The following table
irrevocably
sets forth the designation,
the Pass-Through
Rate
for the Class of Certificates
bearing the same
designation
(which is, with the substitution of the
Modified
Net Rate Cap in each
place
where the Net Rate Cap occurs in the case of the Class I-A and
Class I-B
Certificates,
the
Uncertificated
REMIC III
Pass-Through
Rate) and
initial
principal
amount or
Uncertificated
Principal
Balance for each of the "regular
interests" in REMIC III
(the
"REMIC III
Regular
Interests").
For
federal
income tax
purposes,
payment of (i) any Basis Risk
Shortfall or Basis Risk
Shortfall
Carry Forward
Amount to any Class of
Certificates,
(ii) in the
case of the Class I-A or Class I-B
Certificates,
interest accrued at a Pass-Through
Rate in excess
of the Modified
Net Rate Cap,
and (iii) any amounts to the Class I-XP and Class II-XP
Certificates
(which
shall not be treated as an
interest
in any REMIC,
but as a
pass-through
interest
in the
Trust
entitled to any
prepayment
penalties
payable with respect to the Group I Mortgage Loans and
Group II Mortgage
Loans,
respectively)
shall be treated as paid
outside of any REMIC formed under
this
Agreement
and shall not be part of the
entitlement
of the REMIC
III
Regular
Interest
the
ownership of which is represented
by the Class of
Certificates
receiving
such payment.
REMIC III
Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P will not be certificated.
The
Classes
of the
Certificates
shall
have the
following
designations,
initial
principal
amounts and Pass-Through Rates:
Designation
Initial Principal
Pass-Through Rate
_________________________________________________________________________________________________
I-A-1
$232,835,000.00
(1)
I-A-2A
$65,000,000.00
(1)
Underlying I-A-2B
$51,418,000.00
(1)
I-A-3
$38,806,000.00
(1)
I-X
Notional
(2)
I-B-1
$10,394,000.00
(1)
I-B-2
$8,229,000.00
(1)
I-B-3
$3,032,000.00
(1)
I-B-4
$5,414,000.00
(1)
I-B-5
$3,032,000.00
(1)
I-B-6
$2,166,000.00
(1)
I-B-7
$2,382,000.00
(1)
I-B-8
$2,166,000.00
(1)
I-B-9
$2,166,000.00
(1)
II-A-1
$203,623,000.00
(1)
II-A-2A
$44,518,000.00
(1)
Underlying II-A-2B
$57,293,000.00
(1)
II-A-3
$33,937,000.00
(1)
II-B-1
$13,620,000.00
(1)
II-B-2
$7,567,000.00
(1)
II-B-3
$5,486,000.00
(1)
II-B-4
$2,081,000.00
(1)
II-B-5
$7,378,000.00
(1)
I-XP-1
N/A
(3)
I-XP-2
N/A
(3)
II-XP
N/A
(3)
I-B-IO
$6,061,502.12
(4)
II-B-IO
$2,836,472.62
(5)
Component III of the Class R
N/A
N/A
________________
(1)
The Class I-A-1,
Class I-A-2A,
Underlying
Class
I-A-2B,
Class I-A-3,
Class I-B-1,
Class I-B-2,
Class I-B-3,
Class I-B-4,
Class I-B-5,
Class I-B-6,
Class I-B-7,
Class I-B-8, Class I-B-9, Class
II-A-1,
Class II-A-2A,
Underlying Class II-A-2B,
Class II-A-3,
Class II-B-1,
Class II-B-2, Class
II-B-3,
Class II-B-4 and Class II-B-5
Certificates
will bear interest at a pass-through rate equal
to the least of (i)
One-Month
LIBOR plus the
related
Margin,
(ii) 10.50% per annum and (iii) the
related Net Rate Cap. With respect to the Group I
Certificates
on any
Distribution
Date occurring
in or after
November
2016,
in which an amount is payable
to the Final
Maturity
Reserve
Account
pursuant to Section
4.10,
if the Maximum
Coupon
Strip Rate
exceeds
the Coupon
Strip Rate,
for
federal income tax purposes,
each REMIC III Regular Interest,
the ownership of which is represented
by the Class I-A Certificates and Class I-B
Certificates,