of Uncertificated REMIC III Pass-Through Rate.
(iv)
As provided
herein the REMIC
Administrator
will make an election to treat the
segregated
pool of assets
consisting of the REMIC I Regular
Interests and the REMIC III Regular
Interests and any proceeds
thereof as a REMIC for federal
income
tax
purposes,
and such
segregated
pool of
assets
will be
designated
as
"REMIC
IV."
Component IV
of the Class R
Certificates will represent the sole class of "residual
interests" in REMIC IV for purposes of the REMIC Provisions under federal
income tax law. 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 IV
Pass-Through
Rate") and initial
principal
amount or
Uncertificated
Principal
Balance for each of the
"regular
interests"
in REMIC IV (the "REMIC IV Regular
Interests").
For federal
income tax
purposes,
payment of (i) any 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 IV Regular
Interest the ownership of which is represented by
the Class of Certificates
receiving such payment.
REMIC IV Regular Interests
I-B-IO-I,
I-B-IO-P,
II-B-IO-I and II-B-IO-P will
not be certificated.
120
The Classes of the Certificates shall have the following designations, initial principal amounts and Pass-Through Rates:
Designation
Initial Principal Amount
Pass-Through Rate
____________________________________________________________________________________________
I-A-1
$208,033,000
(1)
I-A-2
$104,016,000
(1)
I-A-3
$34,672,000
(1)
I-X
Notional
(2)
I-B-1
$9,561,000
(1)
I-B-2
$8,390,000
(1)
I-B-3
$2,537,000
(1)
I-B-4
$4,878,000
(1)
I-B-5
$2,537,000
(1)
I-B-6
$1,951,000
(1)
I-B-7
$3,317,000
(1)
I-B-8
$1,951,000
(1)
I-B-9
$1,951,000
(1)
II-1A-1
$362,195,000
(1)
II-1A-2
$181,097,000
(1)
II-1A-3
$60,366,000
(1)
II-2A-1
$241,679,000
(1)
II-B-1
$31,378,000
(1)
II-B-2
$18,265,000
(1)
II-B-3
$4,683,000
(1)
II-B-4
$5,620,000
(1)
II-B-5
$5,152,000
(1)
II-B-6
$17,797,000
(1)
I-XP-1
N/A
(3)
I-XP-2
N/A
(3)
II-XP
N/A
(3)
I-B-IO
$6,437,873.76
(4)
II-B-IO
$8,429,232.00
(5)
Component IV of the Class R
N/A
N/A
______________________________
(1)
The Class I-A-1,
Class I-A-2,
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-1A-1,
Class II-1A-2,
Class II-1A-3,
Class II-2A-1,
Class II-B-1, Class II-B-2, Class
II-B-3,
Class II-B-4,
Class II-B-5 and Class II-B-6 Certificates will bear interest at a pass-through rate equal to the least of
(i) One-Month