REMIC III Clause Samples

REMIC III. As provided herein, the Securities Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III.” The Class R-III Interest will evidence the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Classes of Certificates. Class A-1 Variable(2 ) $ 224,129,000.00 October 25, 2036 Class A-2A Variable(2 ) $ 162,668,000.00 October 25, 2036 Class A-2B Variable(2 ) $ 64,609,000.00 October 25, 2036 Class A-2C Variable(2 ) $ 46,482,000.00 October 25, 2036 Class A-2D Variable(2 ) $ 40,901,000.00 October 25, 2036 Class M-1 Variable(2 ) $ 27,747,000.00 October 25, 2036 Class M-2 Variable(2 ) $ 25,991,000.00 October 25, 2036 Class M-3 Variable(2 ) $ 15,103,000.00 October 25, 2036 Class M-4 Variable(2 ) $ 12,996,000.00 October 25, 2036 Class M-5 Variable(2 ) $ 12,996,000.00 October 25, 2036 Class M-6 Variable(2 ) $ 11,591,000.00 October 25, 2036 Class M-7 Variable(2 ) $ 11,591,000.00 October 25, 2036 Class M-8 Variable(2 ) $ 9,834,000.00 October 25, 2036 Class M-9 Variable(2 ) $ 8,078,000.00 October 25, 2036 Class M-10 Variable(2 ) $ 4,917,000.00 October 25, 2036 Class M-11 Variable(2 ) $ 7,025,000.00 October 25, 2036 Class P N/A(3 ) $ 100.00 October 25, 2036 Class CE N/A(4 ) $ 15,804,176.16 October 25, 2036 Class IO Interest N/A(5 ) (5 ) October 25, 2036

REMIC III. 49 REMIC III Group I Diverted Excess Spread.....................................49 REMIC III Group II Diverted Excess Spread....................................49 REMIC III Group I Interest Loss Allocation Amount............................49 REMIC III Group II Interest Loss Allocation Amount...........................49 REMIC III Group I Overcollateralized Amount..................................49 REMIC III Group II Overcollateralized Amount.................................50 REMIC III Group I Principal Loss Allocation Amount...........................50 REMIC III Group II Principal Loss Allocation Amount..........................50 REMIC III Group I Regular Interests..........................................50 REMIC III Group II Regular Interests.........................................50 REMIC III Group I Required Overcollateralization Amount......................50 REMIC III Group II Required Overcollateralized Amount........................50 REMIC III Regular Interest LT3-AI-AA.........................................50 REMIC III Regular Interest LT3-AI-1..........................................50 REMIC III Regular Interest LT3-AI-2..........................................51 REMIC III Regular Interest LT3-AI-3..........................................51 REMIC III Regular Interest LT3-AI-4..........................................51 REMIC III Regular Interest LT3-AI-5..........................................51 REMIC III Regular Interest LT3-AI-6..........................................51 REMIC III Regular Interest LT3-AI-ZZ Maximum Interest Deferral Amount ............................................................................51 REMIC III Regular Interest LT3-IAIO..........................................51 REMIC III Regular Interest LT3-AII-AA........................................52 REMIC III Regular Interest LT3-AII-1.........................................52 REMIC III Regular Interest LT3-AII-ZZ........................................52 REMIC III Regular Interest LT3-AII-ZZ Maximum Interest Deferral Amount ............................................................................52

REMIC III. On each Distribution Date, the Paying Agent shall withdraw from the Distribution Account an amount equal to the Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Interest, which shall be distributed in accordance with Section 6.5(c)) and Excess Liquidation Proceeds) in the following amounts and order of priority:

REMIC III. 50 REMIC III Group I Diverted Excess Spread.....................................50 REMIC III Group II Diverted Excess Spread....................................50 REMIC III Group I Interest Loss Allocation Amount............................50 REMIC III Group II Interest Loss Allocation Amount...........................50 REMIC III Group I Overcollateralized Amount..................................50 REMIC III Group II Overcollateralized Amount.................................50

REMIC III. On each Distribution Date, all Realized Losses and Expense Losses on the REMIC II Regular Interests for such Distribution Date (or for prior Distribution Dates, to the extent not previously allocated) shall be allocated to the REMIC Regular Certificates in Reverse Sequential Order, with such reductions being allocated among the Class A-1, Class A-1A, Class A-2, Class A-3 and Class A-4 Certificates and, in the case of interest, Class X and Class X-Y Certificates, pro rata (treating principal and interest losses separately), in each case reducing (A) the Certificate Balance of such Class (excluding the Class X and the Class X-Y Certificates) until such Certificate Balance is reduced to zero; (B) Unpaid Interest owing to such Class to the extent thereof; and (C) Distributable Certificate Interest owing to such Class, provided that Realized Losses and Expense Losses shall not reduce the Aggregate Certificate Balance of the REMIC Regular Certificates below the sum of the Aggregate Certificate Balances of the REMIC II Regular Interests.

REMIC III. On each Distribution Date, following the distributions with respect to the Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the Principal Balance Certificates on such Distribution Date will be allocated to the respective Classes of the Principal Balance Certificates as follows: (i) first, to the Class H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates, the Class D Certificates, the Class C Certificates, the Class B Certificates and the Class A-S Certificates, in that order, in each case in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such Aggregate Certificate Balance is reduced to zero; and (ii) then, to the Class A-1 Certificates, the Class A-2 Certificates, Class A-3 Certificates and the Class A-4 Certificates, on a pro rata basis in accordance with, and in reduction of, the respective Aggregate Certificate Balances of such Classes of Principal Balance Certificates until such Aggregate Certificate Balances are reduced to zero.

REMIC III. As provided herein, the Trust Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests and the REMIC II Regular Interests and certain other related assets (exclusive of the Class C-B-1, Class 7-A-3, Class 7-A-4 and Class 7-M-4 Interest Rate Cap Agreements and assets held in the Basis Risk Reserve Funds, the Class C-B-1, Class 7-A-3, Class 7-A-4 and Class 7-M-4 Interest Rate Cap Accounts, the Prefunding Account and the Capitalized Interest Account) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III." Component I of the Class AR Certificates will represent the sole Class of "residual interests" in REMIC III for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC III Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC III (the "REMIC III Regular Interests") and Component I of the Class AR Certificates. The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC III Regular Interest shall be the Maturity Date. None of the REMIC III Regular Interests will be certificated. Class Designation for each REMIC III Regular Interest and Uncertificated Initial Component I of REMIC III Uncertificated the Class AR Type of Pass-Through Principal Certificates Interest Rate Balance Final Maturity Date* Class 1-A-1L Regular Variable(1) $47,485,000.00 February 2035 Class 2-A-1L Regular Variable(2) $25,000,000.00 February 2035 Class 2-A-2L Regular Variable(2) $31,840,000.00 February 2035 Class 3-A-1L Regular Variable(3) $89,120,000.00 February 2035 Class 4-A-1L Regular Variable(4) $21,705,000.00 February 2035 Class 4-A-2L Regular Variable(4) $7,720,000.00 February 2035 Class 4-A-3L Regular Variable(4) $6,000,000.00 February 2035 Class 5-A-1L Regular Variable(5) $110,900,000.00 February 2035 Class 6-A-1L Regular Variable(6) $178,510,000.00 February 2035 Class C-B-1L Regular Variable(7) $26,760,000.00 February 2035 Class C-B-2L Regular Variable(7) $8,170,000.00 February 2035 Class C-B-3L Regular Variable(7) $3,380,000.00 February 2035 Class C-B-4L Regular Variable(7) $2,250,000.00 February 2035 Class C-B-5L Regular ...

REMIC III. On each Distribution Date, all Realized Losses and Expense Losses on the REMIC II Regular Interests for such Distribution Date (or for prior Distribution Dates, to the extent not previously allocated) shall be allocated to the REMIC Regular Certificates and the Class A-MFL Regular Interest in Reverse Sequential Order, with such reductions being allocated among the Class A-1, Class A-1A, Class A-2, Class A-NM, Class A-3, Class A-AB and C▇▇▇▇ ▇-▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, in the case of interest, Class X-1, Class X-2 and Class X-W Certificates, pro rata (treating principal and interest losses separately), in each case reducing (A) the Certificate Balance of such Class (excluding the Class X Certificates) until such Certificate Balance is reduced to zero; (B) Unpaid Interest owing to such Class to the extent thereof; and (C) Distributable Certificate Interest owing to such Class, provided that Realized Losses and Expense Losses shall not reduce the Aggregate Certificate Balance of the REMIC Regular Certificates and the Class A-MFL Regular Interest below the sum of the Aggregate Certificate Balances of the REMIC II Regular Interests.

REMIC III. 133- (a) On each Distribution Date, the Paying Agent shall withdraw from the Distribution Account an amount equal to the Available Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Interest) and Excess Liquidation Proceeds in the following amounts and order of priority: (i) to the Holders of the Class A-1 Certificates, Class A-2 Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable Certificate Interest for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest payable to each such Class; (ii) to the Holders of the Class A-1 and Class A-2 Certificates, in reduction of the Certificate Balances thereof, in an amount up to the Principal Distribution Amount for such Distribution Date: first, to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Balance thereof is reduced to zero and second, upon payment in full of the aggregate Certificate Balance of the Class A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the aggregate Certificate Balance of the Class A-2 Certificates has been reduced to zero; (iii) to the Holders of the Class A Certificates, Class X-1 Certificates and Class X-2 Certificates, pro rata (treating principal and interest losses separately), to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (iv) to the Holders of the Class B Certificates, Distributable Certificate Interest for such Distribution Date; (v) upon payment in full of the Certificate Balance of the Class A-2 Certificates, to the Holders of the Class B Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Certificate Balance of the Class B Certificates has been reduced to zero; (vi) to the Holders of the Class B Certificates, to reimburse any Realized Losses previously allocated thereto and not previously fully reimbursed, plus one month's interest at the applicable Pass-Through Rate on such Realized Losses; (vii) to the Holders of the Class C Certificates, Distributable Certificate Interest for such Distribution Date; (viii) upon payment in full of t...