Common use of Senior Prepayment Percentage Clause in Contracts

Senior Prepayment Percentage. As to a Senior Certificate Group and any Distribution Date during the seven years beginning on the first Distribution Date, 100%. The related Senior Prepayment Percentage for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date will, except as provided in this Agreement, be as follows: for any Distribution Date in the first year thereafter, the related Senior Percentage plus 70% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the second year thereafter, the related Senior Percentage plus 60% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the third year thereafter, the related Senior Percentage plus 40% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the fourth year thereafter, the related Senior Percentage plus 20% of the related Subordinated Percentage for such Distribution Date; and for any Distribution Date thereafter, the related Senior Percentage for such Distribution Date (unless on any Distribution Date the Senior Percentage of a Senior Certificate Group exceeds the initial Senior Percentage for such Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding the foregoing, no decrease in any Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 20% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that Distribution Date plus 50% of an amount equal to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage.

Senior Prepayment Percentage. As to a The Senior Certificate Prepayment Percentage for any Group and of Senior Certificates for any Distribution Date occurring during the seven five years beginning on the first Distribution Date, Date will equal 100%. The related Senior Prepayment Percentage for any Group of Senior Certificates for any Distribution Date occurring on or after the seventh fifth anniversary of the first Distribution Date will, except as provided in this Agreement, will be as follows: for any Distribution Date in the first year thereafter, the related Senior Percentage plus 70% of the related Subordinated Subordinate Percentage for such Distribution Date; for any Distribution Date in the second year thereafter, the related Senior Percentage plus 60% of the related Subordinated Subordinate Percentage for such Distribution Date; for any Distribution Date in the third year thereafter, the related Senior Percentage plus 40% of the related Subordinated Subordinate Percentage for such Distribution Date; for any Distribution Date in the fourth year thereafter, the related Senior Percentage plus 20% of the related Subordinated Subordinate Percentage for such Distribution Date; and for any Distribution Date thereafter, the related Senior Percentage for such Distribution Date (unless on any of the foregoing Distribution Date Dates (a) the Senior Percentage for any of a Senior Certificate the Group 1 Certificates exceeds the initial Senior Percentage for such Senior Certificate Group Group, in which case the Senior Prepayment Percentage for the Group 1 Certificates will once again equal 100% or (b) the Aggregate Group C-B Senior Percentage exceeds the initial Aggregate Group C-B Senior Percentage, the Senior Prepayment Percentage for each Senior Certificate of the Group for such Distribution Date 2 or Group 3 Certificates will once again equal 100%). Notwithstanding the foregoing, no decrease in any to the Senior Prepayment Percentage for the Group 1 Certificates will occur unless both Senior Step Down Conditions are satisfied on any Distribution Date as to which that decrease applies if (i) the outstanding aggregate principal balance of the 60-Day Delinquent Mortgage Loans in Loan Group 1 (averaged over the preceding six month period), as a percentage of the related Group D-B Balance as of such Distribution Date is equal to or greater than 50% or (ii) cumulative Realized Losses in the related Loan Group exceed (a) with respect to all the Distribution Date on the fifth anniversary of the Mortgage Loansfirst Distribution Date, 30% of the related Group D-B Balance as of the Closing Date (the “Original Group D-B Balance”), (b) with respect to the Distribution Date on the sixth anniversary of the first Distribution Date, 35% of the related Original Group D-B Component Balance, (c) with respect to the Distribution Date on the seventh anniversary of the first Distribution Date, 40% of the related Original Group D-B Balance, (d) with respect to the Distribution Date on the eighth anniversary of the first Distribution Date, 45% of the related Original Group D-B Balance and (e) with respect to the Distribution Date on the ninth anniversary of the first Distribution Date, 50% of the related Original Group D-B Balance. However, any such reduction not permitted on the first Distribution Date as to which such decrease applies, will be permitted on any subsequent Distribution Date on which the foregoing criteria is satisfied. Notwithstanding the preceding paragraphsforegoing, for any Distribution Date occurring prior to the third anniversary of the first Distribution Date, if (xa) on or before the Distribution Date in June 2010, the Aggregate Subordinated Group D-B Percentage is at least 200% of greater than or equal to twice the Aggregate Subordinated Group D-B Percentage as of the Closing Date, (b) the delinquency test set forth outstanding principal balance of the 60-Day Delinquent Mortgage Loans in the definition Loan Group 1 (averaged over the preceding six month period) as a percentage of Senior Step Down Conditions the Group D-B Balance as of that Distribution Date is satisfied less than 50% and (c) cumulative Realized Losses do not exceed for the Group 1 Mortgage Loans are less than or equal to 20% of the aggregate Class Certificate Balance original Group D-B Balance, the Senior Prepayment Percentage for Group 1 will equal the related Senior Percentage, plus 50% of the Subordinated Certificates related Subordinate Percentage for that Distribution Date, and if on or after the third anniversary of the first Distribution Date (a) the Group D-B Percentage is greater than or equal to twice the Group D-B Percentage as of the Closing Date, (b) the outstanding principal balance of the 60-Day Delinquent Mortgage Loans in Loan Group 1 (averaged over the preceding six month period) as a percentage of the Group D-B Balance as of that Distribution Date is less than 50% and (c) cumulative Realized Losses for the Group 1 Mortgage Loans are less than or equal to 30% of the original Group D-B Balance, then the Senior Prepayment Percentage for Group 1 for such Distribution Date will equal the related Senior Percentage. Notwithstanding the foregoing, no decrease to the Senior Prepayment Percentage for any of the Group 2 or Group 3 Certificates will occur on any Distribution Date as to which that decrease applies if (i) the outstanding aggregate principal balance of the 60-Day Delinquent Mortgage Loans in such Loan Groups (averaged over the preceding six month period), as a percentage of the related Group C-B Balance as of such Distribution Date is equal to or greater than 50% or (ii) cumulative Realized Losses in such Loan Groups exceed (a) with respect to the Distribution Date on the fifth anniversary of the first Distribution Date, 30% of the related Group C-B Balance as of the Closing Date (the “Original Group C-B Balance”), (b) with respect to the Distribution Date on the sixth anniversary of the first Distribution Date, 35% of the related Original Group C-B Balance, (c) with respect to the Distribution Date on the seventh anniversary of the first Distribution Date, 40% of the related Original Group C-B Balance, (d) with respect to the Distribution Date on the eighth anniversary of the first Distribution Date, 45% of the related Original Group C-B Balance and (e) with respect to the Distribution Date on the ninth anniversary of the first Distribution Date, 50% of the related Original Group C-B Balance. However, any such reduction not permitted on the first Distribution Date as to which such decrease applies, will be permitted on any subsequent Distribution Date on which the foregoing criteria is satisfied. Notwithstanding the foregoing, for any Distribution Date occurring prior to the third anniversary of the first Distribution Date, if (a) the Group C-B Percentage is greater than or equal to twice the Group C-B Percentage as of the Closing Date, (b) the outstanding principal balance of the Group C-B Mortgage Loans that are 60-Day Delinquent Mortgage Loans in the related Loan Group (averaged over the preceding six month period) as a percentage of the Group C-B Balance as of that Distribution Date is less than 50% and (c) cumulative Realized Losses for the Group C-B Mortgage Loans are less than or equal to 20% of the original Group C-B Balance, the Senior Prepayment Percentage for each Senior Certificate related Group will equal the related Senior Percentage, plus 50% of the related Subordinate Percentage for that Distribution Date, and if on or after the third anniversary of the first Distribution Date plus 50% of an amount (a) the Group C-B Percentage is greater than or equal to 100% minus twice the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Group C-B Percentage as of the Closing Date, (b) the delinquency test set forth in outstanding principal balance of the definition Group C-B Mortgage Loans that are 60-Day Delinquent Mortgage Loans (averaged over the preceding six month period) as a percentage of Senior Step Down Conditions the Group C-B Balance as of that Distribution Date is satisfied less than 50% and (c) cumulative Realized Losses do not exceed for the Group C-B Mortgage Loans are less than or equal to 30% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing Dateoriginal Group C-B Balance, then the Senior Prepayment Percentage for each Senior Certificate related Group for such Distribution Date will equal the related Senior Percentage. If on any Distribution Date the allocation to any Group of Senior Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the related Senior Prepayment Percentage for such Distribution Date shall be limited to the percentage necessary to reduce the aggregate Class Principal Balance of such Certificates to zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 3 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 3 Senior Percentage for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in January 2010, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for such Distribution Date plus 50% of the Group 3 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in January 2010, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 3 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 3 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 3 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 3 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 3 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 3 Senior Percentage as of the Closing Date or (y) there is no Group 3 Earlier Distribution Date (as defined below), in each of which case the Group 3 Senior Prepayment Percentage shall equal 100%), then the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 3 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 70% of the Group 3 Subordinate Percentage for the current Distribution Date, (2) if the Group 3 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 60% of the Group 3 Subordinate Percentage for the current Distribution Date, (3) if the Group 3 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 40% of the Group 3 Subordinate Percentage for the current Distribution Date, (4) if the Group 3 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 20% of the Group 3 Subordinate Percentage for the current Distribution Date, and (5) if the Group 3 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 3-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 3 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 4 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 4 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 4 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 4 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 4 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 4 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 4 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 4 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 4 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 4 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 4 Senior Percentage for such Distribution Date Date;provided, however, that (unless on x) for any Distribution Date the Senior Percentage of a Senior Certificate Group exceeds the initial Senior Percentage for such Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding the foregoing, no decrease in any Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before prior to the Distribution Date in June 2010, if (i) the Aggregate Subordinated Group 4 Subordinate Percentage for such Distribution Date is at least 200% of greater than or equal to twice the Aggregate Subordinated Group 4 Subordinate Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied Date and (ii) cumulative Realized Losses do not exceed 20% on the Group 4 Loans allocated to the Group 4-B Certificates, as a percentage of the aggregate Class Certificate Principal Balance of the Subordinated Group 4-B Certificates as of the Closing Date, do not exceed 20%, then the Group 4 Senior Prepayment Percentage for each Senior Certificate Group will shall equal the related Group 4 Senior Percentage for that such Distribution Date plus 50% of an amount equal to 100% minus the related Senior Group 4 Subordinate Percentage for that such Distribution Date and (y) for any Distribution Date after the Distribution Date in June 2010, if (i) the Aggregate Subordinated Group 4 Subordinate Percentage for such Distribution Date is at least 200% greater than or equal to twice the Group 4 Subordinate Percentage as of the Aggregate Subordinated Closing Date and (ii) cumulative Realized Losses on the Group 4 Loans allocated to the Group 4-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 4-B Certificates as of the Closing Date, do not exceed 30%, then the Group 4 Senior Prepayment Percentage shall equal the Group 4 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 4 Senior Percentage for such Distribution Date is greater than the Group 4 Senior Percentage as of the Closing Date, then the delinquency test set forth Group 4 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 4 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 4 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 4 Senior Percentage as of the Closing Date or (y) there is no Group 4 Earlier Distribution Date (as defined below), in each of which case the Group 4 Senior Prepayment Percentage shall equal 100%), then the Group 4 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed 30(b) below was met (such date referred to as the “Group 4 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 4 Senior Prepayment Percentage shall equal the Group 4 Senior Percentage for the current Distribution Date plus 70% of the Group 4 Subordinate Percentage for the current Distribution Date, (2) if the Group 4 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 4 Senior Prepayment Percentage shall equal the Group 4 Senior Percentage for the current Distribution Date plus 60% of the Group 4 Subordinate Percentage for the current Distribution Date, (3) if the Group 4 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 4 Senior Prepayment Percentage shall equal the Group 4 Senior Percentage for the current Distribution Date plus 40% of the Group 4 Subordinate Percentage for the current Distribution Date, (4) if the Group 4 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 4 Senior Prepayment Percentage shall equal the Group 4 Senior Percentage for the current Distribution Date plus 20% of the Group 4 Subordinate Percentage for the current Distribution Date, and (5) if the Group 4 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 4 Senior Prepayment Percentage shall equal the Group 4 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 4 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC III) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 4-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 4 Loans allocated to the Group 4-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 4-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 4-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 4 Senior Prepayment Percentage for each Senior Certificate Group will equal such Distribution Date shall be limited to the related Senior Percentagepercentage necessary to reduce such aggregate Class Principal Balance to zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 3 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 3 Senior Percentage for such Distribution Date Date;provided, however, that (unless on x) for any Distribution Date the Senior Percentage of a Senior Certificate Group exceeds the initial Senior Percentage for such Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding the foregoing, no decrease in any Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before prior to the Distribution Date in June 2010, if (i) the Aggregate Subordinated Group 3 Subordinate Percentage for such Distribution Date is at least 200% of greater than or equal to twice the Aggregate Subordinated Group 3 Subordinate Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied Date and (ii) cumulative Realized Losses do not exceed 20% on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage for each Senior Certificate Group will shall equal the related Group 3 Senior Percentage for that such Distribution Date plus 50% of an amount equal to 100% minus the related Senior Group 3 Subordinate Percentage for that such Distribution Date and (y) for any Distribution Date after the Distribution Date in June 2010, if (i) the Aggregate Subordinated Group 3 Subordinate Percentage for such Distribution Date is at least 200% greater than or equal to twice the Group 3 Subordinate Percentage as of the Aggregate Subordinated Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Percentage for such Distribution Date is greater than the Group 3 Senior Percentage as of the Closing Date, then the delinquency test set forth Group 3 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 3 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 3 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 3 Senior Percentage as of the Closing Date or (y) there is no Group 3 Earlier Distribution Date (as defined below), in each of which case the Group 3 Senior Prepayment Percentage shall equal 100%), then the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed 30(b) below was met (such date referred to as the “Group 3 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 70% of the Group 3 Subordinate Percentage for the current Distribution Date, (2) if the Group 3 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 60% of the Group 3 Subordinate Percentage for the current Distribution Date, (3) if the Group 3 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 40% of the Group 3 Subordinate Percentage for the current Distribution Date, (4) if the Group 3 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 20% of the Group 3 Subordinate Percentage for the current Distribution Date, and (5) if the Group 3 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the Closing current Distribution Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage.or

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 3 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 3 Senior Percentage for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in April 2008, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for such Distribution Date plus 50% of the Group 3 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in April 2008, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 3 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 3 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 3 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 3 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 3 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 3 Senior Percentage as of the Closing Date or (y) there is no Earlier Distribution Date (as defined below), in each of which case the Group 3 Senior Prepayment Percentage shall equal 100%), then the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 70% of the Group 3 Subordinate Percentage for the current Distribution Date, (2) if the Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 60% of the Group 3 Subordinate Percentage for the current Distribution Date, (3) if the Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 40% of the Group 3 Subordinate Percentage for the current Distribution Date, (4) if the Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 20% of the Group 3 Subordinate Percentage for the current Distribution Date, and (5) if the Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC I) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Class 3-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 3 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on tenth anniversary of the first Distribution Date, 100%. The related the Group 5 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh tenth anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 5 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the tenth anniversary but before the eleventh anniversary of the first year thereafterDistribution Date, the related Group 5 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 5 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereleventh anniversary but before the twelfth anniversary of the first Distribution Date, the related Group 5 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 5 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereaftertwelfth anniversary but before the thirteenth anniversary of the first Distribution Date, the related Group 5 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 5 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereafterthirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, the related Group 5 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 5 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 5 Senior Percentage for such Distribution Date; provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in June 2009, if (i) the Group 5 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 5 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 5 Loans allocated to the Group 5-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 5-B Certificates as of the Closing Date, do not exceed 20%, then the Group 5 Senior Prepayment Percentage shall equal the Group 5 Senior Percentage for such Distribution Date (unless on any Distribution Date plus 50% of the Senior Group 5 Subordinate Percentage of a Senior Certificate Group exceeds the initial Senior Percentage for such Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding the foregoing, no decrease in and (y) for any Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before Distribution Date after the Distribution Date in June 20102009, if (i) the Aggregate Subordinated Group 5 Subordinate Percentage for such Distribution Date is at least 200% greater than or equal to twice the Group 5 Subordinate Percentage as of the Aggregate Subordinated Closing Date and (ii) cumulative Realized Losses on the Group 5 Loans allocated to the Group 5-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 5-B Certificates as of the Closing Date, do not exceed 30%, then the Group 5 Senior Prepayment Percentage shall equal the Group 5 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 5 Senior Percentage for such Distribution Date is greater than the Group 5 Senior Percentage as of the Closing Date, then the delinquency test set forth Group 5 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the tenth anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 5 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the tenth anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 5 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 5 Senior Percentage as of the Closing Date or (y) there is no Earlier Distribution Date (as defined below), in each of which case the Group 5 Senior Prepayment Percentage shall equal 100%), then the Group 5 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Earlier Distribution Date”) is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 5 Senior Prepayment Percentage shall equal the Group 5 Senior Percentage for the current Distribution Date plus 70% of the Group 5 Subordinate Percentage for the current Distribution Date, (2) if the Earlier Distribution Date is on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, then the Group 5 Senior Prepayment Percentage shall equal the Group 5 Senior Percentage for the current Distribution Date plus 60% of the Group 5 Subordinate Percentage for the current Distribution Date, (3) if the Earlier Distribution Date is on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, then the Group 5 Senior Prepayment Percentage shall equal the Group 5 Senior Percentage for the current Distribution Date plus 40% of the Group 5 Subordinate Percentage for the current Distribution Date, (4) if the Earlier Distribution Date is on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, then the Group 5 Senior Prepayment Percentage shall equal the Group 5 Senior Percentage for the current Distribution Date plus 20% of the Group 5 Subordinate Percentage for the current Distribution Date, and (5) if the Earlier Distribution Date is on or after the fourteenth anniversary of the first Distribution Date, then the Group 5 Senior Prepayment Percentage shall equal the Group 5 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 5 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 5-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 5 Loans allocated to the Group 5-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 5-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eleventh anniversary of the first Distribution Date, 30%, (2) on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, 35%, (3) on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, 40%, (4) on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, 45%, and (5) on or after the fourteenth anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Class 5A, Class 5A-1B and Class 5X-PPP Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 5 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As to a Senior Certificate Group and any Distribution Date during the seven ten years beginning on the first Distribution Date, 100%. The related Senior Prepayment Percentage for any Distribution Date occurring on or after the seventh tenth anniversary of the first Distribution Date will, except as provided in this Agreement, be as follows: for any Distribution Date in the first year thereafter, the related Senior Percentage plus 70% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the second year thereafter, the related Senior Percentage plus 60% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the third year thereafter, the related Senior Percentage plus 40% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the fourth year thereafter, the related Senior Percentage plus 20% of the related Subordinated Percentage for such Distribution Date; and for any Distribution Date thereafter, the related Senior Percentage for such Distribution Date (unless on any Distribution Date the related Senior Percentage of a Senior Certificate Group exceeds the initial Senior Percentage for of such Senior Certificate Group as of the Closing Date, in which case the related Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding the foregoing, (i) no decrease in any the Senior Prepayment Percentage will occur unless both of the Senior Step Down Conditions are satisfied with respect to all of each Loan Group and (ii) if the Mortgage Loans. Notwithstanding the preceding paragraphsTwo Times Test is satisfied on a Distribution Date, if (xa) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 20% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing DateFebruary 2008, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that Distribution Date plus 50% of an amount equal to 100% minus the related Senior Pro Rata Subordinated Percentage for that Distribution Date and (yb) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing DateFebruary 2008, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on tenth anniversary of the first Distribution Date, 100%. The related the Group 3 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh tenth anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the tenth anniversary but before the eleventh anniversary of the first year thereafterDistribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereleventh anniversary but before the twelfth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereaftertwelfth anniversary but before the thirteenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereafterthirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 3 Senior Percentage for such Distribution Date; provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in September 2009, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for such Distribution Date plus 50% of the Group 3 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in September 2009, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 3 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 3 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 3 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the tenth anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 3 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the tenth anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 3 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 3 Senior Percentage as of the Closing Date or (y) there is no Earlier Distribution Date (as defined below), in each of which case the Group 3 Senior Prepayment Percentage shall equal 100%), then the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Earlier Distribution Date”) is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 70% of the Group 3 Subordinate Percentage for the current Distribution Date, (2) if the Earlier Distribution Date is on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 60% of the Group 3 Subordinate Percentage for the current Distribution Date, (3) if the Earlier Distribution Date is on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 40% of the Group 3 Subordinate Percentage for the current Distribution Date, (4) if the Earlier Distribution Date is on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 20% of the Group 3 Subordinate Percentage for the current Distribution Date, and (5) if the Earlier Distribution Date is on or after the fourteenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eleventh anniversary of the first Distribution Date, 30%, (2) on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, 35%, (3) on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, 40%, (4) on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, 45%, and (5) on or after the fourteenth anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Class 3A-1A, Class 3A-1B, Class 3A-1C and Class 3X-1 Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 3 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As to a Senior Certificate Group and any Distribution Date during the seven years beginning on the first Distribution Date, 100%. The related Senior Prepayment Percentage for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date will, except as provided in this Agreement, be as follows: for any Distribution Date in the first year thereafter, the related Senior Percentage plus 70% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the second year thereafter, the related Senior Percentage plus 60% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the third year thereafter, the related Senior Percentage plus 40% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the fourth year thereafter, the related Senior Percentage plus 20% of the related Subordinated Percentage for such Distribution Date; and for any Distribution Date thereafter, the related Senior Percentage for such Distribution Date (unless on any Distribution Date the Senior Percentage of a Senior Certificate Group exceeds the initial Senior Percentage for such Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding the foregoing, no decrease in any the Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphsforegoing, if (x) on or before the Distribution Date in June 2010September 2008, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in clause (i) of the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 20% of the aggregate Class Certificate Balance of the Original Subordinated Certificates as of the Closing DatePrincipal Balance, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that Distribution Date plus 50% of an amount equal to 100% minus the related Senior Subordinated Percentage for that Distribution Date and (y) after the Distribution Date in June 2010September 2008, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in clause (i) of the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing DateOriginal Subordinate Principal Balance, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior PercentagePercentage for that Distribution Date.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 3 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 3 Senior Percentage for such Distribution Date; provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in August 2009, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for such Distribution Date plus 50% of the Group 3 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in August 2009, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 3 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 3 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 3 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 3 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 3 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 3 Senior Percentage as of the Closing Date or (y) there is no Group 3 Earlier Distribution Date (as defined below), in each of which case the Group 3 Senior Prepayment Percentage shall equal 100%), then the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 3 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 70% of the Group 3 Subordinate Percentage for the current Distribution Date, (2) if the Group 3 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 60% of the Group 3 Subordinate Percentage for the current Distribution Date, (3) if the Group 3 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 40% of the Group 3 Subordinate Percentage for the current Distribution Date, (4) if the Group 3 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 20% of the Group 3 Subordinate Percentage for the current Distribution Date, and (5) if the Group 3 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 3-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 3 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 3 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 3 Senior Percentage for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in December 2009, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for such Distribution Date plus 50% of the Group 3 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in December 2009, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 3 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 3 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 3 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 3 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 3 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 3 Senior Percentage as of the Closing Date or (y) there is no Group 3 Earlier Distribution Date (as defined below), in each of which case the Group 3 Senior Prepayment Percentage shall equal 100%), then the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 3 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 70% of the Group 3 Subordinate Percentage for the current Distribution Date, (2) if the Group 3 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 60% of the Group 3 Subordinate Percentage for the current Distribution Date, (3) if the Group 3 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 40% of the Group 3 Subordinate Percentage for the current Distribution Date, (4) if the Group 3 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 20% of the Group 3 Subordinate Percentage for the current Distribution Date, and (5) if the Group 3 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 3-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 3 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 4 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 4 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 4 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 4 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 4 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 4 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 4 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 4 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 4 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 4 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 4 Senior Percentage for such Distribution Date; provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in February 2010, if (i) the Group 4 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 4 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 4 Loans allocated to the Group 4-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 4-B Certificates as of the Closing Date, do not exceed 20%, then the Group 4 Senior Prepayment Percentage shall equal the Group 4 Senior Percentage for such Distribution Date plus 50% of the Group 4 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in February 2010, if (i) the Group 4 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 4 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 4 Loans allocated to the Group 4-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 4-B Certificates as of the Closing Date, do not exceed 30%, then the Group 4 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 4 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 4 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 4 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 4 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 4 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 4 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 4 Senior Percentage as of the Closing Date or (y) there is no Group 4 Earlier Distribution Date (as defined below), in each of which case the Group 4 Senior Prepayment Percentage shall equal 100%), then the Group 4 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 4 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 4 Senior Prepayment Percentage shall equal the Group 4 Senior Percentage for the current Distribution Date plus 70% of the Group 4 Subordinate Percentage for the current Distribution Date, (2) if the Group 4 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 4 Senior Prepayment Percentage shall equal the Group 4 Senior Percentage for the current Distribution Date plus 60% of the Group 4 Subordinate Percentage for the current Distribution Date, (3) if the Group 4 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 4 Senior Prepayment Percentage shall equal the Group 4 Senior Percentage for the current Distribution Date plus 40% of the Group 4 Subordinate Percentage for the current Distribution Date, (4) if the Group 4 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 4 Senior Prepayment Percentage shall equal the Group 4 Senior Percentage for the current Distribution Date plus 20% of the Group 4 Subordinate Percentage for the current Distribution Date, and (5) if the Group 4 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 4 Senior Prepayment Percentage shall equal the Group 4 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 4 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC III) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 4-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 4 Loans allocated to the Group 4-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 4-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 4-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 4 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 3 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 3 Senior Percentage for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in April 2010, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for such Distribution Date plus 50% of the Group 3 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in April 2010, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 3 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 3 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 3 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 3 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 3 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 3 Senior Percentage as of the Closing Date or (y) there is no Group 3 Earlier Distribution Date (as defined below), in each of which case the Group 3 Senior Prepayment Percentage shall equal 100%), then the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 3 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 70% of the Group 3 Subordinate Percentage for the current Distribution Date, (2) if the Group 3 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 60% of the Group 3 Subordinate Percentage for the current Distribution Date, (3) if the Group 3 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 40% of the Group 3 Subordinate Percentage for the current Distribution Date, (4) if the Group 3 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 20% of the Group 3 Subordinate Percentage for the current Distribution Date, and (5) if the Group 3 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC III) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 3-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 3 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 1 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 1 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 1 Senior Percentage for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in October 2009, if (i) the Group 1 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 1 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 1 Loans allocated to the Group 1-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 1-B Certificates as of the Closing Date, do not exceed 20%, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for such Distribution Date plus 50% of the Group 1 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in October 2009, if (i) the Group 1 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 1 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 1 Loans allocated to the Group 1-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 1-B Certificates as of the Closing Date, do not exceed 30%, then the Group 1 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 1 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 1 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 1 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 1 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 1 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 1 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 1 Senior Percentage as of the Closing Date or (y) there is no Group 1 Earlier Distribution Date (as defined below), in each of which case the Group 1 Senior Prepayment Percentage shall equal 100%), then the Group 1 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 1 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 70% of the Group 1 Subordinate Percentage for the current Distribution Date, (2) if the Group 1 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 60% of the Group 1 Subordinate Percentage for the current Distribution Date, (3) if the Group 1 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 40% of the Group 1 Subordinate Percentage for the current Distribution Date, (4) if the Group 1 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 20% of the Group 1 Subordinate Percentage for the current Distribution Date, and (5) if the Group 1 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 1 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC I) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 1-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 1 Loans allocated to the Group 1-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 1-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 1-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 1 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As to a Senior Certificate Group and any Distribution Date during the seven years beginning on the first Distribution Date, 100%. The related Senior Prepayment Percentage for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date will, except as provided in this Agreement, be as follows: for any Distribution Date in the first year thereafter, the related Senior Percentage plus 70% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the second year thereafter, the related Senior Percentage plus 60% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the third year thereafter, the related Senior Percentage plus 40% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the fourth year thereafter, the related Senior Percentage plus 20% of the related Subordinated Percentage for such Distribution Date; and for any Distribution Date thereafter, the related Senior Percentage for such Distribution Date (unless on any Distribution Date the Senior Percentage of a Senior Certificate Group exceeds the initial Senior Percentage for such Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding the foregoing, no decrease in any Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June December 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 20% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that Distribution Date plus 50% of an amount equal to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June December 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 3 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 3 Senior Percentage for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in September 2009, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for such Distribution Date plus 50% of the Group 3 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in September 2009, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 3 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 3 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 3 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 3 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 3 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 3 Senior Percentage as of the Closing Date or (y) there is no Group 3 Earlier Distribution Date (as defined below), in each of which case the Group 3 Senior Prepayment Percentage shall equal 100%), then the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 3 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 70% of the Group 3 Subordinate Percentage for the current Distribution Date, (2) if the Group 3 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 60% of the Group 3 Subordinate Percentage for the current Distribution Date, (3) if the Group 3 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 40% of the Group 3 Subordinate Percentage for the current Distribution Date, (4) if the Group 3 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 20% of the Group 3 Subordinate Percentage for the current Distribution Date, and (5) if the Group 3 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 3-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 3 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 3 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 3 Senior Percentage for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in November 2009, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for such Distribution Date plus 50% of the Group 3 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in November 2009, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 3 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 3 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 3 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 3 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 3 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 3 Senior Percentage as of the Closing Date or (y) there is no Group 3 Earlier Distribution Date (as defined below), in each of which case the Group 3 Senior Prepayment Percentage shall equal 100%), then the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 3 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 70% of the Group 3 Subordinate Percentage for the current Distribution Date, (2) if the Group 3 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 60% of the Group 3 Subordinate Percentage for the current Distribution Date, (3) if the Group 3 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 40% of the Group 3 Subordinate Percentage for the current Distribution Date, (4) if the Group 3 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 20% of the Group 3 Subordinate Percentage for the current Distribution Date, and (5) if the Group 3 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 3-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 3 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 3 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 3 Senior Percentage for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in March 2010, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for such Distribution Date plus 50% of the Group 3 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in March 2010, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 3 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 3 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 3 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 3 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 3 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 3 Senior Percentage as of the Closing Date or (y) there is no Group 3 Earlier Distribution Date (as defined below), in each of which case the Group 3 Senior Prepayment Percentage shall equal 100%), then the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 3 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 70% of the Group 3 Subordinate Percentage for the current Distribution Date, (2) if the Group 3 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 60% of the Group 3 Subordinate Percentage for the current Distribution Date, (3) if the Group 3 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 40% of the Group 3 Subordinate Percentage for the current Distribution Date, (4) if the Group 3 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 20% of the Group 3 Subordinate Percentage for the current Distribution Date, and (5) if the Group 3 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 3-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 3 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 3 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 3 Senior Percentage for such Distribution Date; provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in February 2010, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for such Distribution Date plus 50% of the Group 3 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in February 2010, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 3 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 3 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 3 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 3 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 3 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 3 Senior Percentage as of the Closing Date or (y) there is no Group 3 Earlier Distribution Date (as defined below), in each of which case the Group 3 Senior Prepayment Percentage shall equal 100%), then the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 3 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 70% of the Group 3 Subordinate Percentage for the current Distribution Date, (2) if the Group 3 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 60% of the Group 3 Subordinate Percentage for the current Distribution Date, (3) if the Group 3 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 40% of the Group 3 Subordinate Percentage for the current Distribution Date, (4) if the Group 3 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 20% of the Group 3 Subordinate Percentage for the current Distribution Date, and (5) if the Group 3 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 3-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 3 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 2 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 2 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 2 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 2 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 2 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 2 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 2 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 2 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 2 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 2 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 2 Senior Percentage for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in October 2009, if (i) the Group 2 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 2 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 2 Loans allocated to the Group 2-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 2-B Certificates as of the Closing Date, do not exceed 20%, then the Group 2 Senior Prepayment Percentage shall equal the Group 2 Senior Percentage for such Distribution Date plus 50% of the Group 2 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in October 2009, if (i) the Group 2 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 2 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 2 Loans allocated to the Group 2-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 2-B Certificates as of the Closing Date, do not exceed 30%, then the Group 2 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 2 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 2 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 2 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 2 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 2 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 2 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 2 Senior Percentage as of the Closing Date or (y) there is no Group 2 Earlier Distribution Date (as defined below), in each of which case the Group 2 Senior Prepayment Percentage shall equal 100%), then the Group 2 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 2 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 2 Senior Prepayment Percentage shall equal the Group 2 Senior Percentage for the current Distribution Date plus 70% of the Group 2 Subordinate Percentage for the current Distribution Date, (2) if the Group 2 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 2 Senior Prepayment Percentage shall equal the Group 2 Senior Percentage for the current Distribution Date plus 60% of the Group 2 Subordinate Percentage for the current Distribution Date, (3) if the Group 2 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 2 Senior Prepayment Percentage shall equal the Group 2 Senior Percentage for the current Distribution Date plus 40% of the Group 2 Subordinate Percentage for the current Distribution Date, (4) if the Group 2 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 2 Senior Prepayment Percentage shall equal the Group 2 Senior Percentage for the current Distribution Date plus 20% of the Group 2 Subordinate Percentage for the current Distribution Date, and (5) if the Group 2 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 2 Senior Prepayment Percentage shall equal the Group 2 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 2 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 2-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 2 Loans allocated to the Group 2-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 2-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 2-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 2 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 3 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 3 Senior Percentage for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in May 2010, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for such Distribution Date plus 50% of the Group 3 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in May 2010, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 3 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 3 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 3 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 3 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 3 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 3 Senior Percentage as of the Closing Date or (y) there is no Group 3 Earlier Distribution Date (as defined below), in each of which case the Group 3 Senior Prepayment Percentage shall equal 100%), then the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 3 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 70% of the Group 3 Subordinate Percentage for the current Distribution Date, (2) if the Group 3 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 60% of the Group 3 Subordinate Percentage for the current Distribution Date, (3) if the Group 3 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 40% of the Group 3 Subordinate Percentage for the current Distribution Date, (4) if the Group 3 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 20% of the Group 3 Subordinate Percentage for the current Distribution Date, and (5) if the Group 3 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC III) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 3-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 3 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As to a Senior Certificate Group and any Distribution Date during the seven ten years beginning on the first Distribution Date, 100%. The related Senior Prepayment Percentage for any Distribution Date occurring on or after the seventh tenth anniversary of the first Distribution Date will, except as provided in this Agreement, be as follows: for any Distribution Date in the first year thereafter, the related Senior Percentage plus 70% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the second year thereafter, the related Senior Percentage plus 60% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the third year thereafter, the related Senior Percentage plus 40% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the fourth year thereafter, the related Senior Percentage plus 20% of the related Subordinated Percentage for such Distribution Date; and for any Distribution Date thereafter, the related Senior Percentage for such Distribution Date (unless on any Distribution Date the related Senior Percentage exceeds the Senior Percentage of a Senior Certificate Group exceeds the initial Senior Percentage for such Senior Certificate Group as of the Closing Date, in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding the foregoing, no decrease in any the related Senior Prepayment Percentage will occur unless both of the Senior Step Down Conditions are satisfied with respect to all of the Mortgage LoansLoan Groups. Notwithstanding the preceding paragraphsforegoing, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions Two Times Test is satisfied and cumulative Realized Losses do not exceed 20% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing on a Distribution Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal (x) if such Distribution Date is on or prior to the Distribution Date in February 2009, the related Senior Percentage for that such Distribution Date plus 50% of an amount equal to 100% minus the related Senior Subordinated Percentage for that Distribution Date and (y) if such Distribution Date is after the Distribution Date in June 2010February 2009, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 1 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 1 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 1 Senior Percentage for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in April 2010, if (i) the Group 1 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 1 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 1 Loans allocated to the Group 1-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 1-B Certificates as of the Closing Date, do not exceed 20%, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for such Distribution Date plus 50% of the Group 1 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in April 2010, if (i) the Group 1 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 1 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 1 Loans allocated to the Group 1-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 1-B Certificates as of the Closing Date, do not exceed 30%, then the Group 1 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 1 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 1 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 1 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 1 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 1 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 1 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 1 Senior Percentage as of the Closing Date or (y) there is no Group 1 Earlier Distribution Date (as defined below), in each of which case the Group 1 Senior Prepayment Percentage shall equal 100%), then the Group 1 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 1 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 70% of the Group 1 Subordinate Percentage for the current Distribution Date, (2) if the Group 1 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 60% of the Group 1 Subordinate Percentage for the current Distribution Date, (3) if the Group 1 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 40% of the Group 1 Subordinate Percentage for the current Distribution Date, (4) if the Group 1 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 20% of the Group 1 Subordinate Percentage for the current Distribution Date, and (5) if the Group 1 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 1 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC I) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 1-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 1 Loans allocated to the Group 1-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 1-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 1-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 1 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As to a Senior Certificate Group and any Distribution Date during the seven years beginning on the first Distribution Date, 100%. The related Senior Prepayment Percentage for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date will, except as provided in this Agreement, be as follows: for any Distribution Date in the first year thereafter, the related Senior Percentage plus 70% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the second year thereafter, the related Senior Percentage plus 60% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the third year thereafter, the related Senior Percentage plus 40% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the fourth year thereafter, the related Senior Percentage plus 20% of the related Subordinated Percentage for such Distribution Date; and for any Distribution Date thereafter, the related Senior Percentage for such Distribution Date (unless on any Distribution Date the Senior Percentage of a Senior Certificate Group exceeds the initial Senior Percentage for such Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding the foregoing, no decrease in any Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June May 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 20% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that Distribution Date plus 50% of an amount equal to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June May 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 3 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 3 Senior Percentage for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in February 2010, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for such Distribution Date plus 50% of the Group 3 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in February 2010, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 3 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 3 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 3 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 3 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 3 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 3 Senior Percentage as of the Closing Date or (y) there is no Group 3 Earlier Distribution Date (as defined below), in each of which case the Group 3 Senior Prepayment Percentage shall equal 100%), then the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 3 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 70% of the Group 3 Subordinate Percentage for the current Distribution Date, (2) if the Group 3 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 60% of the Group 3 Subordinate Percentage for the current Distribution Date, (3) if the Group 3 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 40% of the Group 3 Subordinate Percentage for the current Distribution Date, (4) if the Group 3 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 20% of the Group 3 Subordinate Percentage for the current Distribution Date, and (5) if the Group 3 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 3-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 3 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on tenth anniversary of the first Distribution Date, 100%. The related the Group 3 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh tenth anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the tenth anniversary but before the eleventh anniversary of the first year thereafterDistribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereleventh anniversary but before the twelfth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereaftertwelfth anniversary but before the thirteenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereafterthirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, the related Group 3 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 3 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 3 Senior Percentage for such Distribution Date; provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in August 2009, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for such Distribution Date plus 50% of the Group 3 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in August 2009, if (i) the Group 3 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 3 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 3 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 3 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 3 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the tenth anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 3 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the tenth anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 3 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 3 Senior Percentage as of the Closing Date or (y) there is no Earlier Distribution Date (as defined below), in each of which case the Group 3 Senior Prepayment Percentage shall equal 100%), then the Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Earlier Distribution Date”) is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 70% of the Group 3 Subordinate Percentage for the current Distribution Date, (2) if the Earlier Distribution Date is on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 60% of the Group 3 Subordinate Percentage for the current Distribution Date, (3) if the Earlier Distribution Date is on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 40% of the Group 3 Subordinate Percentage for the current Distribution Date, (4) if the Earlier Distribution Date is on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date plus 20% of the Group 3 Subordinate Percentage for the current Distribution Date, and (5) if the Earlier Distribution Date is on or after the fourteenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 3-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 3 Loans allocated to the Group 3-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 3-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eleventh anniversary of the first Distribution Date, 30%, (2) on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, 35%, (3) on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, 40%, (4) on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, 45%, and (5) on or after the fourteenth anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Class 3A-1A, Class 3A-1B, Class 3A-1C and Class 3X-PPP Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 3 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 1 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 1 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 1 Senior Percentage for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in July 2009, if (i) the Group 1 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 1 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Mortgage Loans allocated to the Class B Certificates, as a percentage of the aggregate Class Principal Balance of the Class B Certificates as of the Closing Date, do not exceed 20%, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for such Distribution Date plus 50% of the Group 1 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in July 2009, if (i) the Group 1 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 1 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Mortgage Loans allocated to the Class B Certificates, as a percentage of the aggregate Class Principal Balance of the Class B Certificates as of the Closing Date, do not exceed 30%, then the Group 1 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 1 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 1 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 1 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 1 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 1 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 1 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 1 Senior Percentage as of the Closing Date or (y) there is no Group 1 Earlier Distribution Date (as defined below), in each of which case the Group 1 Senior Prepayment Percentage shall equal 100%), then the Group 1 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 1 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 70% of the Group 1 Subordinate Percentage for the current Distribution Date, (2) if the Group 1 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 60% of the Group 1 Subordinate Percentage for the current Distribution Date, (3) if the Group 1 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 40% of the Group 1 Subordinate Percentage for the current Distribution Date, (4) if the Group 1 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 20% of the Group 1 Subordinate Percentage for the current Distribution Date, and (5) if the Group 1 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 1 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC I) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 1 Subordinate Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 1 Loans allocated to the Class B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 1 Subordinate Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 1-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 1 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.

Senior Prepayment Percentage. As Subject to a Senior Certificate Group and the immediately succeeding paragraph, (A) for any Distribution Date during prior to the seven years beginning on seventh anniversary of the first Distribution Date, 100%. The related the Group 1 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date willDate, except as provided in this Agreement, the Group 1 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date in on or after the seventh anniversary but before the eighth anniversary of the first year thereafterDistribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 70% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date in on or after the second year thereaftereighth anniversary but before the ninth anniversary of the first Distribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 60% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date in on or after the third year thereafterninth anniversary but before the tenth anniversary of the first Distribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 40% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date in on or after the fourth year thereaftertenth anniversary but before the eleventh anniversary of the first Distribution Date, the related Group 1 Senior Percentage for such Distribution Date plus 20% of the related Subordinated Group 1 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the related Group 1 Senior Percentage for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in May 2010, if (i) the Group 1 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 1 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 1 Loans allocated to the Group 1-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 1-B Certificates as of the Closing Date, do not exceed 20%, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for such Distribution Date plus 50% of the Group 1 Subordinate Percentage for such Distribution Date and (unless on y) for any Distribution Date after the Distribution Date in May 2010, if (i) the Group 1 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 1 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 1 Loans allocated to the Group 1-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 1-B Certificates as of the Closing Date, do not exceed 30%, then the Group 1 Senior Prepayment Percentage of a Senior Certificate shall equal the Group exceeds the initial 1 Senior Percentage for such Distribution Date. Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 1 Senior Certificate Group in which case the Senior Prepayment Percentage for each Senior Certificate Group for such Distribution Date will once again equal 100%). Notwithstanding is greater than the foregoing, no decrease in any Group 1 Senior Prepayment Percentage will occur unless both Senior Step Down Conditions are satisfied with respect to all of the Mortgage Loans. Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, then the delinquency test set forth Group 1 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the definition Group 1 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 1 Senior Step Down Conditions Percentage for such Distribution Date is satisfied greater than the Group 1 Senior Percentage as of the Closing Date or (y) there is no Group 1 Earlier Distribution Date (as defined below), in each of which case the Group 1 Senior Prepayment Percentage shall equal 100%), then the Group 1 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and cumulative Realized Losses do not exceed (b) below was met (such date referred to as the “Group 1 Earlier Distribution Date”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 70% of the Group 1 Subordinate Percentage for the current Distribution Date, (2) if the Group 1 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 60% of the Group 1 Subordinate Percentage for the current Distribution Date, (3) if the Group 1 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 40% of the Group 1 Subordinate Percentage for the current Distribution Date, (4) if the Group 1 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 20% of the Group 1 Subordinate Percentage for the current Distribution Date, and (5) if the Group 1 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date: (a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 1 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC I) is greater than 50% of the aggregate Class Certificate Principal Balance of the Subordinated Group 1-B Certificates as of the current Distribution Date, or (b) cumulative Realized Losses on the Group 1 Loans allocated to the Group 1-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 1-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%. If on any Distribution Date the allocation to the Group 1-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 1 Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentage for that such Distribution Date plus 50% of an amount equal shall be limited to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in June 2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate Subordinated Percentage as of the Closing Date, the delinquency test set forth in the definition of Senior Step Down Conditions is satisfied and cumulative Realized Losses do not exceed 30% of the percentage necessary to reduce such aggregate Class Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for each Senior Certificate Group will equal the related Senior Percentageto zero.