), and the REMIC III Components denominator of which is equal to the date excess, if any, of the Mortgage Rate for the prepaid Group 1 Loan, over the relevant Discount Rate and (B) 0.25. If there is more than one Class of Principal Balance Certificates (other than the Class A-2 Certificates) entitled to distributions of principal from the Principal Distribution Amount for Loan Group 1 for such Distribution Date, the aggregate amount described in the preceding sentence shall be allocated among such Classes on a pro rata basis in accordance with the relative sizes of such distributions of principal. Any portion of such Prepayment Premium that is not so distributed to the Rated Final Distribution Date. The REMIC III Components Holders of such Principal Balance Certificates will be distributed to the Holders of the Class X-A IO Certificates. Notwithstanding the foregoing, in the event that the Class A-2 Certificates are hereby irrevocably assigned then entitled to distributions of principal from the alphanumeric designation under Principal Distribution Amount in respect of Loan Group 1, then any Principal Prepayment collected with respect to a Group 1 Loan will be allocated between the column heading “REMIC III Component of Class X-A Certificates” B Certificates and the Class IO Certificates in accordance with the table that appears under “Corresponding REMIC II Regular Interests”formula set forth above. The REMIC III Components Any Prepayment Premium collected with respect to a Group 2 Loan during any Collection Period will be distributed on the following Distribution Date (a) to the Holders of the Class X-B Certificates are hereby irrevocably assigned A-2 Certificates, out of such Prepayment Premium, an amount equal to the alphanumeric designations under present value calculated on a monthly basis (discounted at the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component applicable Discount Rate plus 0.75%) of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forthpositive differential, with respect to each REMIC II Regular Interest if any, between (i) the Pass-Through Rate on the Class of A-2 Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificatesapplicable Discount Rate plus 0.75%, in each case for which case, from the Distribution Date occurring in the month following such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) prepayment until the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Class A-2 Certificates (other than would have been reduced to zero had the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth related Principal Prepayment not occurred given the Class Designation, Pass-Through Rate and initial then current Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 all outstanding Classes of Certificates and assuming that any then outstanding REMIC Mortgage Loans pay off on their respective Maturity Dates, multiplied by the Certificate Balance of the Class A-2 2.9760% per annum $ 75,863,000 Certificates on each such Distribution Date based on the foregoing assumptions; and (b) to the Holders of the Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneIO Certificates, the remainder of such Prepayment Premium.

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, Available Distribution Amount and shall distribute such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates amount (other than the amount attributable to Excess Liquidation Proceeds which shall be distributed in accordance with Section 6.5(b), the amount attributable to Excess Interest Only Certificates) which shall be distributed in accordance with Section 6.5(c), and the REMIC III Components is the date amount equal to any Net Swap Payment that is the Rated Final Distribution Date. The REMIC III Components was deemed distributed in respect of the Class XA-3-A Certificates are hereby irrevocably assigned 1FL Regular Interest on the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” immediately preceding Master Servicer Remittance Date pursuant to Section 8.30(b)) in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components following amounts and order of priority: (i) to the Holders of the Class [A-1] Certificates, Class [A-1A] Certificates, Class [A-2] Certificates, Class A-3-1FL Regular Interest, Class [A-3-1] Certificates, Class [A-3-2] Certificates, Class [A-AB] Certificates, Class [A-4] Certificates, Class [X-1] Certificates, Class [X-2] Certificates and Class [X-B Certificates are hereby irrevocably assigned Y] Certificates, concurrently, (A) to the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Holders of the Class X[A-1] Certificates, Class [A-2] Certificates, Class A-3-C 1FL Regular Interest, Class [A-3-1] Certificates, Class [A-3-2] Certificates, Class [A-AB] Certificates is hereby irrevocably assigned and Class [A-4] Certificates, the alphanumeric designation under the column heading “REMIC III Component Distributable Certificate Interest Amount in respect of such Class X-C Certificates” for such Distribution Date (which shall be payable from amounts in the table Available Distribution Amount attributable to Loan Group 1), pro rata in proportion to the Distributable Certificate Interest Amount payable in respect of each such Class; provided, that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component the interest distributed to the Holders of the Class X-D [A-4] Certificates is hereby irrevocably assigned will be applied first to the alphanumeric designation under Class [A-4A] Certificates up to their Distributable Certificate Interest Amount and then to the column heading “REMIC III Component of Class X-D Certificates” in [A-4B] Certificates up to their Distributable Certificate Interest Amount; (B) to the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Holders of the Class X-E Certificates is hereby irrevocably assigned [A-1A] Certificates, the alphanumeric designation under the column heading “REMIC III Component Distributable Certificate Interest Amount in respect of such Class X-E Certificates” for such Distribution Date (which shall be payable from amounts in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Available Distribution Amount attributable to Loan Group 2); (C) to the Holders of the Class [X-1] Certificates, Class [X-2] Certificates and Class [X-Y Certificates Y] Certificates, the Distributable Certificate Interest Amount in respect of each such Class for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest Amount payable in respect of each such Class; provided, however, that if the portion of Available Distribution Amount attributable to either Loan Group is hereby irrevocably assigned insufficient to pay in full the alphanumeric designation under the column heading “REMIC III Component total amount of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, interest to be distributed with respect to each REMIC II Regular Interest (i) any of the Class [A] or Class [X] Certificates on such Distribution Date as described above, the Available Distribution Amount will be allocated among the Class [A] Certificates and the Class [X] Certificates, pro rata in proportion to the respective amounts of interest payable thereon for such Distribution Date, without regard to Loan Group, provided that interest distributed to the Holders of the Class [A-4] Certificates will be applied first to the Class [A-4A] Certificates up to their interest entitlement and then to the Class [A-4B] Certificates up to their interest entitlement; (ii) (A) to the holders of the Class [A-1], Class [A-1A], Class [A-2], Class [A-3-1], Class [A-3-2], Class [A-AB] and Class [A-4] Certificates and the Class A-3-1FL Regular Interest, (1) first, to the Holders of the Class [A-AB] Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class [A-1A] Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount for such Distribution Date, until the aggregate Certificate Balance of the Class [A-AB] Certificates has been reduced to the Planned Principal Balance for such Distribution Date; the portion of the Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class [A-1A] Certificates; (2) second, upon payment to the Class [A-AB] Certificates of the above distribution, to the Holders of the Class [A-1] Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class [A-1A] Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount for such Distribution Date, until the aggregate Certificate Balance of the Class [A-1] Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class [A-AB] Certificates (in respect of the Planned Principal Balance) and (solely with respect to the Loan Group 2 Principal Distribution Amount) Class [A-1A] Certificates; (3) third, upon payment in full of the aggregate Certificate Balance of the Class [A-1] Certificates, to the Holders of the Class [A-2] Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class [A-1A] Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class [A-2] Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class [A-AB] Certificates (in respect of the Planned Principal Balance), Class [A-1] Certificates and (iisolely with respect to the Loan Group 2 Principal Distribution Amount) Class [A-1A] Certificates; (4) fourth, upon payment in full of the REMIC III Component aggregate Certificate Balance of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y [A-2] Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II to the Holders of the Class [A-3-1] Certificates and the Class A-3-1FL Regular Interest: Each of (i) , pro rata, the Cut-off Loan Group 1 Principal Distribution Amount for such Distribution Date Pool Balanceand, (ii) after the initial aggregate Uncertificated Principal Certificate Balance of the REMIC I Class [A-1A] Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balances of the Class [A-3-1] Certificates and the Class A-3-1FL Regular InterestsInterest have been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class [A-AB] Certificates (in respect of the Planned Principal Balance), Class [A-1] Certificates, Class [A-2] Certificates and (iiisolely with respect to the Loan Group 2 Principal Distribution Amount) Class [A-1A] Certificates; (5) fifth, upon payment in full of the initial aggregate Uncertificated Certificate Balances of the Class [A-3-1] Certificates and the Class A-3-1FL Regular Interest, to the Holders of the Class [A-3-2] Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the REMIC II Regular Interests and (iv) Class [A-1A] Certificates has been reduced to zero, the initial Loan Group 2 Principal Distribution Amount, until the aggregate Class Principal Certificate Balance of the respective Classes Class [A-3-2] Certificates has been reduced to zero; the portion of Regular the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class [A-AB] Certificates (other than in respect of the Planned Principal Balance), Class [A-1] Certificates, Class [A-2] Certificates, Class [A-3-1] Certificates and the Class A-3-1FL Regular Interest Only and (solely with respect to the Loan Group 2 Principal Distribution Amount) Class [A-1A] Certificates; (6) sixth, upon payment in full of the aggregate Certificate Balance of the Class [A-3-2] Certificates, to the Holders of the Class [A-AB] Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class [A-1A] Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class [A-AB] Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be $1,487,599,793. The following table irrevocably sets forth reduced by any portion thereof distributed to the Holders of the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class [A-SB 3.4640% per annum $ 102,144,000 AB] Certificates (in respect of the Planned Principal Balance), Class [A-1] Certificates, Class [A-2] Certificates, Class [A-3-1] Certificates, Class A-3-1FL Regular Interest and Class [A-3-2] Certificates and (solely with respect to the Loan Group 2 Principal Distribution Amount) Class [A-1A] Certificates; (7) seventh, upon payment in full of the aggregate Certificate Balance of the Class [A-S Variable(1AB] Certificates, to the Holders of the Class [A-4A] Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class [A-1A] Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class [A-4A] Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class [A-AB] Certificates, Class [A-1] Certificates, Class [A-2] Certificates, Class [A-3-1] Certificates, Class A-3-1FL Regular Interest and Class [A-3-2] Certificates and (solely with respect to the Loan Group 2 Principal Distribution Amount) $ 104,132,000 Class B Variable(1[A-1A] Certificates; (8) eighth, upon payment in full of the aggregate Certificate Balance of the Class [A-4A] Certificates, to the Holders of the Class [A-4B] Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class [A-1A] Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class [A-4B] Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class [A-AB] Certificates, Class [A-1] Certificates, Class [A-2] Certificates, Class [A-3-1] Certificates, Class A-3-1FL Regular Interest, Class [A-3-2] Certificates and Class [A-4A] Certificates and (solely with respect to the Loan Group 2 Principal Distribution Amount) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None[A-1A] Certificates; and

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, Available Distribution Amount and shall distribute such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates amount (other than the Interest Only Certificatesamount attributable to Excess Liquidation Proceeds which shall be distributed in accordance with Section 6.5(b) and the REMIC III Components is amount attributable to Excess Interest which shall be distributed in accordance with Section 6.5(c) on the date that is immediately preceding Master Servicer Remittance Date pursuant to Section 8.31(b)) in the Rated Final Distribution Date. The REMIC III Components following amounts and order of priority: (i) to the Holders of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of A-1 Certificates, Class X-A A-1A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the , Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of A-2 Certificates, Class X-B A-3 Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the , Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of A-4 Certificates, Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of X Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, concurrently, (A) to the Holders of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates, the Distributable Certificate Interest Amount in respect of such Class for such Distribution Date (which shall be payable from amounts in the Available Distribution Amount attributable to Loan Group 1), pro rata in proportion to the Distributable Certificate Interest Amount payable in respect of each case such Class; (B) to the Holders of the Class A-1A Certificates, the Distributable Certificate Interest Amount in respect of such Class for such Distribution Date (which shall be payable from amounts in the Available Distribution Amount attributable to Loan Group 2); (C) to the Holders of the Class X Certificates and Class X-Y Certificates, the Distributable Certificate Interest Amount in respect of each such REMIC II Regular Class for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest constitutes a Corresponding REMIC II Regular Interest: Each Amount payable in respect of (i) each such Class; provided, however, that if the Cutportion of Available Distribution Amount attributable to either Loan Group is insufficient to pay in full the total amount of interest to be distributed with respect to any of the Class A, Class X or Class X-off Y Certificates on such Distribution Date Pool Balanceas described above, the Available Distribution Amount will be allocated among the Class A Certificates, the Class X Certificates and the Class X-Y Certificates, pro rata in proportion to the respective amounts of interest payable thereon for such Distribution Date, without regard to Loan Group; (ii) (A) to the initial aggregate Uncertificated holders of the Class A-1, Class A-1A, Class A-2, Class A-3 and Class A-4 Certificates, (1) first, to the Holders of the Class A-1 Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the REMIC I Regular InterestsClass A-1A Certificates has been reduced to zero, (iii) the initial Loan Group 2 Principal Distribution Amount for such Distribution Date, until the aggregate Uncertificated Principal Certificate Balance of the REMIC II Regular Interests and Class A-1 Certificates has been reduced to zero; the portion of the Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class A-1A Certificates; (iv2) second, upon payment in full of the initial aggregate Class Principal Certificate Balance of the respective Classes Class A-1 Certificates, to the Holders of Regular the Class A-2 Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates (other than has been reduced to zero, the Interest Only Certificates) Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be $1,487,599,793. The following table irrevocably sets forth reduced by any portion thereof distributed to the Holders of the Class DesignationA-1 Certificates and (solely with respect to the Loan Group 2 Principal Distribution Amount) Class A-1A Certificates; (3) third, Pass-Through Rate upon payment in full of the aggregate Certificate Balance of the Class A-2 Certificates, to the Holders of the Class A-3 Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and initial Class Loan Group 2 Principal Balance for each Class Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of Certificates. the Class A-1 1.4790% per annum $ 57,333,000 Certificates, Class A-2 2.9760% per annum $ 75,863,000 Certificates and (solely with respect to the Loan Group 2 Principal Distribution Amount) Class A-1A Certificates; (4) fourth, upon payment in full of the aggregate Certificate Balance of the Class A-3 3.5280% per annum $ 59,936,000 Certificates, to the Holders of the Class A-4 3.4880% per annum $ 360,000,000 Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-5 3.7520% per annum $ 386,043,000 A-1A Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class A-SB 3.4640% per annum $ 102,144,000 A-4 Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class A-S Variable(1A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and (solely with respect to the Loan Group 2 Principal Distribution Amount) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneA-1A Certificates; and

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Trustee shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Interest, which shall be distributed in accordance with Section 6.5(c)) and Excess Liquidation Proceeds in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for federal income tax purposessuch Distribution Date, and pro rata in proportion to the Distributable Certificate Interest payable to each such segregated pool Class; (ii) to the Holders of assets will be designated as “REMIC III”. The the Class A-1, Class A-2, Class A-3A-3 and Class A-4 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero; second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; third, upon payment in full of the aggregate Certificate Balance of the Class A-2 Certificates, to the holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero and fourth, upon payment in full of the aggregate Certificate Balance of the Class A-3 Certificates, to the holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-4 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class X-0X-1 Certificates and Class X-2 Certificates, Xxxxx X-0pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (iv) to the Holders of the Class AB Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-4 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SBThrough Rate on such Realized Losses; (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class AB Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SThrough Rate on such Realized Losses; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class BC Certificates, to the Holders of the Class CD Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class DD Certificates has been reduced to zero; (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xiii) to the Holders of the Class EE Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates will evidence ownership has been reduced to zero; (xxi) to the Holders of a class of “regular interests” in REMIC III and the Class XG Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-AThrough Rate on such Realized Losses; (xxii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the Certificate Balance of the Class X-BG Certificates, to the Holders of the Class X-CH Certificates, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven the Principal Distribution Amount for such Distribution Date (7reduced by any prior distributions thereof hereunder), three until the Certificate Balance of the Class H Certificates has been reduced to zero; (3xxiv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxv) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero; (xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxviii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxiv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxvii) classes to the Holders of “regular interests” the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xxxix) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xl) to the Holders of the Class O Certificates, Distributable Certificate Interest for such Distribution Date; (xli) upon payment in full of the Certificate Balance of the Class N Certificates, to the Holders of the Class O Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class O Certificates has been reduced to zero; (xlii) to the Holders of the Class O Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xliii) to the Holders of the Class P Certificates, Distributable Certificate Interest for such Distribution Date; (xliv) upon payment in full of the Certificate Balance of the Class O Certificates, to the Holders of the Class P Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class P Certificates has been reduced to zero; (xlv) to the Holders of the Class P Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xlvi) to the Holders of the Class Q Certificates, Distributable Certificate Interest for such Distribution Date; (xlvii) upon payment in full of the Certificate Balance of the Class P Certificates, to the Holders of the Class Q Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class Q Certificates has been reduced to zero; (xlviii) to the Holders of the Class Q Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xlix) to the Holders of the Class S Certificates, Distributable Certificate Interest for such Distribution Date; (l) upon payment in full of the Certificate Balance of the Class Q Certificates, to the Holders of the Class S Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class S Certificates has been reduced to zero; (li) to the Holders of the Class S Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; and (lii) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC IIIRegular Certificates have been reduced to zero, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) and Realized Losses previously allocated to each Holder have been reimbursed to the sole class of “residual interests” in REMIC III for purposes Holders of the REMIC ProvisionsRegular Certificates, any amounts remaining on deposit in the Distribution Account. The Latest Possible Maturity Notwithstanding the foregoing, on each Distribution Date for each Class occurring on or after the earliest date, if any, upon which the Certificate Balances of Regular all the Classes of Subordinate Certificates (other have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to the Interest Only Certificate Balances of all the Classes of Subordinate Certificates) and , the REMIC III Components is Principal Distribution Amount will be distributed, first, to the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class X-A Certificates are hereby irrevocably assigned A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the alphanumeric designation under Certificate Balance of each such Class is reduced to zero; and, second, to the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class XA-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on the respective amounts of unreimbursed Realized Losses previously allocated to each such Class, plus one month's interest on such Realized Losses at the applicable Pass-B Certificates are hereby irrevocably assigned Through Rate. A similar rule shall apply to the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component distribution of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect Principal Distribution Amount to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0, A-4A, A-4B, A-4C and A-4D, in lieu of the distributions described in Section 6.3(a)(ii). (ivb) On each Distribution Date, the initial aggregate Trustee shall withdraw amounts in the Reserve Account and shall pay the Certificateholders on such Distribution Date such amounts in the following priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class Principal designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the reduction of the Aggregate Certificate Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneCertificates to zero, to pay any amounts remaining on deposit in such account to the Special Servicer as additional

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Interest) and Excess Liquidation Proceeds in the following amounts and order of assets consisting priority: (i) to the Holders of the Class A-1 Certificates, Class A-2 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest payable to each such Class; (ii) to the Holders of the Class A-1 and Class A-2 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero and second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class X-1 Certificates and Class X-2 Certificates, pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (iv) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-2 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class D Certificates has been reduced to zero; (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xiii) to the Holders of the Class E Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates has been reduced to zero; (xxi) to the Holders of the Class G Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the Certificate Balance of the Class G Certificates, to the Holders of the Class H Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class H Certificates has been reduced to zero; (xxiv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxv) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero; (xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxviii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxiv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxvii) to the Holders of the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xxxix) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xl) to the Holders of the Class O Certificates, Distributable Certificate Interest for such Distribution Date; (xli) upon payment in full of the Certificate Balance of the Class N Certificates, to the Holders of the Class O Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class O Certificates has been reduced to zero; (xlii) to the Holders of the Class O Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; and (xliii) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC Regular Certificates have been reduced to zero, and Realized Losses previously allocated to each Holder have been reimbursed to the Holders of the REMIC Regular Certificates, any amounts remaining on deposit in the Distribution Account. Notwithstanding the foregoing, on each Distribution Date occurring on or after the earliest date, if any, upon which the Certificate Balances of all the Classes of Subordinate Certificates have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to Certificate Balances of all the Classes of Subordinate Certificates, the Principal Distribution Amount will be distributed, first, to the Holders of the Class A-1 and Class A-2 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Class is reduced to zero; and, second, to the Holders of the Class A-1 and Class A-2 Certificates, pro rata, based on the respective amounts of unreimbursed Realized Losses previously allocated to each such Class, plus one month's interest on such Realized Losses at the applicable Pass-Through Rate. A similar rule shall apply to the distribution of the Principal Distribution Amount to REMIC II Regular Interests as a REMIC for federal income tax purposesX-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, A-2C and such segregated pool of assets will be designated as “REMIC III”. The Class A-1A-2D, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes lieu of the REMIC Provisions. The Latest Possible Maturity Date for distributions described in Section 6.3(a)(ii). (b) On each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of , the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” Paying Agent shall withdraw amounts in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of Reserve Account and shall pay the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” Certificateholders on such Distribution Date such amounts in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class of Certificates designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the REMIC III Component reduction of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Aggregate Certificate Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of Certificates to zero, to pay any amounts remaining on deposit in such account to the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneSpecial Servicer as additional

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount and Excess Liquidation Proceeds in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for federal income tax purposessuch Distribution Date, and pro rata in proportion to the Distributable Certificate Interest payable to each such segregated pool Class; (ii) to the Holders of assets will be designated as “REMIC III”. The the Class A-1, Class A-2, Class A-3A-3 and Class A-4 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero; second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; third, upon payment in full of the aggregate Certificate Balance of the Class A-2 Certificates, to the holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero and fourth, upon payment in full of the aggregate Certificate Balance of the Class A-3 Certificates, to the holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-4 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class X-0X-1 Certificates and Class X-2 Certificates, Xxxxx X-0pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (iv) to the Holders of the Class AB Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-4 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SBThrough Rate on such Realized Losses; (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class AB Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SThrough Rate on such Realized Losses; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class BC Certificates, to the Holders of the Class CD Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class DD Certificates has been reduced to zero; (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xiii) to the Holders of the Class EE Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates will evidence ownership has been reduced to zero; (xxi) to the Holders of a class of “regular interests” in REMIC III and the Class XG Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-AThrough Rate on such Realized Losses; (xxii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the Certificate Balance of the Class X-BG Certificates, to the Holders of the Class X-CH Certificates, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven the Principal Distribution Amount for such Distribution Date (7reduced by any prior distributions thereof hereunder), three until the Certificate Balance of the Class H Certificates has been reduced to zero; (3xxiv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxv) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero; (xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxviii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxiv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxvii) classes to the Holders of “regular interests” the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xxxix) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xl) to the Holders of the Class O Certificates, Distributable Certificate Interest for such Distribution Date; (xli) upon payment in full of the Certificate Balance of the Class N Certificates, to the Holders of the Class O Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class O Certificates has been reduced to zero; (xlii) to the Holders of the Class O Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; and (xliii) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC IIIRegular Certificates have been reduced to zero, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) and Realized Losses previously allocated to each Holder have been reimbursed to the sole class of “residual interests” in REMIC III for purposes Holders of the REMIC ProvisionsRegular Certificates, any amounts remaining on deposit in the Distribution Account. The Latest Possible Maturity Notwithstanding the foregoing, on each Distribution Date for each Class occurring on or after the earliest date, if any, upon which the Certificate Balances of Regular all the Classes of Subordinate Certificates (other have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to the Interest Only Certificate Balances of all the Classes of Subordinate Certificates) and , the REMIC III Components is Principal Distribution Amount will be distributed, first, to the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class X-A Certificates are hereby irrevocably assigned A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the alphanumeric designation under Certificate Balance of each such Class is reduced to zero; and, second, to the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class XA-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on the respective amounts of unreimbursed Realized Losses previously allocated to each such Class, plus one month's interest on such Realized Losses at the applicable Pass-B Certificates are hereby irrevocably assigned Through Rate. A similar rule shall apply to the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component distribution of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect Principal Distribution Amount to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, A-3C, A-4A and A-4B, in lieu of the distributions described in Section 6.3(a)(ii). (ivb) On each Distribution Date, the initial aggregate Paying Agent shall withdraw amounts in the Reserve Account and shall pay the Certificateholders on such Distribution Date such amounts in the following priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class Principal designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the reduction of the Aggregate Certificate Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneCertificates to zero, to pay any amounts remaining on deposit in such account to the Special Servicer as additional

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Interest, which shall be distributed in accordance with Section 6.5(c)) and Excess Liquidation Proceeds in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for federal income tax purposessuch Distribution Date, and pro rata in proportion to the Distributable Certificate Interest payable to each such segregated pool Class; (ii) to the Holders of assets will be designated as “REMIC III”. The the Class A-1, Class A-2, Class A-3A-3 and Class A-4 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero; second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; third, upon payment in full of the aggregate Certificate Balance of the Class A-2 Certificates, to the holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero and fourth, upon payment in full of the aggregate Certificate Balance of the Class A-3 Certificates, to the holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-4 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class X-0X-1 Certificates and Class X-2 Certificates, Xxxxx X-0pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (iv) to the Holders of the Class AB Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-4 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SBThrough Rate on such Realized Losses; (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class AB Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SThrough Rate on such Realized Losses; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class BC Certificates, to the Holders of the Class CD Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class DD Certificates has been reduced to zero; (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xiii) to the Holders of the Class EE Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; -148- (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates will evidence ownership has been reduced to zero; (xxi) to the Holders of a class of “regular interests” in REMIC III and the Class XG Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-AThrough Rate on such Realized Losses; (xxii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the Certificate Balance of the Class X-BG Certificates, to the Holders of the Class X-CH Certificates, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven the Principal Distribution Amount for such Distribution Date (7reduced by any prior distributions thereof hereunder), three until the Certificate Balance of the Class H Certificates has been reduced to zero; (3xxiv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxv) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero; (xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxviii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxiv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxvii) classes to the Holders of “regular interests” the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xxxix) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xl) to the Holders of the Class O Certificates, Distributable Certificate Interest for such Distribution Date; (xli) upon payment in full of the Certificate Balance of the Class N Certificates, to the Holders of the Class O Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class O Certificates has been reduced to zero; (xlii) to the Holders of the Class O Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xliii) to the Holders of the Class P Certificates, Distributable Certificate Interest for such Distribution Date; (xliv) upon payment in full of the Certificate Balance of the Class O Certificates, to the Holders of the Class P Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class P Certificates has been reduced to zero; (xlv) to the Holders of the Class P Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; and (xlvi) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC IIIRegular Certificates have been reduced to zero, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) and Realized Losses previously allocated to each Holder have been reimbursed to the sole class of “residual interests” in REMIC III for purposes Holders of the REMIC ProvisionsRegular Certificates, any amounts remaining on deposit in the Distribution Account. The Latest Possible Maturity Notwithstanding the foregoing, on each Distribution Date for each Class occurring on or after the earliest date, if any, upon which the Certificate Balances of Regular all the Classes of Subordinate Certificates (other have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to the Interest Only Certificate Balances of all the Classes of Subordinate Certificates) and , the REMIC III Components is Principal Distribution Amount will be distributed, first, to the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class X-A Certificates are hereby irrevocably assigned A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the alphanumeric designation under Certificate Balance of each such Class is reduced to zero; and, second, to the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class XA-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on the respective amounts of unreimbursed Realized Losses previously allocated to each such Class, plus one month's interest on such Realized Losses at the applicable Pass-B Certificates are hereby irrevocably assigned Through Rate. A similar rule shall apply to the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component distribution of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect Principal Distribution Amount to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X and A-4C, in lieu of the distributions described in Section 6.3(a)(ii). (ivb) On each Distribution Date, the initial aggregate Paying Agent shall withdraw amounts in the Reserve Account and shall pay the Certificateholders on such Distribution Date such amounts in the following priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class Principal designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the reduction of the Aggregate Certificate Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneCertificates to zero, to pay any amounts remaining on deposit in such account to the Special Servicer as additional

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Trustee shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1A-1 Certificates, Class A-2A-2 Certificates and Class X Certificates, Distributable Certificate Interest for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest payable to each such Class; (ii) to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class A-1 Certificates has been reduced to zero; (iii) upon payment in full of the Certificate Balance of the Class A-1 Certificates, to the Holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A-1 Certificates), until the Certificate Balance of the Class A-2 Certificates has been reduced to zero; (iv) to the Holders of the Class A Certificates and Class X Certificates , pro rata, to reimburse any Realized Losses previously allocated thereto plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (v) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date; (vi) upon payment in full of the Certificate Balance of the Class A-2 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A Certificates), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vii) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate); (viii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (ix) upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A and Class B Certificates), until the Certificate Balance of the Class C Certificates has been reduced to zero; (x) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xi) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xii) upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class A-3B and Class C Certificates), until the Certificate Balance of the Class D Certificates has been reduced to zero; (xiii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xiv) to the Holders of the Class E Certificates, Distributable Certificate Interest for such Distribution Date; (xv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class X-0, Xxxxx X-0B, Class C and Class D Certificates), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xvi) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xvii) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xviii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A-SB, Class B, Class C, Class D and Class E Certificates), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xix) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xx) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xxi) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E and Class F Certificates), until the Certificate Balance of the Class G Certificates has been reduced to zero; (xxii) to the Holders of the Class G Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-Stwelfth the Pass-Through Rate; (xxiii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiv) upon payment in full of the Certificate Balance of the Class G Certificates, to the Holders of the Class H Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership Certificates), until the Certificate Balance of a class of “regular interests” in REMIC III and the Class XH Certificates has been reduced to zero; (xxv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the Pass-Through Rate; (xxvi) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution date; (xxvii) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by a any portion thereof distributed to the Holders of the Class A, Class X-B, Class X-C, Class X-D, Class X-E E, Class F, Class G and Class X-Y Certificates will evidence ownership of seven (7H Certificates), three until the Certificate Balance of the Class J Certificates has been reduced to zero; (3xxviii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the Pass-Through Rate; (xxix) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distributable Date; (xxx) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates), one until the Certificate Balance of the Class K Certificates has been reduced to zero; (1xxxi) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the Pass-Through Rate; (xxxii) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distributable Date; (xxxiii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates), one until the Certificate Balance of the Class L Certificates has been reduced to zero; (1xxxiv) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the Pass-Through Rate; (xxxv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distributable Date; (xxxvi) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class L Certificates), one until the Certificate Balance of the Class M Certificates has been reduced to zero; (1xxxvii) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the Pass-Through Rate; (xxxviii) to the Holders of the Class N Certificates, Distributable Certificate Interest for such Distributable Date; (xxxix) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, and one Class K, Class L, Class M Certificates), until the Certificate Balance of the Class N Certificates has been reduced to zero; (1xl) classes to the Holders of “regular interests” the Class N Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the Pass-Through Rate; (xli) to the Holders of the Class O Certificates, Distributable Certificate Interest for such Distributable Date; (xlii) upon payment in full of the Certificate Balance of the Class N Certificates, to the Holders of the Class O Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, 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), until the Certificate Balance of the Class O Certificates has been reduced to zero; (xliii) to the Holders of the Class O Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the Pass-Through Rate; (xliv) to the Holders of the Class P Certificates, Distributable Certificate Interest for such Distributable Date; (xlv) upon payment in full of the Certificate Balance of the Class O Certificates, to the Holders of the Class P Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the Holders of the Class A, 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), until the Certificate Balance of the Class O Certificates has been reduced to zero; (xlvi) to the Holders of the Class P Certificates, to reimburse any Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the Pass-Through Rate; and (xlvii) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC IIIRegular Certificates have been reduced to zero, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) and Realized Losses previously allocated to each Holder have been reimbursed to the sole class of “residual interests” in REMIC III for purposes Holders of the REMIC ProvisionsRegular Certificates, any amounts remaining on deposit in the Distribution Account. The Latest Possible Maturity Notwithstanding the foregoing, on each Distribution Date for each Class occurring on or after the earliest date, if any, upon which the Certificate Balances of Regular all Classes of Subordinate Certificates (other have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to Certificate Balances of all Classes of Subordinate Certificates, the Interest Only Certificates) and Principal Distribution Amount will be distributed, first, to the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class X-A Certificates are hereby irrevocably assigned A-1 and Class A-2 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the alphanumeric designation under Certificate Balance of each such Class is reduced to zero; and, second, to the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class X-B Certificates are hereby irrevocably assigned A-1 and Class A-2 Certificates, pro rata, based on their respective Certificate Balances, for the alphanumeric designations under unreimbursed amount of Realized Losses and Expense Losses previously allocated to such Classes. (b) On each Distribution Date, the column heading “REMIC III Component of Class X-B Certificates” Trustee shall withdraw amounts in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of Reserve Account and shall pay the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” Certificateholders on such Distribution Date such amounts in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class of Certificates designation) for any, and to the extent of, Realized Losses or Expense Losses previously allocated to them; and (ii) second, upon the REMIC III Component reduction of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Aggregate Certificate Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of Certificates to zero, to pay any amounts remaining on deposit in such account to the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneSpecial Servicer as additional Special Servicer compensation.

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E B and Class X-Y C Certificates will evidence ownership of seven six (7), three (3), one (1), one (16), one (1) and one three (13) classes of “regular interests” ”, respectively, in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Class X-A, Class X-B and Class X-C Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Components of the Class X-C Certificates is are hereby irrevocably assigned the alphanumeric designation designations under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E B or Class X-Y C Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None:

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Interest, which shall be distributed in accordance with Section 6.5(c)) and Excess Liquidation Proceeds in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for federal income tax purposessuch Distribution Date, and pro rata in proportion to the Distributable Certificate Interest payable to each such segregated pool Class; (ii) to the Holders of assets will be designated as “REMIC III”. The the Class A-1, Class A-2, Class A-3A-3 and Class A-4 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero; second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; third, upon payment in full of the aggregate Certificate Balance of the Class A-2 Certificates, to the holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero and fourth, upon payment in full of the aggregate Certificate Balance of the Class A-3 Certificates, to the holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-4 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class X-0X-1 Certificates and Class X-2 Certificates, Xxxxx X-0pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (iv) to the Holders of the Class AB Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-4 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SBThrough Rate on such Realized Losses; (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class AB Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SThrough Rate on such Realized Losses; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class BC Certificates, to the Holders of the Class CD Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class DD Certificates has been reduced to zero; (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xiii) to the Holders of the Class EE Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates will evidence ownership has been reduced to zero; (xxi) to the Holders of a class of “regular interests” in REMIC III and the Class XG Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-AThrough Rate on such Realized Losses; (xxii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the Certificate Balance of the Class X-BG Certificates, to the Holders of the Class X-CH Certificates, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven the Principal Distribution Amount for such Distribution Date (7reduced by any prior distributions thereof hereunder), three until the Certificate Balance of the Class H Certificates has been reduced to zero; (3xxiv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxv) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero; (xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxviii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxiv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxvii) classes to the Holders of “regular interests” the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xxxix) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xl) to the Holders of the Class O Certificates, Distributable Certificate Interest for such Distribution Date; (xli) upon payment in full of the Certificate Balance of the Class N Certificates, to the Holders of the Class O Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class O Certificates has been reduced to zero; (xlii) to the Holders of the Class O Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; and (xliii) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC IIIRegular Certificates have been reduced to zero, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) and Realized Losses previously allocated to each Holder have been reimbursed to the sole class of “residual interests” in REMIC III for purposes Holders of the REMIC ProvisionsRegular Certificates, any amounts remaining on deposit in the Distribution Account. The Latest Possible Maturity Notwithstanding the foregoing, on each Distribution Date for each Class occurring on or after the earliest date, if any, upon which the Certificate Balances of Regular all the Classes of Subordinate Certificates (other have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to the Interest Only Certificate Balances of all the Classes of Subordinate Certificates) and , the REMIC III Components is Principal Distribution Amount will be distributed, first, to the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class XA-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Class is reduced to zero; and, second, to the Holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on the respective amounts of unreimbursed Realized Losses previously allocated to each such Class, plus one month's interest on such Realized Losses at the applicable Pass-Through Rate. A Certificates are hereby irrevocably assigned similar rule shall apply to the alphanumeric designation under distribution of the column heading “Principal Distribution Amount to REMIC III Component II Regular Interests X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, A-3C, A-4A, A-4B and A-4C, in lieu of Class X-A Certificates” the distributions described in Section 6.3(a)(ii). (b) On each Distribution Date, the Paying Agent shall withdraw amounts in the table that appears under “Corresponding Reserve Account and shall pay the Certificateholders on such Distribution Date such amounts in the following priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the reduction of the Aggregate Certificate Balance of the Principal Balance Certificates to zero, to pay any amounts remaining on deposit in such account to the Special Servicer as additional Special Servicer Compensation. This Section 6.5(b) shall apply mutatis mutandis to reimbursement of Realized Losses previously allocated to the REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None.

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Interest, which shall be distributed in accordance with Section 6.5(c)) and Excess Liquidation Proceeds) in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class A-4 Certificates, Class X-1 Certificates, Class X-2 Certificates, Distributable Certificate Interest for federal income tax purposessuch Distribution Date, and pro rata in proportion to the Distributable Certificate Interest payable to each such segregated pool Class; (ii) to the Holders of assets will be designated as “REMIC III”. The the Class A-AB Certificates, in reduction of the Certificate Balance thereof, the Principal Distribution Amount for such Distribution Date until the Certificate Balance of the Class A-AB Certificates has been reduced to the Planned Principal Balance for such Distribution Date; (iii) to the Holders of the Class A-1, Class A-2, Class A-3, Class X-0A-AB Certificates and Class A-4 Certificates, Xxxxx X-0in reduction of the Certificate Balances thereof, in an amount up to the remaining Principal Distribution Amount for such Distribution Date (after the distributions described in clause (ii) above): first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Certificate Balance thereof is reduced to zero, second, upon payment in full of the Aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero, third, upon payment in full of the Aggregate Certificate Balance of the Class A-2 Certificates, to the holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero, fourth, upon payment in full of the Aggregate Certificate Balance of the Class A-3 Certificates, to the holders of the Class A-SBAB Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-SAB Certificates has been reduced to zero, fifth, upon payment in full of the Aggregate Certificate Balance of the Class B, Class C, Class D, Class E, Class F A-3 and Class G A-AB Certificates, to the holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-4 Certificates will evidence ownership has been reduced to zero; (iv) to the Holders of a class of “regular interests” in REMIC III the Class A Senior Certificates, the Class X-1 Certificates and the Class X-AX-2 Certificates, Class X-B, Class X-C, Class X-D, Class X-E pro rata in proportion to their respective entitlements to reimbursement described in this clause (treating principal and Class X-Y Certificates will evidence ownership of seven (7interest losses separately), three to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components case of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A X Certificates” , insofar as Realized Losses have resulted in shortfalls in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components amount of interest distributed other than by reason of a reduction of the Class X-B Certificates are hereby irrevocably assigned Notional Amount), plus interest at the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, applicable Pass-Through Rate and initial Class Principal Balance for each Class on such Realized Losses; (v) to the Holders of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 the Class A-SB 3.4640% per annum $ 102,144,000 M Certificates, the Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (vi) upon payment in full of the Certificate Balance of the Class A-4 Certificates, to the Holders of the Class A-S Variable(1M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class A-M Certificates has been reduced to zero; (vii) $ 104,132,000 to the Holders of the Class A-M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (viii) to the Holders of the Class A-J Certificates, Distributable Certificate Interest for such Distribution Date; (ix) upon payment in full of the Certificate Balance of the Class A-M Certificates, to the Holders of the Class A-J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion of the Principal Distribution Amount distributed to the Holders of the Class A Senior and Class A-M Certificates), until the Certificate Balance of the Class A-J Certificates has been reduced to zero; (x) to the Holders of the Class A-J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xi) to the Holders of the Class B Variable(1Certificates, Distributable Certificate Interest for such Distribution Date; (xii) $ 68,802,000 upon payment in full of the Certificate Balance of the Class A-J Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (xiii) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xiv) to the Holders of the Class C Variable(1Certificates, Distributable Certificate Interest for such Distribution Date; (xv) $ 52,066,000 upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (xvi) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xvii) to the Holders of the Class D Variable(1Certificates, Distributable Certificate Interest for such Distribution Date; (xviii) $ 111,570,000 upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class D Certificates has been reduced to zero; (xix) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xx) to the Holders of the Class E 3.4550% per annum $ 31,611,000 Certificates, Distributable Certificate Interest for such Distribution Date; (xxi) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xxii) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxiii) to the Holders of the Class F 3.4550% per annum $ 14,876,000 Certificates, Distributable Certificate Interest for such Distribution Date; (xxiv) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xxv) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxvi) to the Holders of the Class G 3.4550% per annum $ 63,223,793 Certificates, Distributable Certificate Interest for such Distribution Date; (xxvii) upon payment in full of the Certificate Balance of the Class R None NoneF Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates has been reduced to zero; (xxviii) to the Holders of the Class G Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxix) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxx) upon payment in full of the Certificate Balance of the Class G Certificates, to the Holders of the Class H Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class H Certificates has been reduced to zero; (xxxi) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxii) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxxiii) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero; (xxxiv) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxv) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxxvi) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxxvii) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxviii) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxix) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xl) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xli) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xlii) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xliii) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xliv) to the Holders of the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xlv) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xlvi) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses;

REMIC III. As provided herein(a) On each Distribution Date, following the Tax Administrator will elect deemed payments to treat the segregated pool of assets consisting REMIC III in respect of the REMIC II Regular Interests as a on such date pursuant to Section 6.3, the Trustee shall withdraw from the Distribution Account the REMIC III Distribution Amount for federal income tax purposessuch Distribution Date and shall apply such amount for the following purposes and in the following order of priority: (i) to pay interest to the Holders of the respective Classes of Senior Certificates, in an amount equal to, and pro rata in accordance with, all Distributable Certificate Interest in respect of each such segregated pool Class of assets Certificates for such Distribution Date; (ii) to pay principal from the Principal Distribution Amount for such Distribution Date, first to the Holders of the Class A-1 Certificates and, second to the Holders of the Class A-2 Certificates in each case, up to an amount equal to the lesser of (1) the then-outstanding Class Principal Balance of such Class and (2) the remaining portion, if any, of such Principal Distribution Amount; (iii) to reimburse the Holders of the respective Classes of Class A Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Classes of Certificates (with interest), up to an amount equal to, and pro rata as among such Classes in accordance with, the respective Loss Reimbursement Amounts in respect of such Classes of Certificates for such Distribution Date; and (iv) to make payments on the Subordinate and Residual Certificates as provided below; provided that, on each Distribution Date after the aggregate of the Class Principal Balances of the Subordinate Certificates has been reduced to zero, and in any event on the final Distribution Date in connection with a termination of the Trust described in Article X hereof, the payments of principal to be made pursuant to clause (ii) above, will be designated so made to the Holders of the respective Classes of Class A Certificates, up to an amount equal to, and pro rata as “among such Classes in accordance with, the respective then outstanding Class Principal Balance of such Certificates for such Distribution Date and without regard to the Principal Distribution Amounts for such date; (b) On each Distribution Date, following the foregoing series of payments on the Senior Certificates, the Trustee shall apply the remaining portion, if any, of the REMIC III”. The III Distribution Amount for such date for the following purposes and in the following order of priority: (i) to pay interest to the Holders of the Class A-1B Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (ii) if the Class Principal Balances of the Class A Certificates have been reduced to zero, to pay principal to the Holders of the Class B Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (iii) to reimburse the Holders of the Class B Certificates for Realized Losses and Expense Losses, if any, previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (iv) to pay interest to the Holders of the Class C Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (v) if the Class Principal Balances of the Class A and Class B Certificates have been reduced to zero, to pay principal to the Holders of the Class C Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (vi) to reimburse the Holders of the Class C Certificates for any Realized Losses and Expenses Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (vii) to pay interest to the Holders of the Class D Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (viii) if the Class Principal Balances of the Class A, Class A-2B and Class C Certificates have been reduced to zero, to pay principal to the Holders of the Class D Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (ix) to reimburse the Holders of the Class D Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (x) to pay interest to the Holders of the Class E Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xi) if the Class Principal Balances of the Class A, Class A-3B, Class X-0C and Class D Certificates have been reduced to zero, Xxxxx X-0to pay principal to the Holders of the Class E Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xii) to reimburse the Holders of the Class E Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xiii) to pay interest to the Holders of the Class F Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xiv) if the Class Principal Balances of the Class A, Class A-SBB, Class C, Class D and Class E Certificates have been reduced to zero, to pay principal to the Holders of the Class F Certificates, up to an amount equal to the lesser of (A) the then-Soutstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xv) to reimburse the Holders of the Class F Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xvi) to pay interest to the Holders of the Class G Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xvii) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to zero, to pay principal to the Holders of the Class G Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xviii) to reimburse the Holders of the Class G Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xix) to pay interest to the Holders of the Class H Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xx) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and have been reduced to zero, to pay principal to the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class X-A Certificates are hereby irrevocably assigned H Certificates, up to an amount equal to the alphanumeric designation under the column heading “REMIC III Component lesser of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (iA) the then-outstanding Class Principal Balance of such Class of Certificates and (iiB) the REMIC III Component remaining Principal Distribution Amount for such Distribution Date; (xxi) to reimburse the Holders of the Class X-H Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xxii) to pay interest to the Holders of the Class J Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxiii) if the Class Principal Balances of the Class A, Class X-B, Class X-C, Class X-D, Class X-E or E, Class X-Y F, Class G and Class H Certificates have been reduced to zero, to pay principal to the Holders of the Class J Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each up to an amount equal to the lesser of (iA) the Cutthen-off Date Pool Balance, outstanding Class Principal Balance of such Class of Certificates and (iiB) the initial aggregate Uncertificated remaining Principal Distribution Amount for such Distribution Date; (xxiv) to reimburse the Holders of the Class J Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xxv) to pay interest to the Holders of the Class K Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxvi) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates have been reduced to zero, to pay principal to the Holders of the Class K Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxvii) to reimburse the Holders of the Class K Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xxviii) to pay interest to the Holders of the Class L Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxix) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates have been reduced to zero, to pay principal to the Holders of the Class L Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxx) to reimburse the Holders of the Class L Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; and (xxxi) to pay interest to the Holders of the Class M Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxxii) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class L Certificates have been reduced to zero, to pay principal to the Holders of the Class M Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxxiii) to reimburse the Holders of the Class M Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xxxiv) to pay interest to the Holders of the Class N Certificates, up to an amount equal to all Distributable Certificate Interest in respect of the interest in the REMIC regular interest evidenced by such Class N Certificates for such Distribution Date; (xxxv) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L and Class M Certificates have been reduced to zero, to pay principal to the Holders of the Class N Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class 96 Principal Balance of the interest in the REMIC I Regular Interests, regular interest evidenced by such Class N Certificates and (iiiB) the initial remaining Principal Distribution Amount for such Distribution Date; (i) to reimburse the Holders of the Class N Certificates for any Realized Losses and Expense Losses previously deemed allocated to the interest in the REMIC regular interest evidenced by such Class N Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; and (xxxvi) to pay to the Holders of the Class R-III Certificates the balance, if any, of the REMIC III Distribution Amount for such Distribution Date. (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Yield Maintenance Charges collected in respect of Mortgage Loans during or prior to the related Collection Period and shall distribute such amounts, in each case, subject to available funds, as additional interest, to the Holders of the following Classes of Certificates. The product of the Base Interest Fraction and the aggregate Uncertificated Principal Balance amount of such Yield Maintenance Charges will be allocated for distribution to Classes then entitled to receive principal distributions on the related Distribution Date (other than the Class H, J, K, L, M and N Certificates). The product of (a) the amount of principal distributed to each Class as a percentage of the principal distributed to all Classes multiplied by (b) the Base Interest Fraction and multiplied by (c) the amount of Yield Maintenance Charges collected, will be distributed to each such Class. The remainder of such Yield Maintenance Charges will be distributed to the Class X Certificates. On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Premiums collected in respect of Mortgage Loans during or prior to the related Collection Period and shall distribute such amounts, in each case, subject to available funds, as additional interest, to the Holders of the following Classes of Certificates. Twenty-five percent (25%) of the Prepayment Premiums collected during any Collection Period will be allocated for distribution to Classes entitled to receive principal distributions on the related Distribution Date on a pro rata basis, based on the amount of principal distributed to each such Class as a percentage of the amount of principal distributed to all classes. The remainder of such Prepayment Premiums will be allocated to the Class X Certificates. (d) All of the foregoing distributions to be made from the Distribution Account on any Distribution Date with respect to the REMIC III Certificates shall be deemed made from the payments deemed made to REMIC III in respect of the REMIC II Regular Interests and on such Distribution Date pursuant to Section 6.3. (ivi) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneSECTION 6.

REMIC III. As provided hereinFor each Distribution Date, the Tax Administrator will elect principal amounts, rates of interest and timing of distributions on each REMIC III Regular Interest to treat REMIC IV shall be as follows: (A) such items with respect to the segregated pool Class PA-1, Class PA-2, Class PA-3, Class PA-4 Class PA-5 and Class PA-6 Interests shall be identical to the principal amounts, interest distributions and timing of assets consisting distributions on the Class QA-1, Class QA-2, Class QA-3, Class QA-4, Class QA-5 and Class QA-6 Interests, except that all calculations of interest on such Classes of REMIC III Regular Interests shall be made at the Reduced Weighted Average Net Loan Rate, reduced (I) pro rata, based on interest accrued on the Class QA-1N, Class QA-2N, Class QA-3N, Class QA-4N, Class QA-5N, Class QA-6N and Class Q3N Interests pursuant to clause (i)(B) above by the amount of the REMIC II Regular Interests as a REMIC for federal income tax purposesreduction in (I) of such clause (i)(B), and such segregated pool (II) pro rata, based on the amount of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class interest accrued pursuant to this clause (A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III ) and the following clauses (B) and (C), by Net Prepayment Interest Shortfalls for such Distribution Date, and increased by any class X-IO Carryover Amounts, pro rata based on reductions previously allocated pursuant subclause (I) of this clause (A), (B) the Class P3N Interest shall receive distributions of interest equal to the amount distributable on the Class Q3N Interest (including Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7IO Carryover Amounts allocable thereto), three reduced pro rata, based on the amount of interest accrued pursuant to this clause (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only CertificatesB) and the REMIC III Components is the date that is the Rated Final preceding clause (A) and following clause (C), by Net Prepayment Interest Shortfalls for such Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest ; and (iC) the Class of Certificates and (ii) the REMIC III Component of Q4N Interest shall receive the Class XZ-A, IO REMIC Amount (as reduced by Net Prepayment Interest Shortfalls) and any Class XZ-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneIO

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to Excess Interest which shall be distributed in accordance with Section 6.5(c)) and Excess Liquidation Proceeds in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for federal income tax purposessuch Distribution Date, and pro rata in proportion to the Distributable Certificate Interest payable to each such segregated pool Class; (ii) to the Holders of assets will be designated as “REMIC III”. The the Class A-1, Class A-2, Class A-3A-3 and Class A-4 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero; second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; third, upon payment in full of the aggregate Certificate Balance of the ClassA-2 Certificates, to the Holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero; and fourth, upon payment in full of the aggregate Certificate Balance of the Class A-3 Certificates, to the Holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-4 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class X-0X-1 Certificates and Class X-2 Certificates, Xxxxx X-0pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (iv) to the Holders of the Class AB Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-4 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-SBtwelfth the applicable Pass-Through Rate); (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class AB Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-Stwelfth the applicable Pass-Through Rate; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class BC Certificates, to the Holders of the Class CD Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class DD Certificates has been reduced to zero; (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xiii) to the Holders of the Class EE Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates will evidence ownership has been reduced to zero; (xxi) to the Holders of a class of “regular interests” in REMIC III and the Class XG Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-Atwelfth the Pass-Through Rate; (xxii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the Certificate Balance of the Class X-BG Certificates, to the Holders of the Class X-CH Certificates, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven the Principal Distribution Amount for such Distribution Date (7reduced by any prior distributions thereof hereunder), three until the Certificate Balance of the Class H Certificates has been reduced to zero; (3xxiv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxv) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), one until the Certificate Balance of the Class J Certificates has been reduced to zero; (1xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (xxviii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), one until the Certificate Balance of the Class K Certificates has been reduced to zero; (1xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), one until the Certificate Balance of the Class L Certificates has been reduced to zero; (1xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and one not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (1xxxiv) classes to the Holders of “regular interests” the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xxxvii) to the Holders of the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xxxix) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; and (xl) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC IIIRegular Certificates have been reduced to zero, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) and Realized Losses previously allocated to each Holder have been reimbursed to the sole class of “residual interests” in REMIC III for purposes Holders of the REMIC ProvisionsRegular Certificates, any amounts remaining on deposit in the Distribution Account. The Latest Possible Maturity Notwithstanding the foregoing, on each Distribution Date for each Class occurring on or after the earliest date, if any, upon which the Certificate Balances of Regular all the Classes of Subordinate Certificates (other have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to Certificate Balances of all the Interest Only Classes of Subordinate Certificates) and , the REMIC III Components is Principal Distribution Amount will be distributed, first, to the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class X-A Certificates are hereby irrevocably assigned A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the alphanumeric designation under Certificate Balance of each such Class is reduced to zero; and, second, to the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class XA-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on the respective amounts of unreimbursed Realized Losses previously allocated to each such Class, plus interest on such Realized Losses at one-B Certificates are hereby irrevocably assigned twelfth the alphanumeric designations under applicable Pass-Through Rate. A similar rule shall apply to the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component distribution of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect Principal Distribution Amount to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests X-0, X-0X, X-0X, X-0, A-4A and A-4B in lieu of the distributions described in Section 6.3(a)(ii). (ivb) On each Distribution Date, the initial aggregate Paying Agent shall withdraw amounts in the Reserve Account and shall pay the Certificateholders on such Distribution Date such amounts in the following priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class Principal designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the reduction of the Aggregate Certificate Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneCertificates to zero, to pay any amounts remaining on deposit in such account to the Special Servicer as additional

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool of assets consisting Available Distribution Amount and shall distribute such amount (other than the amount attributable to Excess Liquidation Proceeds which shall be distributed in accordance with Section 6.5(b), the amount attributable to Excess Interest which shall be distributed in accordance with Section 6.5(c), the amount attributable to Additional L-3 Interest which shall be distributed in accordance with Section 6.5(d) and the amount equal to any Net Swap Payment that was deemed distributed in respect of the REMIC II Class A-3-1FL Regular Interests as a REMIC Interest on the immediately preceding Master Servicer Remittance Date pursuant to Section 8.30(b)) in the following amounts and order of priority: (i) to the Holders of the Class A-1 Certificates, Class A-1A Certificates, Class A-2 Certificates, Class A-3-1FL Regular Interest, Class A-3-1 Certificates, Class A-3-2 Certificates, Class A-AB Certificates, Class A-4 Certificates, Class X-1 Certificates, Class X-2 Certificates and Class X-Y Certificates, concurrently, (A) to the Holders of the Class A-1 Certificates, Class A-2 Certificates, Class A-3-1FL Regular Interest, Class A-3-1 Certificates, Class A-3-2 Certificates, Class A-AB Certificates and Class A-4 Certificates, the Distributable Certificate Interest Amount in respect of such Class for federal income tax purposessuch Distribution Date (which shall be payable from amounts in the Available Distribution Amount attributable to Loan Group 1), and pro rata in proportion to the Distributable Certificate Interest Amount payable in respect of each such segregated pool Class; provided, that the interest distributed to the Holders of assets the Class A-4 Certificates will be designated applied first to the Class A-4A Certificates up to their Distributable Certificate Interest Amount and then to the Class A-4B Certificates up to their Distributable Certificate Interest Amount; (B) to the Holders of the Class A-1A Certificates, the Distributable Certificate Interest Amount in respect of such Class for such Distribution Date (which shall be payable from amounts in the Available Distribution Amount attributable to Loan Group 2); (C) to the Holders of the Class X-1 Certificates, Class X-2 Certificates and Class X-Y Certificates, the Distributable Certificate Interest Amount in respect of each such Class for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest Amount payable in respect of each such Class; provided, however, that if the portion of Available Distribution Amount attributable to either Loan Group is insufficient to pay in full the total amount of interest to be distributed with respect to any of the Class A or Class X Certificates on such Distribution Date as “REMIC III”. The described above, the Available Distribution Amount will be allocated among the Class A Certificates and the Class X Certificates, pro rata in proportion to the respective amounts of interest payable thereon for such Distribution Date, without regard to Loan Group, provided that interest distributed to the Holders of the Class A-4 Certificates will be applied first to the Class A 4A Certificates up to their interest entitlement and then to the Class A-4B Certificates up to their interest entitlement; (ii) (A) to the holders of the Class A-1, Class A-1A, Class A-2, Class A-3-1, Class X-0, Xxxxx X-0A-3-2, Class A-SBAB and Class A-4 Certificates and the Class A-3-1FL Regular Interest, (1) first, to the Holders of the Class A-SAB Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount for such Distribution Date, until the aggregate Certificate Balance of the Class A-AB Certificates has been reduced to the Planned Principal Balance for such Distribution Date; the portion of the Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class A-1A Certificates; (2) second, upon payment to the Class A-AB Certificates of the above distribution, to the Holders of the Class A-1 Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount for such Distribution Date, until the aggregate Certificate Balance of the Class A-1 Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class A-AB Certificates (in respect of the Planned Principal Balance) and (solely with respect to the Loan Group 2 Principal Distribution Amount) Class A-1A Certificates; (3) third, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the Holders of the Class A-2 Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class A-AB Certificates (in respect of the Planned Principal Balance), Class BA-1 Certificates and (solely with respect to the Loan Group 2 Principal Distribution Amount) Class A-1A Certificates; (4) fourth, upon payment in full of the aggregate Certificate Balance of the Class CA-2 Certificates, to the Holders of the Class D, Class E, Class F and Class G A-3-1 Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class XA-3-A1FL Regular Interest, Class X-Bpro rata, Class X-Cthe Loan Group 1 Principal Distribution Amount for such Distribution Date and, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) after the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components Certificate Balance of the Class X-A A-1A Certificates are hereby irrevocably assigned has been reduced to zero, the alphanumeric designation under Loan Group 2 Principal Distribution Amount, until the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components aggregate Certificate Balances of the Class XA-3-B 1 Certificates are hereby irrevocably assigned and the alphanumeric designations under Class A-3-1FL Regular Interest have been reduced to zero; the column heading “REMIC III Component portion of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class XA-C AB Certificates is hereby irrevocably assigned (in respect of the alphanumeric designation under Planned Principal Balance), Class A-1 Certificates, Class A-2 Certificates and (solely with respect to the column heading “REMIC III Component Loan Group 2 Principal Distribution Amount) Class A-1A Certificates; (5) fifth, upon payment in full of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component aggregate Certificate Balances of the Class XA-3-D 1 Certificates is hereby irrevocably assigned and the alphanumeric designation under Class A-3-1FL Regular Interest, to the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Holders of the Class XA-3-E Certificates is hereby irrevocably assigned 2 Certificates, the alphanumeric designation under Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Certificate Balance of the Class XA-1A Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class A-3-Y 2 Certificates is hereby irrevocably assigned has been reduced to zero; the alphanumeric designation under portion of the column heading “REMIC III Component Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class XA-Y AB Certificates (in respect of the Planned Principal Balance), Class A-1 Certificates” in , Class A-2 Certificates, Class A-3-1 Certificates and the table that appears under “Corresponding REMIC II Class A-3-1FL Regular Interests”. The following table irrevocably sets forth, Interest and (solely with respect to each REMIC II the Loan Group 2 Principal Distribution Amount) Class A-1A Certificates; (6) sixth, upon payment in full of the aggregate Certificate Balance of the Class A-3-2 Certificates, to the Holders of the Class A-AB Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class A-AB Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class A-AB Certificates (in respect of the Planned Principal Balance), Class A-1 Certificates, Class A-2 Certificates, Class A-3-1 Certificates, Class A-3-1FL Regular Interest (i) the and Class of A-3-2 Certificates and (iisolely with respect to the Loan Group 2 Principal Distribution Amount) Class A-1A Certificates; (7) seventh, upon payment in full of the REMIC III Component aggregate Certificate Balance of the Class XA-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y AB Certificates, in each case to the Holders of the Class A-4A Certificates, the Loan Group 1 Principal Distribution Amount for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) Distribution Date and, after the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Certificate Balance of the REMIC I Regular InterestsClass A-1A Certificates has been reduced to zero, (iii) the initial Loan Group 2 Principal Distribution Amount, until the aggregate Uncertificated Principal Certificate Balance of the REMIC II Class A-4A Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be reduced by any portion thereof distributed to the Holders of the Class A-AB Certificates, Class A-1 Certificates, Class A-2 Certificates, Class A-3-1 Certificates, Class A-3-1FL Regular Interests Interest and Class A-3-2 Certificates and (ivsolely with respect to the Loan Group 2 Principal Distribution Amount) Class A-1A Certificates; (8) eighth, upon payment in full of the initial aggregate Class Principal Certificate Balance of the respective Classes Class A-4A Certificates, to the Holders of Regular the Class A-4B Certificates, the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates (other than has been reduced to zero, the Interest Only Certificates) Loan Group 2 Principal Distribution Amount, until the aggregate Certificate Balance of the Class A-4B Certificates has been reduced to zero; the portion of the Loan Group 1 Principal Distribution Amount and Loan Group 2 Principal Distribution Amount distributed hereunder will be $1,487,599,793. The following table irrevocably sets forth reduced by any portion thereof distributed to the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class Holders of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 the Class A-SB 3.4640% per annum $ 102,144,000 AB Certificates, Class AA-1 Certificates, Class A-2 Certificates, Class A-3-S Variable(11 Certificates, Class A-3-1FL Regular Interest, Class A-3-2 Certificates and Class A-4A Certificates and (solely with respect to the Loan Group 2 Principal Distribution Amount) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneA-1A Certificates; and

REMIC III. As provided herein(a) On each Distribution Date, following the Tax Administrator will elect deemed payments to treat the segregated pool of assets consisting REMIC III in respect of the REMIC II Regular Interests as a on such date pursuant to Section 6.3, the Trustee shall withdraw from the Distribution Account the REMIC III Distribution Amount for federal income tax purposessuch Distribution Date and shall apply such amount for the following purposes and in the following order of priority: (i) to pay interest to the Holders of the respective Classes of Senior Certificates, in an amount equal to, and pro rata in accordance with, all Distributable Certificate Interest in respect of each such segregated pool Class of assets Certificates for such Distribution Date; (ii) to pay principal from the Principal Distribution Amount for such Distribution Date, first to the Holders of the Class A-1 Certificates and, second to the Holders of the Class A-2 Certificates in each case, up to an amount equal to the lesser of (1) the then-outstanding Class Principal Balance of such Class and (2) the remaining portion, if any, of such Principal Distribution Amount; (iii) to reimburse the Holders of the respective Classes of Class A Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Classes of Certificates (with interest), up to an amount equal to, and pro rata as among such Classes in accordance with, the respective Loss Reimbursement Amounts in respect of such Classes of Certificates for such Distribution Date; and (iv) to make payments on the Subordinate and Residual Certificates as provided below; provided that, on each Distribution Date after the aggregate of the Class Principal Balances of the Subordinate Certificates has been reduced to zero, and in any event on the final Distribution Date in connection with a termination of the Trust described in Article X hereof, the payments of principal to be made pursuant to clause (ii) above, will be designated so made to the Holders of the respective Classes of Class A Certificates, up to an amount equal to, and pro rata as “among such Classes in accordance with, the respective then outstanding Class Principal Balance of such Certificates for such Distribution Date and without regard to the Principal Distribution Amounts for such date; (b) On each Distribution Date, following the foregoing series of payments on the Senior Certificates, the Trustee shall apply the remaining portion, if any, of the REMIC III”. The III Distribution Amount for such date for the following purposes and in the following order of priority: (i) to pay interest to the Holders of the Class A-1B Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (ii) if the Class Principal Balances of the Class A Certificates have been reduced to zero, to pay principal to the Holders of the Class B Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (iii) to reimburse the Holders of the Class B Certificates for Realized Losses and Expense Losses, if any, previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (iv) to pay interest to the Holders of the Class C Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (v) if the Class Principal Balances of the Class A and Class B Certificates have been reduced to zero, to pay principal to the Holders of the Class C Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (vi) to reimburse the Holders of the Class C Certificates for any Realized Losses and Expenses Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (vii) to pay interest to the Holders of the Class D Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (viii) if the Class Principal Balances of the Class A, Class A-2B and Class C Certificates have been reduced to zero, to pay principal to the Holders of the Class D Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (ix) to reimburse the Holders of the Class D Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (x) to pay interest to the Holders of the Class E Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xi) if the Class Principal Balances of the Class A, Class A-3B, Class X-0C and Class D Certificates have been reduced to zero, Xxxxx X-0to pay principal to the Holders of the Class E Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xii) to reimburse the Holders of the Class E Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xiii) to pay interest to the Holders of the Class F Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xiv) if the Class Principal Balances of the Class A, Class A-SBB, Class C, Class D and Class E Certificates have been reduced to zero, to pay principal to the Holders of the Class F Certificates, up to an amount equal to the lesser of (A) the then-Soutstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xv) to reimburse the Holders of the Class F Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xvi) to pay interest to the Holders of the Class G Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xvii) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to zero, to pay principal to the Holders of the Class G Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xviii) to reimburse the Holders of the Class G Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xix) to pay interest to the Holders of the Class H Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xx) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership have been reduced to zero, to pay principal to the Holders of a class of “regular interests” in REMIC III and the Class XH Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxi) to reimburse the Holders of the Class H Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xxii) to pay interest to the Holders of the Class J Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxiii) if the Class Principal Balances of the Class A, Class X-B, Class X-C, Class X-D, Class X-E E, Class F, Class G and Class XH Certificates have been reduced to zero, to pay principal to the Holders of the Class J Certificates, up to an amount equal to the lesser of (A) the then-Y outstanding Class Principal Balance of such Class of Certificates will evidence ownership and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxiv) to reimburse the Holders of seven the Class J Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (7with interest), three up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (3xxv) to pay interest to the Holders of the Class K Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxvi) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates have been reduced to zero, to pay principal to the Holders of the Class K Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxvii) to reimburse the Holders of the Class K Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), one up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (1xxviii) to pay interest to the Holders of the Class L Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxix) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates have been reduced to zero, to pay principal to the Holders of the Class L Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxx) to reimburse the Holders of the Class L Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), one up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; and (1xxxi) to pay interest to the Holders of the Class M Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxxii) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class L Certificates have been reduced to zero, to pay principal to the Holders of the Class M Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxxiii) to reimburse the Holders of the Class M Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), one up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (1xxxiv) to pay interest to the Holders of the Class N Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxxv) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L and one (1) classes Class M Certificates have been reduced to zero, to pay principal to the Holders of “regular interests” in REMIC IIIthe Class N Certificates, respectively, all as described herein. The Class R Certificates will evidence ownership up to an amount equal to the lesser of (among other thingsA) the sole class then-outstanding Class Principal Balance of “residual interests” such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxxvi) to reimburse the Holders of the Class N Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in REMIC respect of such Class of Certificates for such Distribution Date; (xxxvii) to pay interest to the Holders of the Class O Regular Interests represented by the Class O Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class O Regular Interests represented by such Certificates for such Distribution Date; (xxxviii) if the Class Principal Balances of the Class A, 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 have been reduced to zero, to pay principal to the Holders of the Class O Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal 84 Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxxix) to reimburse the Holders of the Class O Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates in respect of the Class O Regular Interests (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xl) to pay to the Holders of the Class R-III for purposes Certificates the balance, if any, of the REMIC Provisions. The Latest Possible Maturity Date III Distribution Amount for such Distribution Date. (c) On each Class Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Premiums collected in respect of Regular Mortgage Loans during or prior to the related Collection Period and shall distribute such amounts, in each case, subject to available funds, as additional interest, to the Holders of the respective Classes of Principal Balance Certificates (other than the Interest Only Class G, H, J, K, L, M, N and O Certificates) and then entitled to distributions of principal from the REMIC III Components is Principal Distribution Amount for such Distribution Date an aggregate amount (allocable among such Classes, if more than one, as described below) equal to the date that is the Rated Final Distribution Date. The REMIC III Components lesser of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates such Prepayment Premium and (ii) such Prepayment Premium multiplied by a fraction, the REMIC III Component numerator of which is equal to the excess, if any, of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate applicable to the most senior of such Classes of Certificates then outstanding (or, in the case of the Class A Certificates, the one with the earlier payment priority), over the relevant Discount Rate (as defined below), and initial the denominator of which is equal to the excess, if any, of the Mortgage Rate for the prepaid Mortgage Loan, over the relevant Discount Rate. If there is more than one Class of Principal Balance Certificates entitled to distributions of principal from the Principal Distribution Amount for each such Distribution Date, the aggregate amount described in the preceding sentence shall be allocated among such Classes on a pro rata basis in accordance with the relative amounts of such distributions of principal. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class of X Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None.

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to Excess Interest which shall be distributed in accordance with Section 6.5(c)) and Excess Liquidation Proceeds in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for federal income tax purposessuch Distribution Date, and pro rata in proportion to the Distributable Certificate Interest payable to each such segregated pool Class; (ii) to the Holders of assets will be designated as “REMIC III”. The the Class A-1, Class A-2A-2 and Class A-3 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero; second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero and third, upon payment in full of the aggregate Certificate Balance of the Class A-2 Certificates, to the Holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class A-3X-1 Certificates and Class X-2 Certificates, pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (iv) to the Holders of the Class X-0B Certificates, Xxxxx X-0Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-3 Certificates, to the Holders of the Class AB Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-SBtwelfth the applicable Pass-Through Rate); (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class AB Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-Stwelfth the applicable Pass-Through Rate; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class BC Certificates, to the Holders of the Class CD Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class DD Certificates has been reduced to zero; (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xiii) to the Holders of the Class EE Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and has been reduced to zero; (xxi) to the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class XG Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-A Certificates are hereby irrevocably assigned twelfth the alphanumeric designation under Pass-Through Rate; (xxii) to the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class X-B Certificates are hereby irrevocably assigned H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Certificate Balance of the Class X-C Certificates is hereby irrevocably assigned G Certificates, to the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Holders of the Class X-D Certificates is hereby irrevocably assigned H Certificates, the alphanumeric designation under Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Certificate Balance of the Class X-E H Certificates is hereby irrevocably assigned has been reduced to zero; (xxiv) to the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Holders of the Class XH Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-Y Certificates is hereby irrevocably assigned twelfth the alphanumeric designation under Pass-Through Rate; (xxv) to the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component Holders of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each full of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Certificate Balance of the REMIC I Regular InterestsClass H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (iii) reduced by any prior distributions thereof hereunder), until the initial aggregate Uncertificated Principal Certificate Balance of the REMIC II Regular Interests Class J Certificates has been reduced to zero; (xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the Pass-Through Rate; (ivxxviii) to the initial aggregate Holders of the Class Principal K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the respective Classes Class J Certificates, to the Holders of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class DesignationK Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate Rate; (xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and initial not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xxxiv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xxxvii) to the Holders of the Class N Certificates, Distributable Certificate Interest for each such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates. , the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class A-1 1.4790% per annum $ 57,333,000 N Certificates has been reduced to zero; (xxxix) to the Holders of the Class A-2 2.9760% per annum $ 75,863,000 N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus interest on such Realized Losses at one-twelfth the applicable Pass-Through Rate; (xl) to the Holders of the Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneO Certificates, Distributable Certificate Interest for such Distribution Date;

REMIC III. As provided herein(a) On each Distribution Date, following the Tax Administrator will elect deemed payments to treat the segregated pool of assets consisting REMIC III in respect of the REMIC II Regular Interests as a on such date pursuant to Section 6.3, the Trustee shall withdraw from the Distribution Account the REMIC III Distribution Amount for federal income tax purposessuch Distribution Date and shall apply such amount for the following purposes and in the following order of priority: (i) to pay interest to the Holders of the respective Classes of Senior Certificates, in an amount equal to, and pro rata in accordance with, all Distributable Certificate Interest in respect of each such segregated pool Class of assets Certificates for such Distribution Date, (ii) to pay principal from the Principal Distribution Amount for such Distribution Date, first to the Holders of the Class A1 Certificates and, second to the Holders of the Class A2 Certificates in each case, up to an amount equal to the lesser of (1) the then-outstanding Class Principal Balance of such Class and (2) the remaining portion, if any, of such Principal Distribution Amount; (iii) to reimburse the Holders of the respective Classes of Class A Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Classes of Certificates (with interest), up to an amount equal to, and pro rata as among such Classes in accordance with, the respective Loss Reimbursement Amounts in respect of such Classes of Certificates for such Distribution Date; and (iv) to make payments on the Subordinate and Residual Certificates as provided below; provided that, on each Distribution Date after the aggregate of the Class Principal Balances of the Subordinate Certificates has been reduced to zero, and in any event on the final Distribution Date in connection with a termination of the Trust described in Article X hereof, the payments of principal to be made pursuant to clause (ii) above, will be designated so made to the Holders of the respective Classes of Class A Certificates, up to an amount equal to, and pro rata as “among such Classes in accordance with, the respective then outstanding Class Principal Balance of such Certificates for such Distribution Date and without regard to the Principal Distribution Amounts for such date; (b) On each Distribution Date, following the foregoing series of payments on the Senior Certificates, the Trustee shall apply the remaining portion, if any, of the REMIC III”. The III Distribution Amount for such date for the following purposes and in the following order of priority: (i) to pay interest to the Holders of the Class A-1B Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (ii) if the Class Principal Balances of the Class A Certificates have been reduced to zero, to pay principal to the Holders of the Class B Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (iii) to reimburse the Holders of the Class B Certificates for Realized Losses and Expense Losses, if any, previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (iv) to pay interest to the Holders of the Class C Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (v) if the Class Principal Balances of the Class A and Class B Certificates have been reduced to zero, to pay principal to the Holders of the Class C Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (vi) to reimburse the Holders of the Class C Certificates for any Realized Losses and Expenses Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (vii) to pay interest to the Holders of the Class D Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (viii) if the Class Principal Balances of the Class A, Class A-2B and Class C Certificates have been reduced to zero, to pay principal to the Holders of the Class D Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (ix) to reimburse the Holders of the Class D Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (x) to pay interest to the Holders of the Class E Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xi) if the Class Principal Balances of the Class A, Class A-3B, Class X-0C and Class D Certificates have been reduced to zero, Xxxxx X-0to pay principal to the Holders of the Class E Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xii) to reimburse the Holders of the Class E Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with 84 interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xiii) to pay interest to the Holders of the Class F Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xiv) if the Class Principal Balances of the Class A, Class A-SBB, Class C, Class D and Class E Certificates have been reduced to zero, to pay principal to the Holders of the Class F Certificates, up to an amount equal to the lesser of (A) the then-Soutstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xv) to reimburse the Holders of the Class F Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xvi) to pay interest to the Holders of the Class G Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xvii) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to zero, to pay principal to the Holders of the Class G Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xviii) to reimburse the Holders of the Class G Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xix) to pay interest to the Holders of the Class H Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xx) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership have been reduced to zero, to pay principal to the Holders of a class of “regular interests” in REMIC III and the Class XH Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxi) to reimburse the Holders of the Class H Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xxii) to pay interest to the Holders of the Class J Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxiii) if the Class Principal Balances of the Class A, Class X-B, Class X-C, Class X-D, Class X-E E, Class F, Class G and Class XH Certificates have been reduced to zero, to pay principal to the Holders of the Class J Certificates, up to an amount equal to the lesser of (A) the then-Y outstanding Class Principal Balance of such Class of Certificates will evidence ownership and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxiv) to reimburse the Holders of seven the Class J Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (7with interest), three up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (3xxv) to pay interest to the Holders of the Class K Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificate for such Distribution Date; (xxvi) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates have been reduced to zero, to pay principal to the Holders of the Class K Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxvii) to reimburse the Holders of the Class K Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), one up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (1xxviii) to pay interest to the Holders of the Class L Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificate for such Distribution Date; (xxix) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates have been reduced to zero, to pay principal to the Holders of the Class L Certificates, up to an amount equal to the lesser of (A) the then-outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Principal Distribution Amount for such Distribution Date; (xxx) to reimburse the Holders of the Class L Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), one up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; and (1)xxxi) to pay to the Holders of the Class R-III Certificates the balance, one (1) and one (1) classes of “regular interests” in REMIC IIIif any, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date III Distribution Amount for such Distribution Date. (c) On each Class Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Premiums collected in respect of Regular Mortgage Loans during or prior to the related Collection Period and shall distribute such amounts, in each case, subject to available funds, as additional interest, to the Holders of the respective Classes of Principal Balance Certificates (other than the Interest Only Class F, G, H, J, K and L Certificates) and then entitled to distributions of principal from the REMIC III Components is Principal Distribution Amount for such Distribution Date an aggregate amount (allocable among such Classes, if more than one, as described below) equal to the date that is the Rated Final Distribution Date. The REMIC III Components lesser of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates such Prepayment Premium and (ii) such Prepayment Premium multiplied by a fraction, the REMIC III Component numerator of which is equal to the excess, if any, of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate applicable to the most senior of such Classes of Certificates then outstanding (or, in the case of the Class A Certificates, the one with the earlier payment priority), over the relevant Discount Rate (as defined below), and initial the denominator of which is equal to the excess, if any, of the Mortgage Rate for the prepaid Mortgage Loan, over the relevant Discount Rate. If there is more than one Class of Principal Balance Certificates entitled to distributions of principal from the Principal Distribution Amount for each such Distribution Date, the aggregate amount described in the preceding sentence shall be allocated among such Classes on a pro rata basis in accordance with the relative amounts of such distributions of principal. Any portion of such Prepayment Premium that is not so distributed to the Holders of such Principal Balance Certificates will be distributed to the Holders of the Class of X Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None.

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0A-4, Xxxxx X-0Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-CE, Class X-D, Class X-E F and Class X-Y G Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class A-S Certificates and Class A-S-PEX Component will each evidence ownership of a specified portion from time to time of the Class A-S Regular Interest. The Class B Certificates and Class B-PEX Component will each evidence ownership of a specified portion from time to time of the Class B Regular Interest. The Class C Certificates and Class C-PEX Component will each evidence ownership of a specified portion from time to time of the Class C Regular Interest. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) ), the Class A-S Regular Interest, the Class B Regular Interest, the Class C Regular Interest and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y F Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y F Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-G Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-G Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates Certificates, Class PEX Component and/or Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-CE, Class X-D, Class X-E F or Class X-Y G Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will be $1,487,599,7931,047,828,035. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates, the Class PEX Components and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest. Class A-1 1.47901.7300% per annum $ 57,333,000 50,293,000 Class A-2 2.97603.0050% per annum $ 75,863,000 7,934,000 Class A-3 3.52803.3620% per annum $ 59,936,000 36,418,000 Class A-4 3.48803.1900% per annum $ 360,000,000 240,000,000 Class A-5 3.75203.4510% per annum $ 386,043,000 309,207,000 Class A-SB 3.46403.2780% per annum $ 102,144,000 89,627,000 Class A-S(7) 3.8360% per annum $ 79,897,000 Class A-S-PEX Component(7) 3.8360% per annum $ 0 Class A-S Variable(1Regular Interest(7) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.45503.8360% per annum $ 31,611,000 79,897,000 Class F 3.4550B(7) Variable(1) $ 45,842,000 Class B-PEX Component(7) Variable(1) $ 0 Class B Regular Interest(7) Variable(1) $ 45,842,000 Class C(7) 3.8940% per annum $ 14,876,000 68,109,000 Class G 3.4550C-PEX Component(7) 3.8940% per annum $ 63,223,793 0 Class R None NoneC Regular Interest(7) 3.8940% per annum $ 68,109,000 Class PEX(7) (8) $ 0 Class D 3.7680% per annum $ 44,533,000 Class E 2.8690% per annum $ 26,196,000 Class F 2.8690% per annum $ 17,027,000 Class G 2.8690% per annum $ 32,745,035

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator Paying Agent shall withdraw from the Distribution Account an amount equal to the Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Interest) and Excess Liquidation Proceeds in the following amounts and order of priority: (i) to the Holders of the Class A-1 Certificates, Class A-2 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest payable to each such Class; (ii) to the Holders of the Class A-1 and Class A-2 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero and second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class X-1 Certificates and Class X-2 Certificates, pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (iv) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-2 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class B Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class C Certificates, to the Holders of the Class D Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class D Certificates has been reduced to zero; (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xiii) to the Holders of the Class E Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates has been reduced to zero; (xxi) to the Holders of the Class G Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the Certificate Balance of the Class G Certificates, to the Holders of the Class H Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class H Certificates has been reduced to zero; (xxiv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxv) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero; (xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxviii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxiv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxxvii) to the Holders of the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xxxix) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xl) to the Holders of the Class O Certificates, Distributable Certificate Interest for such Distribution Date; (xli) upon payment in full of the Certificate Balance of the Class N Certificates, to the Holders of the Class O Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class O Certificates has been reduced to zero; (xlii) to the Holders of the Class O Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; and (xliii) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC Regular Certificates have been reduced to zero, and Realized Losses previously allocated to each Holder have been reimbursed to the Holders of the REMIC Regular Certificates, any amounts remaining on deposit in the Distribution Account. Notwithstanding the foregoing, on each Distribution Date occurring on or after the earliest date, if any, upon which the Certificate Balances of all the Classes of Subordinate Certificates have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to Certificate Balances of all the Classes of Subordinate Certificates, the Principal Distribution Amount will elect be distributed, first, to treat the segregated pool Holders of assets consisting the Class A-1 and Class A-2 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Class is reduced to zero; and, second, to the Holders of the Class A-1 and Class A-2 Certificates, pro rata, based on the respective amounts of unreimbursed Realized Losses previously allocated to each such Class, plus one month's interest on such Realized Losses at the applicable Pass-Through Rate. A similar rule shall apply to the distribution of the Principal Distribution Amount to REMIC II Regular Interests X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X and A-2C, in lieu of the distributions described in Section 6.3(a)(ii). (b) On each Distribution Date, the Paying Agent shall withdraw amounts in the Reserve Account and shall pay the Certificateholders on such Distribution Date such amounts in the following priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the reduction of the Aggregate Certificate Balance of the Principal Balance Certificates to zero, to pay any amounts remaining on deposit in such account to the Special Servicer as additional Special Servicer Compensation. This Section 6.5(b) shall apply mutatis mutandis to reimbursement of Realized Losses previously allocated to the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None None.

REMIC III. As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”” . The Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0A-4, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the Class A-S, Class B and Class C Regular Interests will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y A Certificates will evidence ownership of seven six (7), three (3), one (1), one (1), one (1) and one (16) classes of “regular interests” ”, respectively, in REMIC III, respectively, all as described herein. The Class A-S Certificates and Class A-S-PEX Component will each evidence ownership of a specified portion from time to time of the Class A-S Regular Interest. The Class B Certificates and Class B-PEX Component will each evidence ownership of a specified portion from time to time of the Class B Regular Interest. The Class C Certificates and Class C-PEX Component will each evidence ownership of a specified portion from time to time of the Class C Regular Interest. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Class X-A Certificates), the Class A-S, Class B and Class C Regular Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates Certificates, Class PEX Component and/or Class A-S, Class B or Class C Regular Interest and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case A Certificates for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) and the Class A-S, Class B and Class C Regular Interests will be $1,487,599,793197,876,000. The following table irrevocably sets forth the Class Designationdesignation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. , the Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 PEX Components and the Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 S, Class B Variable(1) $ 68,802,000 and Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneRegular Interests.

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall be deemed to treat distribute to itself on behalf of the segregated pool of assets consisting Trustee, as holder of the REMIC II III Regular Interests, for the following purposes and in the following order of priority: (i) an amount equal to Distributable Certificate Interest for the Class A-1 Certificates, Class A-2 Certificates and Class X Certificates to REMIC III Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest B, REMIC III Regular Interest C, REMIC III Regular Interest D, REMIC III Regular Interest E, REMIC III Regular Interest F, REMIC III Regular Interest G and REMIC III Regular Interest X, divided among such REMIC III Regular Interests as a in proportion to (A) in the case of the REMIC for federal income tax purposes, III Regular Interest A-1 and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class III Regular Interest A-2, Class A-3the Accrued Certificate Interest for such Distribution Date, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class (B) -95- in the case of REMIC III Regular Interest B, Class REMIC III Regular Interest C, Class REMIC III Regular Interest D, Class REMIC III Regular Interest E, Class REMIC III Regular Interest F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III Regular Interest G, the product of one-twelfth of the Certificate Balance of such Interest and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) X Strip Rate for the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the related Class of Certificates and (iiC) in the case of REMIC III Regular Interest X, the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, X Interest Amount; (ii) to the initial aggregate Uncertificated REMIC III Regular Interest A-1, the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the REMIC I III Regular Interests, Interest A-1 has been reduced to zero; (iii) upon payment in full of the initial aggregate Uncertificated Principal Certificate Balance of the REMIC II III Regular Interests and Interest A-1, to the REMIC III Regular Interest A-2, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof deemed to be distributed to the REMIC III Regular Interest A-1), until the Certificate Balance of the REMIC III Regular Interest A-2 has been reduced to zero; (iv) to REMIC III Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest B, REMIC III Regular Interest C, REMIC III Regular Interest D, REMIC III Regular Interest E, REMIC III Regular Interest F, REMIC III Regular Interest G, REMIC III Regular Interest H, REMIC Regular Interest J, REMIC III Regular Interest K, REMIC III Regular Interest L and REMIC III Regular Interest M, pro rata on the initial aggregate basis of their respective entitlements to reimbursement described in this clause (iv), to reimburse any Realized Losses previously allocated to REMIC III Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest B, REMIC III Regular Interest C, REMIC III Regular Interest D, REMIC III Regular Interest E, REMIC III Regular Interest F, REMIC III Regular Interest G, REMIC III Regular Interest H, REMIC III Regular Interest J, REMIC III Regular Interest K, REMIC III Regular Interest L and REMIC III Regular Interest M as a result of the allocation of Realized Losses to the Class X Certificates plus interest on such Realized Losses compounded monthly at one-twelfth of the applicable Pass-Through Rate; (v) to the REMIC III Regular Interest B, the remainder of the Distributable Certificate Interest for such Interest for such Distribution Date to the extent not distributed pursuant to clause (i) above; (vi) upon payment in full of the Certificate Balances of the REMIC III Regular Interest A-1 and REMIC III Regular Interest A-2, to the REMIC III Regular Interest B, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof deemed to be distributed to the REMIC III Regular Interest A-1 and REMIC III Regular Interest A-2), until the Certificate Balance of the respective Classes of REMIC III Regular Certificates Interest B has been reduced to zero; (other than vii) to the REMIC III Regular Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth B, to reimburse any unreimbursed Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the Class Designation, applicable Pass-Through Rate Rate; (viii) to the REMIC III Regular Interest C, the remainder of the Distributable Certificate Interest for such Interest for such Distribution Date to the extent not distributed pursuant to clause (i) above; (ix) upon payment in full of the Certificate Balance of the REMIC III Regular Interest B, to the REMIC III Regular Interest C, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof deemed to be distributed to the REMIC III Regular Interest A-1, REMIC III Regular Interest A-2, and initial REMIC III Regular Interest B), until the Certificate Balance of the REMIC III Regular Interest C has been reduced to zero; (x) to the REMIC III Regular Interest C, to reimburse any unreimbursed Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xi) to the REMIC III Regular Interest D, the remainder of the Distributable Certificate Interest for such Interest for such Distribution Date to the extent not distributed pursuant to clause (i) above; (xii) upon payment in full of the Certificate Balance of the REMIC III Regular Interest C, to the REMIC III Regular Interest D, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof deemed to be distributed to the REMIC III Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest B and REMIC III Regular Interest C), until the Certificate Balance of the REMIC III Regular Interest D has been reduced to zero; (xiii) to the REMIC III Regular Interest D, to reimburse any unreimbursed Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xiv) to the REMIC III Regular Interest E, the remainder of the Distributable Certificate Interest for such Interest for such Distribution Date to the extent not distributed pursuant to clause (i) above; (xv) upon payment in full of the Certificate Balance of the REMIC III Regular Interest D, to the REMIC III Regular Interest E, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof deemed to be distributed to the REMIC III Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest B, REMIC III Regular Interest C and REMIC III Regular Interest D), until the Certificate Balance of the REMIC III Regular Interest E has been reduced to zero; (xvi) to the REMIC III Regular Interest E, to reimburse any unreimbursed Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xvii) to the REMIC III Regular Interest F, the remainder of the Distributable Certificate Interest for such Interest for such Distribution Date to the extent not distributed pursuant to clause (i) above; (xviii) upon payment in full of the Certificate Balance of the REMIC III Regular Interest E, to the REMIC III Regular Interest F, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof deemed to be distributed to the REMIC III Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest B, REMIC III Regular Interest C, REMIC III Regular Interest D and REMIC III Regular Interest E), until the Certificate Balance of the REMIC III Regular Interest F has been reduced to zero; (xix) to the REMIC III Regular Interest F, to reimburse any unreimbursed Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xx) to the REMIC III Regular Interest G, the remainder of the Distributable Certificate Interest for such Interest for such Distribution Date to the extent not distributed pursuant to clause (i) above; (xxi) upon payment in full of the Certificate Balance of the REMIC III Regular Interest F, to the REMIC III Regular Interest G, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof deemed to be distributed to the REMIC III Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest B, REMIC III Regular Interest C, REMIC III Regular Interest D, REMIC III Regular Interest E and REMIC III Regular Interest F), until the Certificate Balance of the REMIC III Regular Interest G has been reduced to zero; (xxii) to the REMIC III Regular Interest G, to reimburse any unreimbursed Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xxiii) to the REMIC III Regular Interest H, the remainder of the Distributable Certificate Interest for such Interest for such Distribution Date to the extent not distributed pursuant to clause (i) above; (xxiv) upon payment in full of the Certificate Balance of the REMIC III Regular Interest G, to the REMIC III Regular Interest H, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof deemed to be distributed to the REMIC III Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest B, REMIC III Regular Interest C, REMIC III Regular Interest D, REMIC III Regular Interest E, REMIC III Regular Interest F and REMIC III Regular Interest G), until the Certificate Balance of the REMIC III Regular Interest H has been reduced to zero; (xxv) to the REMIC III Regular Interest H, to reimburse any unreimbursed Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xxvi) to the REMIC III Regular Interest J, the remainder of the Distributable Certificate Interest for such Interest for such Distribution Date to the extent not distributed pursuant to clause (i) above; (xxvii) upon payment in full of the Certificate Balance of the REMIC III Regular Interest H, to the REMIC III Regular Interest J, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof deemed to be distributed to the REMIC III Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest B, REMIC III Regular Interest C, REMIC III Regular Interest D, REMIC III Regular Interest E, REMIC III Regular Interest F, REMIC III Regular Interest G and REMIC III Regular Interest H), until the Certificate Balance of the REMIC III Regular Interest J has been reduced to zero; (xxviii) to the REMIC III Regular Interest J, to reimburse any unreimbursed Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xxix) to the REMIC III Regular Interest K, the remainder of the Distributable Certificate Interest for such Interest for such Distribution Date to the extent not distributed pursuant to clause (i) above; (xxx) upon payment in full of the Certificate Balance of the REMIC III Regular Interest J to the REMIC III Regular Interest K, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof deemed to be distributed to the REMIC III Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest B, REMIC III Regular Interest C, REMIC III Regular Interest D, REMIC III Regular Interest E, REMIC III Regular Interest F, REMIC III Regular Interest G, REMIC III Regular Interest H and REMIC III Regular Interest J), until the Certificate Balance of the REMIC III Regular Interest K has been reduced to zero; (xxxi) to the REMIC III Regular Interest K, to reimburse any unreimbursed Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xxxii) to the REMIC III Regular Interest L, the remainder of the Distributable Certificate Interest for such Interest for such Distribution Date to the extent not distributed pursuant to clause (i) above; (xxxiii) upon payment in full of the Certificate Balance of the REMIC III Regular Interest K to the REMIC III Regular Interest L, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof deemed to be distributed to the REMIC III Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest B, REMIC III Regular Interest C, REMIC III Regular Interest D, REMIC III Regular Interest E, REMIC III Regular Interest F, REMIC III Regular Interest G, REMIC III Regular Interest H, REMIC III Regular Interest J and REMIC III Regular Interest K), until the Certificate Balance of the REMIC III Regular Interest L has been reduced to zero; (xxxiv) to the REMIC III Regular Interest L, to reimburse any unreimbursed Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xxxv) to the REMIC III Regular Interest M, the remainder of the Distributable Certificate Interest for such Interest for such Distribution Date to the extent not distributed pursuant to clause (i) above; (xxxvi) upon payment in full of the Certificate Balance of the REMIC III Regular Interest L to the REMIC III Regular Interest M, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof deemed to be distributed to the REMIC III Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest B, REMIC III Regular Interest C, REMIC III Regular Interest D, REMIC III Regular Interest E, REMIC III Regular Interest F, REMIC III Regular Interest G, REMIC III Regular Interest H, REMIC III Regular Interest J, REMIC III Regular Interest K and REMIC III Regular Interest L), until the Certificate Balance of the REMIC III Regular Interest M has been reduced to zero; (xxxvii) to the REMIC III Regular Interest M, to reimburse any unreimbursed Realized Losses previously allocated thereto, plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (xxxviii) thereafter, to the Class Principal Balance for each Class R-III Certificateholders at such time as the Certificate Balances of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None Noneall Classes of REMIC III Regular Interests have been reduced to zero, and Realized Losses previously allocated thereto have been reimbursed to the Holders of the REMIC III Regular Interests, any amounts remaining.

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Interest, which shall be distributed in accordance with Section 6.5(c)) and Excess Liquidation Proceeds in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for federal income tax purposessuch Distribution Date, and pro rata in proportion to the Distributable Certificate Interest payable to each such segregated pool Class; (ii) to the Holders of assets will be designated as “REMIC III”. The the Class A-1, Class A-2, Class A-3A-3 and Class A-4 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero; second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; third, upon payment in full of the aggregate Certificate Balance of the Class A-2 Certificates, to the holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero and fourth, upon payment in full of the aggregate Certificate Balance of the Class A-3 Certificates, to the holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-4 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class X-0X-1 Certificates and Class X-2 Certificates, Xxxxx X-0pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (iv) to the Holders of the Class AB Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-4 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SBThrough Rate on such Realized Losses; (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class AB Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SThrough Rate on such Realized Losses; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class BC Certificates, to the Holders of the Class CD Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class DD Certificates has been reduced to zero; (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xiii) to the Holders of the Class EE Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates will evidence ownership has been reduced to zero; (xxi) to the Holders of a class of “regular interests” in REMIC III and the Class XG Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-AThrough Rate on such Realized Losses; (xxii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the Certificate Balance of the Class X-BG Certificates, to the Holders of the Class X-CH Certificates, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven the Principal Distribution Amount for such Distribution Date (7reduced by any prior distributions thereof hereunder), three until the Certificate Balance of the Class H Certificates has been reduced to zero; (3xxiv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxv) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero; (xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxviii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxiv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxvii) classes to the Holders of “regular interests” the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xxxix) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; and (xl) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC IIIRegular Certificates have been reduced to zero, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) and Realized Losses previously allocated to each Holder have been reimbursed to the sole class of “residual interests” in REMIC III for purposes Holders of the REMIC ProvisionsRegular Certificates, any amounts remaining on deposit in the Distribution Account. The Latest Possible Maturity Notwithstanding the foregoing, on each Distribution Date for each Class occurring on or after the earliest date, if any, upon which the Certificate Balances of Regular all the Classes of Subordinate Certificates (other have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to the Interest Only Certificate Balances of all the Classes of Subordinate Certificates) and , the REMIC III Components is Principal Distribution Amount will be distributed, first, to the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class X-A Certificates are hereby irrevocably assigned A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the alphanumeric designation under Certificate Balance of each such Class is reduced to zero; and, second, to the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class XA-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on the respective amounts of unreimbursed Realized Losses previously allocated to each such Class, plus one month's interest on such Realized Losses at the applicable Pass-B Certificates are hereby irrevocably assigned Through Rate. A similar rule shall apply to the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component distribution of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect Principal Distribution Amount to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X and A-4C, in lieu of the distributions described in Section 6.3(a)(ii). (ivb) On each Distribution Date, the initial aggregate Paying Agent shall withdraw amounts in the Reserve Account and shall pay the Certificateholders on such Distribution Date such amounts in the following priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class Principal designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the reduction of the Aggregate Certificate Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneCertificates to zero, to pay any amounts remaining on deposit in such account to the Special Servicer as additional

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect Paying Agent shall withdraw from the Distribution Account an amount equal to treat the segregated pool Available Distribution Amount and shall distribute such amount and Excess Liquidation Proceeds in the following amounts and order of assets consisting priority: (i) to the Holders of the REMIC II Regular Interests as a REMIC Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for federal income tax purposessuch Distribution Date, and pro rata in proportion to the Distributable Certificate Interest payable to each such segregated pool Class; (ii) to the Holders of assets will be designated as “REMIC III”. The the Class A-1, Class A-2, Class A-3A-3 and Class A-4 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero; second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; third, upon payment in full of the aggregate Certificate Balance of the Class A-2 Certificates, to the holders of the Class A-3 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-3 Certificates has been reduced to zero and fourth, upon payment in full of the aggregate Certificate Balance of the Class A-3 Certificates, to the holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-4 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class X-0X-1 Certificates and Class X-2 Certificates, Xxxxx X-0pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (iv) to the Holders of the Class AB Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-4 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SBThrough Rate on such Realized Losses; (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of the Certificate Balance of the Class AB Certificates, to the Holders of the Class C Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) to the Holders of the Class C Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-SThrough Rate on such Realized Losses; (x) to the Holders of the Class D Certificates, Distributable Certificate Interest for such Distribution Date; (xi) upon payment in full of the Certificate Balance of the Class BC Certificates, to the Holders of the Class CD Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class DD Certificates has been reduced to zero; (xii) to the Holders of the Class D Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xiii) to the Holders of the Class EE Certificates, Distributable Certificate Interest for such Distribution Date; (xiv) upon payment in full of the Certificate Balance of the Class D Certificates, to the Holders of the Class E Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class E Certificates has been reduced to zero; (xv) to the Holders of the Class E Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xvi) to the Holders of the Class F Certificates, Distributable Certificate Interest for such Distribution Date; (xvii) upon payment in full of the Certificate Balance of the Class E Certificates, to the Holders of the Class F Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class F Certificates has been reduced to zero; (xviii) to the Holders of the Class F Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xix) to the Holders of the Class G Certificates, Distributable Certificate Interest for such Distribution Date; (xx) upon payment in full of the Certificate Balance of the Class F Certificates, to the Holders of the Class G Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class G Certificates will evidence ownership has been reduced to zero; (xxi) to the Holders of a class of “regular interests” in REMIC III and the Class XG Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-AThrough Rate on such Realized Losses; (xxii) to the Holders of the Class H Certificates, Distributable Certificate Interest for such Distribution Date; (xxiii) upon payment in full of the Certificate Balance of the Class X-BG Certificates, to the Holders of the Class X-CH Certificates, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven the Principal Distribution Amount for such Distribution Date (7reduced by any prior distributions thereof hereunder), three until the Certificate Balance of the Class H Certificates has been reduced to zero; (3xxiv) to the Holders of the Class H Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xxv) to the Holders of the Class J Certificates, Distributable Certificate Interest for such Distribution Date; (xxvi) upon payment in full of the Certificate Balance of the Class H Certificates, to the Holders of the Class J Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class J Certificates has been reduced to zero; (xxvii) to the Holders of the Class J Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxviii) to the Holders of the Class K Certificates, Distributable Certificate Interest for such Distribution Date; (xxix) upon payment in full of the Certificate Balance of the Class J Certificates, to the Holders of the Class K Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class K Certificates has been reduced to zero; (xxx) to the Holders of the Class K Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxi) to the Holders of the Class L Certificates, Distributable Certificate Interest for such Distribution Date; (xxxii) upon payment in full of the Certificate Balance of the Class K Certificates, to the Holders of the Class L Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class L Certificates has been reduced to zero; (xxxiii) to the Holders of the Class L Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxiv) to the Holders of the Class M Certificates, Distributable Certificate Interest for such Distribution Date; (xxxv) upon payment in full of the Certificate Balance of the Class L Certificates, to the Holders of the Class M Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class M Certificates has been reduced to zero; (xxxvi) to the Holders of the Class M Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (1xxxvii) classes to the Holders of “regular interests” the Class N Certificates, Distributable Certificate Interest for such Distribution Date; (xxxviii) upon payment in full of the Certificate Balance of the Class M Certificates, to the Holders of the Class N Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class N Certificates has been reduced to zero; (xxxix) to the Holders of the Class N Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (xl) to the Holders of the Class O Certificates, Distributable Certificate Interest for such Distribution Date; (xli) upon payment in full of the Certificate Balance of the Class N Certificates, to the Holders of the Class O Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class O Certificates has been reduced to zero; (xlii) to the Holders of the Class O Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; and (xliii) to the Holders of the Class R-III Certificates at such time as the Certificate Balances of all Classes of REMIC IIIRegular Certificates have been reduced to zero, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) and Realized Losses previously allocated to each Holder have been reimbursed to the sole class of “residual interests” in REMIC III for purposes Holders of the REMIC ProvisionsRegular Certificates, any amounts remaining on deposit in the Distribution Account. The Latest Possible Maturity -148- Notwithstanding the foregoing, on each Distribution Date for each Class occurring on or after the earliest date, if any, upon which the Certificate Balances of Regular all the Classes of Subordinate Certificates (other have been reduced to zero or the aggregate Appraisal Reduction in effect is greater than or equal to the Interest Only Certificate Balances of all the Classes of Subordinate Certificates) and , the REMIC III Components is Principal Distribution Amount will be distributed, first, to the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class X-A Certificates are hereby irrevocably assigned A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the alphanumeric designation under Certificate Balance of each such Class is reduced to zero; and, second, to the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Holders of the Class XA-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on the respective amounts of unreimbursed Realized Losses previously allocated to each such Class, plus one month's interest on such Realized Losses at the applicable Pass-B Certificates are hereby irrevocably assigned Through Rate. A similar rule shall apply to the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component distribution of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect Principal Distribution Amount to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, X-0X, A-3C, A-4A, A-4B and A-4C, in lieu of the distributions described in Section 6.3(a)(ii). (ivb) On each Distribution Date, the initial aggregate Paying Agent shall withdraw amounts in the Reserve Account and shall pay the Certificateholders on such Distribution Date such amounts in the following priority: (i) first, to reimburse the Holders of the Principal Balance Certificates (in order of alphabetical Class Principal designation) for any, and to the extent of, Realized Losses previously allocated to them; and (ii) second, upon the reduction of the Aggregate Certificate Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneCertificates to zero, to pay any amounts remaining on deposit in such account to the Special Servicer as additional

REMIC III. As provided herein(a) On each Distribution Date, the Tax Administrator will elect to treat Trustee (or the segregated pool of assets consisting Paying Agent on behalf of the REMIC II Regular Interests as a REMIC for federal income tax purposes, Trustee) shall withdraw from the Distribution Account an amount equal to the Available Distribution Amount and shall distribute such segregated pool amount in the following amounts and order of assets will be designated as “REMIC III”. The priority: (i) to the holders of the Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F X-1 and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-AX-2 Certificates, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III Distributable Certificate Interest for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final such Distribution Date. The REMIC III Components , pro rata in proportion to the Distributable Certificate Interest payable to each such Class; (ii) to the holders of the Class X-A Certificates are hereby irrevocably assigned A-1 Certificates, the alphanumeric designation under Principal Distribution Amount for such Distribution Date, until the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components Certificate Balance of the Class X-B A-1 Certificates are hereby irrevocably assigned has been reduced to zero; (iii) upon payment in full of the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Certificate Balance of the Class X-C Certificates is hereby irrevocably assigned A-1 Certificates, to the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component holders of the Class X-D Certificates is hereby irrevocably assigned A-2 Certificates, the alphanumeric designation under Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component holders of the Class X-E Certificates is hereby irrevocably assigned A-1 Certificates), until the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component Certificate Balance of the Class X-Y A-2 Certificates is hereby irrevocably assigned has been reduced to zero; (iv) to the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates and (ii) the REMIC III Component holders of the Class X-AA Certificates, Class X-B, X-1 and Class X-C, Class X-D, Class X-E or Class X-Y X-2 Certificates, pro rata on the basis of their respective entitlements to reimbursement described in each case this clause (iv), to reimburse any Realized Losses previously allocated thereto plus interest on such Realized Losses compounded monthly at one-twelfth the applicable Pass-Through Rate; (v) to the holders of the Class B Certificates, Distributable Certificate Interest for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each Distribution Date; (vi) upon payment in full of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Certificate Balance of the REMIC I Regular InterestsClass A-2 Certificates, (iii) to the initial aggregate Uncertificated Principal Balance holders of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,487,599,793. The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None NoneCertificates, the Principal Distribution Amount for such Distribution Date (reduced by any portion thereof distributed to the

REMIC III. As provided herein(a) On each Distribution Date, following the Tax Administrator will elect deemed payments to treat the segregated pool of assets consisting REMIC III in respect of the REMIC II Regular Interests as a on such date pursuant to Section 6.3, the Trustee shall withdraw from the Distribution Account the REMIC III Distribution Amount for federal income tax purposessuch Distribution Date and shall apply such amount for the following purposes and in the following order of priority: (i) to pay interest to the Holders of the respective Classes of Senior Certificates, in an amount equal to, and pro rata in accordance with, all Distributable Certificate Interest in respect of each such segregated pool Class of assets Certificates for such Distribution Date; (ii) to pay principal: (A) from the Principal Distribution Amount for Loan Group 1 for such Distribution Date, first to the Holders of the Class A-1A Certificates, second to the Holders of the Class A-1B Certificates, third to the Holders of the Class A-1C Certificates and fourth to the Holders of the Class A-2 Certificates, in each case, up to an amount equal to the lesser of (1) the then outstanding Class Principal Balance of such Class of Certificates and (2) the remaining portion, if any, of such Principal Distribution Amount; and (B) from the Principal Distribution Amount for Loan Group 2 for such Distribution Date, first to Holders of the Class A-2 Certificates, second to the Holders of the Class A-1A Certificates, third to the Holders of the Class A-1B Certificates and fourth to the Holders of the Class A-1C Certificates, in each case, up to an amount equal to the lesser of (1) the then outstanding Class Principal Balance of such Class of Certificates and (2) the remaining portion, if any, of such Principal Distribution Amount; provided that, if the remaining portion of the REMIC III Distribution Amount for such Distribution Date that is distributable pursuant to this clause (ii), is less than the Aggregate Principal Distribution Amount for such date, payments pursuant to subclauses (A) and (B) of this clause (ii) shall be made on a pro rata basis in accordance with the relative sizes of the Principal Distribution Amounts for the two Loan Groups for such Distribution Date; (iii) to reimburse the Holders of the respective Classes of Class A Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Classes of Certificates (with interest), up to an amount equal to, and pro rata as among such Classes in accordance with, the respective Loss Reimbursement Amounts in respect of such Classes of Certificates for such Distribution Date; and (iv) to make payments on the Subordinate and Residual Certificates as provided below; provided that, on each Distribution Date after the aggregate of the Class Principal Balances of the Subordinate Certificates has been reduced to zero, and in any event on the final Distribution Date in connection with a termination of the Trust, the payments of principal to be made pursuant to clause (ii) above, will be designated so made to the Holders of the respective Classes of Class A Certificates, up to an amount equal to, and pro rata as “among such Classes in accordance with, the respective then outstanding Class Principal Balances of such Classes of Certificates, and without regard to the Principal Distribution Amounts with respect to the two Loan Groups for such date. On each Distribution Date, following the foregoing series of payments on the Senior Certificates, the Trustee shall apply the remaining portion, if any, of the REMIC III”. The III Distribution Amount for such date for the following purposes and in the following order of priority: (i) to pay interest to the Holders of the Class A-1B Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (ii) if the Class Principal Balances of the Class A Certificates have been reduced to zero, to pay principal to the Holders of the Class B Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Aggregate Principal Distribution Amount for such Distribution Date; (iii) to reimburse the Holders of the Class B Certificates for Realized -95- Losses and Expense Losses, if any, previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (iv) to pay interest to the Holders of the Class C Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (v) if the Class Principal Balances of the Class A and Class B Certificates have been reduced to zero, to pay principal to the Holders of the Class C Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Aggregate Principal Distribution Amount for such Distribution Date; (vi) to reimburse the Holders of the Class C Certificates for any Realized Losses and Expenses Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (vii) to pay interest to the Holders of the Class D Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (viii) if the Class Principal Balances of the Class A, Class A-2B and Class C Certificates have been reduced to zero, to pay principal to the Holders of the Class D Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Aggregate Principal Distribution Amount for such Distribution Date; (ix) to reimburse the Holders of the Class D Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (x) to pay interest to the Holders of the Class E Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xi) if the Class Principal Balances of the Class A, Class A-3B, Class X-0C and Class D Certificates have been reduced to zero, Xxxxx X-0to pay principal to the Holders of the Class E Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Aggregate Principal Distribution Amount for such Distribution Date; (xii) to reimburse the Holders of the Class E Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xiii) to pay interest to the Holders of the Class F Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xiv) if the Class Principal Balances of the Class A, Class A-SBB, Class C, Class D and Class E Certificates have been reduced to zero, to pay principal to the Holders of the Class F Certificates, up to an amount equal to the lesser of (A-S) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Aggregate Principal Distribution Amount for such Distribution Date; (xv) to reimburse the Holders of the Class F Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xvi) to pay interest to the Holders of the Class G Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xvii) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to zero, to pay principal to the Holders of the Class G Certificates, up to an amount equal to the lesser of (A) the then outstanding Class Principal Balance of such Class of Certificates and (B) the remaining Aggregate Principal Distribution Amount for such Distribution Date; (xviii) to reimburse the Holders of the Class G Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xix) to pay interest to the Holders of the Class H Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xx) if the Class Principal Balances of the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates will evidence ownership of a class of “regular interests” in REMIC III and have been reduced to zero, to pay principal to the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Interest Only Certificates) and the REMIC III Components is the date that is the Rated Final Distribution Date. The REMIC III Components Holders of the Class X-A Certificates are hereby irrevocably assigned H Certificates, up to an amount equal to the alphanumeric designation under the column heading “REMIC III Component lesser of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (iA) the then outstanding Class Principal Balance of such Class of Certificates and (iiB) the REMIC III Component remaining Aggregate Principal Distribution Amount for such Distribution Date; (xxi) to reimburse the Holders of the Class X-H Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (with interest), up to an amount equal to the Loss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; (xxii) to pay interest to the Holders of the Class J Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date; (xxiii) if the Class Principal Balances of the Class A, Class X-B, Class X-C, Class X-D, Class X-E or E, Class X-Y F, Class G and Class H Certificates have been reduced to zero, to pay principal to the Holders of the Class J Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest: Each up to an amount equal to the lesser of (iA) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate then outstanding Class Principal Balance of such Class of Certificates and (B) the respective Classes remaining Aggregate Principal Distribution Amount for such Distribution Date; (xxiv) to reimburse the Holders of Regular the Class J Certificates for any Realized Losses and Expense Losses previously deemed allocated to such Class of Certificates (other than with interest), up to an amount equal to the Interest Only CertificatesLoss Reimbursement Amount in respect of such Class of Certificates for such Distribution Date; and (xxv) will be $1,487,599,793. The following table irrevocably sets forth to pay to the Holders of the Class DesignationR-III Certificates the balance, Pass-Through Rate and initial Class Principal Balance if any, of the REMIC III Distribution Amount for each Class of Certificates. Class A-1 1.4790% per annum $ 57,333,000 Class A-2 2.9760% per annum $ 75,863,000 Class A-3 3.5280% per annum $ 59,936,000 Class A-4 3.4880% per annum $ 360,000,000 Class A-5 3.7520% per annum $ 386,043,000 Class A-SB 3.4640% per annum $ 102,144,000 Class A-S Variable(1) $ 104,132,000 Class B Variable(1) $ 68,802,000 Class C Variable(1) $ 52,066,000 Class D Variable(1) $ 111,570,000 Class E 3.4550% per annum $ 31,611,000 Class F 3.4550% per annum $ 14,876,000 Class G 3.4550% per annum $ 63,223,793 Class R None Nonesuch Distribution Date;