Exhibit 99.1
CWALT, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK GRANADA LLC,
Seller
PARK MONACO INC.,
Seller
PARK SIENNA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
___________________________________
AMENDED AND RESTATED POOLING AND SERVICING
AGREEMENT
Dated as of February 1, 2007
___________________________________
ALTERNATIVE LOAN TRUST 2007-4CB
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
2007-4CB
Table of Contents
Page
ARTICLE I DEFINITIONS
|
SECTION 1.01.
|
Defined Terms.
|
I-1
|
|
SECTION 1.02.
|
Certain Interpretive Provisions.
|
I-34
|
|
|
|
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
|
|
|
|
SECTION 2.01.
|
Conveyance of Mortgage Loans.
|
II-1
|
|
SECTION 2.02.
|
Acceptance by Trustee of the Mortgage
Loans.
|
II-4
|
|
SECTION 2.03.
|
Representations, Warranties and Covenants of the
Sellers and Master Servicer.
|
II-6
|
|
SECTION 2.04.
|
Representations and Warranties of the Depositor
as to the Mortgage Loans.
|
II-8
|
|
SECTION 2.05.
|
Delivery of Opinion of Counsel in Connection
with Substitutions.
|
II-9
|
|
SECTION 2.06.
|
Execution and Delivery of
Certificates.
|
II-9
|
|
SECTION 2.07.
|
REMIC Matters.
|
II-10
|
|
SECTION 2.08.
|
Covenants of the Master Servicer.
|
II-10
|
|
|
|
|
|
ARTICLE III ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS
|
|
|
|
|
|
SECTION 3.01.
|
Master Servicer to Service Mortgage
Loans.
|
III-1
|
|
SECTION 3.02.
|
Subservicing; Enforcement of the Obligations of
Subservicers.
|
III-2
|
|
SECTION 3.03.
|
Rights of the Depositor and the Trustee in
Respect of the Master Servicer.
|
III-2
|
|
SECTION 3.04.
|
Trustee to Act as Master Servicer.
|
III-2
|
|
SECTION 3.05.
|
Collection of Mortgage Loan Payments;
Certificate Account; Distribution Account; the Supplemental
Interest Trust, the Corridor Contract Reserve Fund.
|
III-3
|
|
SECTION 3.06.
|
Collection of Taxes, Assessments and Similar
Items; Escrow Accounts.
|
III-6
|
|
SECTION 3.07.
|
Access to Certain Documentation and Information
Regarding the Mortgage Loans.
|
III-6
|
|
SECTION 3.08.
|
Permitted Withdrawals from the Certificate
Account, the Distribution Account, the Corridor Contract Reserve
Fund.
|
III-7
|
|
SECTION 3.09.
|
Maintenance of Hazard Insurance; Maintenance of
Primary Insurance Policies.
|
III-9
|
|
SECTION 3.10.
|
Enforcement of Due-on-Sale Clauses; Assumption
Agreements.
|
III-10
|
|
SECTION 3.11.
|
Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans.
|
III-11
|
|
SECTION 3.12.
|
Trustee to Cooperate; Release of Mortgage
Files.
|
III-14
|
|
SECTION 3.13.
|
Documents, Records and Funds in Possession of
Master Servicer to be Held for the Trustee.
|
III-14
|
|
SECTION 3.14.
|
Servicing Compensation.
|
III-15
|
|
SECTION 3.15.
|
Access to Certain Documentation.
|
III-15
|
|
SECTION 3.16.
|
Annual Statement as to Compliance.
|
III-16
|
|
SECTION 3.17.
|
Errors and Omissions Insurance; Fidelity
Bonds.
|
III-16
|
|
SECTION 3.18.
|
The Corridor Contracts.
|
III-16
|
|
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE
MASTER SERVICER
|
|
|
|
|
|
SECTION 4.01.
|
Advances.
|
IV-1
|
|
SECTION 4.02.
|
Priorities of Distribution.
|
IV-2
|
|
SECTION 4.03.
|
[Reserved].
|
IV-7
|
|
SECTION 4.04.
|
Allocation of Realized Losses.
|
IV-7
|
|
SECTION 4.05.
|
Cross-Collateralization; Adjustments to
Available Funds.
|
IV-8
|
|
SECTION 4.06.
|
Monthly Statements to
Certificateholders.
|
IV-8
|
|
SECTION 4.07.
|
Determination of Pass-Through Rates for COFI
Certificates.
|
IV-9
|
|
SECTION 4.08.
|
Determination of Pass-Through Rates for LIBOR
Certificates.
|
IV-10
|
|
SECTION 4.09.
|
Distributions from the Corridor Contract Reserve
Fund.
|
IV-11
|
|
|
|
|
|
ARTICLE V THE
CERTIFICATES
|
|
|
|
|
|
SECTION 5.01.
|
The Certificates.
|
V-1
|
|
SECTION 5.02.
|
Certificate Register; Registration of Transfer
and Exchange of Certificates.
|
V-1
|
|
SECTION 5.03.
|
Mutilated, Destroyed, Lost or Stolen
Certificates.
|
V-5
|
|
SECTION 5.04.
|
Persons Deemed Owners.
|
V-6
|
|
SECTION 5.05.
|
Access to List of Certificateholders’
Names and Addresses.
|
V-6
|
|
SECTION 5.06.
|
Maintenance of Office or Agency.
|
V-6
|
|
SECTION 5.07.
|
Depositable and Exchangeable
Certificates.
|
V-6
|
|
|
|
|
|
ARTICLE VI THE DEPOSITOR AND THE MASTER
SERVICER
|
|
|
|
|
|
SECTION 6.01.
|
Respective Liabilities of the Depositor and the
Master Servicer.
|
VI-1
|
|
SECTION 6.02.
|
Merger or Consolidation of the Depositor or the
Master Servicer.
|
VI-1
|
|
SECTION 6.03.
|
Limitation on Liability of the Depositor, the
Sellers, the Master Servicer and Others.
|
VI-1
|
|
SECTION 6.04.
|
Limitation on Resignation of Master
Servicer.
|
VI-2
|
|
|
|
|
|
ARTICLE VII DEFAULT
|
|
|
|
|
|
SECTION 7.01.
|
Events of Default.
|
VII-1
|
|
SECTION 7.02.
|
Trustee to Act; Appointment of
Successor.
|
VII-3
|
|
SECTION 7.03.
|
Notification to Certificateholders.
|
VII-4
|
|
|
|
|
|
ARTICLE VIII CONCERNING THE
TRUSTEE
|
|
|
|
|
|
SECTION 8.01.
|
Duties of Trustee.
|
VIII-1
|
|
SECTION 8.02.
|
Certain Matters Affecting the
Trustee.
|
VIII-2
|
|
SECTION 8.03.
|
Trustee Not Liable for Certificates or Mortgage
Loans.
|
VIII-3
|
|
SECTION 8.04.
|
Trustee May Own Certificates.
|
VIII-3
|
|
SECTION 8.05.
|
Trustee’s Fees and Expenses.
|
VIII-3
|
|
SECTION 8.06.
|
Eligibility Requirements for Trustee.
|
VIII-3
|
|
SECTION 8.07.
|
Resignation and Removal of Trustee.
|
VIII-4
|
|
SECTION 8.08.
|
Successor Trustee.
|
VIII-5
|
|
SECTION 8.09.
|
Merger or Consolidation of Trustee.
|
VIII-5
|
|
SECTION 8.10.
|
Appointment of Co-Trustee or Separate
Trustee.
|
VIII-5
|
|
SECTION 8.11.
|
Tax Matters.
|
VIII-7
|
|
SECTION 8.12.
|
Monitoring of Significance
Percentage.
|
VIII-9
|
|
ARTICLE IX TERMINATION
|
|
|
|
|
|
SECTION 9.01.
|
Termination upon Liquidation or Purchase of all
Mortgage Loans.
|
IX-1
|
|
SECTION 9.02.
|
Final Distribution on the
Certificates.
|
IX-1
|
|
SECTION 9.03.
|
Additional Termination Requirements.
|
IX-2
|
|
|
|
|
|
ARTICLE X MISCELLANEOUS
PROVISIONS
|
|
|
|
|
|
SECTION 10.01.
|
Amendment.
|
X-1
|
|
SECTION 10.02.
|
Recordation of Agreement;
Counterparts.
|
X-2
|
|
SECTION 10.03.
|
Governing Law.
|
X-2
|
|
SECTION 10.04.
|
Intention of Parties.
|
X-2
|
|
SECTION 10.05.
|
Notices.
|
X-4
|
|
SECTION 10.06.
|
Severability of Provisions.
|
X-5
|
|
SECTION 10.07.
|
Assignment.
|
X-5
|
|
SECTION 10.08.
|
Limitation on Rights of
Certificateholders.
|
X-5
|
|
SECTION 10.09.
|
Inspection and Audit Rights.
|
X-6
|
|
SECTION 10.10.
|
Certificates Nonassessable and Fully
Paid.
|
X-6
|
|
SECTION 10.11.
|
[Reserved].
|
X-6
|
|
SECTION 10.12.
|
Protection of Assets.
|
X-6
|
|
|
|
|
|
ARTICLE XI EXCHANGE ACT
REPORTING
|
|
|
|
|
|
SECTION 11.01.
|
Filing Obligations.
|
XI-1
|
|
SECTION 11.02.
|
Form 10-D Filings.
|
XI-1
|
|
SECTION 11.03.
|
Form 8-K Filings.
|
XI-2
|
|
SECTION 11.04.
|
Form 10-K Filings.
|
XI-2
|
|
SECTION 11.05.
|
Sarbanes-Oxley Certification.
|
XI-2
|
|
SECTION 11.06.
|
Form 15 Filing.
|
XI-3
|
|
SECTION 11.07.
|
Report on Assessment of Compliance and
Attestation.
|
XI-3
|
|
SECTION 11.08.
|
Use of Subservicers and
Subcontractors.
|
XI-4
|
|
SECTION 11.09.
|
Amendments.
|
XI-5
|
|
SECTION 11.10.
|
Reconciliation of Accounts.
|
XI-5
|
SCHEDULES
|
Schedule I:
|
Mortgage Loan Schedule
|
S-I-1
|
|
Schedule II-A:
|
Representations and Warranties of
Countrywide
|
S-II-A-1
|
|
Schedule II-B:
|
Representations and Warranties of Park
Granada
|
S-II-B-1
|
|
Schedule II-C
|
Representations and Warranties of Park Monaco
Inc.
|
S-II-C-1
|
|
Schedule II-D
|
Representations and Warranties of Park Sienna
LLC
|
S-II-D-1
|
|
Schedule III-A:
|
Representations and Warranties of Countrywide as
to the Mortgage Loans
|
S-III-A-1
|
|
Schedule III-B:
|
Representations and Warranties of Countrywide as
to the Countrywide Mortgage Loans
|
S-III-B-1
|
|
Schedule III-C:
|
Representations and Warranties of Park Granada
as to the Park Granada Mortgage Loans
|
S-III-C-1
|
|
Schedule III-D
|
Representations and Warranties of Park Monaco
Inc. as to the Park Monaco Inc. Mortgage Loans
|
S-III-D-1
|
|
Schedule III-E
|
Representations and Warranties of Park Sienna
LLC as to the Park Sienna LLC Mortgage Loans
|
S-III-E-1
|
|
Schedule IV:
|
Representations and Warranties of the Master
Servicer
|
S-IV-1
|
|
Schedule V:
|
Principal Balance Schedules (if
applicable)
|
S-V-1
|
|
Schedule VI:
|
Form of Monthly Master Servicer
Report
|
S-VI-I
|
|
Schedule VII:
|
Schedule of Available Exchanges of Depositable
Certificates for Exchangeable Certificates
|
S-VII-I
|
|
Exhibit A:
|
Form of Senior or Exchangeable Certificate
(excluding Notional Amount Certificates)
|
A-1
|
|
Exhibit B:
|
Form of Subordinated Certificate
|
B-1
|
|
Exhibit C-1:
|
Form of Class A-R Certificate
|
C-1-1
|
|
Exhibit C-2:
|
[Reserved]
|
C-2-1
|
|
Exhibit C-3:
|
[Reserved]
|
C-3-1
|
|
Exhibit C-4:
|
[Reserved]
|
C-4-1
|
|
Exhibit D:
|
Form of Notional Amount Certificate
|
D-1
|
|
Exhibit E:
|
Form of Reverse of Certificates
|
E-1
|
|
Exhibit F-1:
|
Form of Initial Certification of
Trustee
|
F-1-1
|
|
Exhibit F-2:
|
[Reserved]
|
F-2-1
|
|
Exhibit G-1:
|
Form of Delay Delivery Certification of
Trustee
|
G-1-1
|
|
Exhibit G-2:
|
[Reserved]
|
G-2-1
|
|
Exhibit H-1:
|
Form of Final Certification of
Trustee
|
H-1-1
|
|
Exhibit H-2:
|
[Reserved]
|
H-2-1
|
|
Exhibit I:
|
Form of Transfer Affidavit
|
I-1
|
|
Exhibit J-1:
|
Form of Transferor Certificate
(Residual)
|
J-1-1
|
|
Exhibit J-2:
|
Form of Transferor Certificate
(Private)
|
J-2-1
|
|
Exhibit K:
|
Form of Investment Letter [Non-Rule
144A]
|
K-1
|
|
Exhibit L-1:
|
Form of Rule 144A Letter
|
L-1-1
|
|
Exhibit L-2:
|
Form of ERISA Letter (Covered
Certificates)
|
L-2-1
|
|
Exhibit M:
|
Form of Request for Release (for
Trustee)
|
M-1
|
|
Exhibit N:
|
Form of Request for Release of Documents
(Mortgage Loan - Paid in Full, Repurchased and Replaced)
|
N-1
|
|
Exhibit O:
|
[Reserved]
|
O-1
|
|
Exhibit P:
|
[Reserved]
|
P-1
|
|
Exhibit Q:
|
The then current Standard & Poor’s
LEVELS® Version 5.7 Glossary Revised, Appendix E
|
Q-1
|
|
Exhibit R:
|
Form of Corridor Contract
|
R-1
|
|
Exhibit S-1:
|
[Reserved]
|
S-1-1
|
|
Exhibit S-2:
|
[Reserved]
|
S-2-1
|
|
Exhibit T:
|
[Reserved]
|
T-1
|
|
Exhibit U:
|
Form of Monthly Statement
|
U-1
|
|
Exhibit V-1:
|
Form of Performance Certification
(Subservicer)
|
V-1-1
|
|
Exhibit V-2:
|
Form of Performance Certification
(Trustee)
|
V-2-1
|
|
Exhibit W:
|
Form of Servicing Criteria to be Addressed in
Assessment of Compliance Statement
|
W-1
|
|
Exhibit X:
|
List of Item 1119 Parties
|
X-1
|
|
Exhibit Y:
|
Form of Sarbanes-Oxley Certification
(Replacement of Master Servicer)
|
Y-1
|
THIS AMENDED AND RESTATED POOLING
AND SERVICING AGREEMENT, dated as of February 1, 2007, among CWALT,
INC., a Delaware corporation, as depositor (the
“Depositor”), COUNTRYWIDE HOME LOANS, INC.
(“Countrywide”), a New York corporation, as a seller (a
“Seller”), PARK GRANADA LLC (“Park
Granada”), a Delaware limited liability company, as a seller
(a “Seller”), PARK MONACO INC. (“Park
Monaco”), a Delaware corporation, as a seller (a
“Seller”), PARK SIENNA LLC (“Park Sienna”),
a Delaware limited liability company, as a seller (a
“Seller”) COUNTRYWIDE HOME LOANS SERVICING LP, a Texas
limited partnership, as master servicer (the “Master
Servicer”), and THE BANK OF NEW YORK, a banking corporation
organized under the laws of the State of New York, as trustee (the
“Trustee”).
WITNESSETH THAT
WHEREAS, the Depositor, Countrywide,
Park Granada, Park Monaco, Park Sienna, the Master Servicer and the
Trustee entered into a Pooling and Servicing Agreement dated as of
February 1, 2007 in connection with the issuance of Mortgage
Pass-Through Certificates, Series 2007-4CB by Alternative Loan
Trust CWALT 2007-4CB (the “Original
Agreement”);
WHEREAS, the Original Agreement
provides for the issuance of fifty-five Classes of senior
certificates, including the Class 1-A-5 Certificates, which are
exchangeable for the
Class 1-A-12, Class 1-A-13, Class
1-A-14, Class 1-A-18, Class 1-A-19, Class 1-A-20 and Class 1-A-21
Certificates;
WHEREAS, the Underwriter intended
that the Original Agreement be structured to provide: (i) for the
issuance of two additional Classes of senior certificates
designated as the Class 1-A-43 and Class 1-A-44 Certificates, (ii)
that the Class 1-A-5 Certficiates also would be exchangeable for
the Class 1-A-43 and Class 1-A-44 Certificates and (iii) that any
Realized Losses on the Mortgage Loans in Loan Group 1 that would
otherwise be allocated to the Class 1-A-43 Certificates would
instead be allocated to the Class 1-A-44 Certificates, until its
Class Certificate Balance is reduced to zero;
WHEREAS, the Underwriter failed to
communicate its intended structure and the Original Agreement was
therefore mistakenly drafted;
WHEREAS, the Depositor, Countrywide,
Park Granada, Park Monaco, Park Sienna, the Master Servicer and the
Trustee wish to amend the Original Agreement so that it correctly
reflects the Underwriter’s intended structure;
WHEREAS, the Original Agreement
provides, among other things, that the Original Agreement may be
amended by the Depositor, the Master Servicer, each Seller and the
Trustee without the consent of the Certificateholders to cure any
mistake in the Original Agreement, and the mistake cured by this
amendment constitutes such a mistake; and
WHEREAS, as of the date hereof, the
Underwriter owns a 100% interest in the Class 1-A-5 Certificates;
and those Certificates have not been exchanged for any Class of
Exchangeable Certificates;
NOW, THEREFORE, in consideration of
the mutual agreements herein contained, the parties hereto agree as
follows:
PRELIMINARY STATEMENT
The Depositor is the owner of the
Trust Fund that is hereby conveyed to the Trustee in return for the
Certificates. For federal income tax purposes, the
Trustee shall treat the Trust Fund as consisting of, among other
things, a trust (the “ES Trust”) beneath which are
three real estate mortgage investment conduits (or in the
alternative, the “Sub-WAC (SW) REMIC,” the “Strip
(STR) REMIC” and the “Master REMIC”)
and shall make all elections as necessary for such
treatment. The SW REMIC will hold all the assets of the
Trust Fund and will issue several classes of uncertificated SW
REMIC Interests. The Class SW-A-R Interest is hereby
designated as the residual interest in the SW REMIC and each other
SW REMIC Interest is hereby designated as a regular interest in the
SW REMIC. The STR REMIC will hold all of the regular
interests in the SW REMIC and will issue several classes of
uncertificated STR REMIC Interests. The Class A-R
Interest is hereby designated as the residual interest in the
Master REMIC and each other Master REMIC Interest is hereby
designated as a regular interest in the Master
REMIC. The Master REMIC will hold all the regular
interests in the Sub WAC REMIC and will issue several classes of
uncertificated Master REMIC Interests. The Class A-R
Interest is hereby designated as the residual interest in the
Master REMIC and each other Master REMIC Interest is hereby
designated as a regular interest in the Master
REMIC. The “latest possible maturity date,”
for federal income tax purposes, of all REMIC regular interests
created hereby will be the Latest Possible Maturity
Date.
The ES Trust shall hold the SW-A-R
Interest, the MR-A-R Interest, all Master REMIC regular interests
and shall issue the Certificates. Each Certificate,
other than the Class A-R Certificate, will represent ownership of
one or more of the Master REMIC regular interests held by the ES
Trust. The Class A-R Certificate will represent
ownership of the SW-A-R Interest and the MR-A-R Interest, which
are, respectively, the sole Classes of REMIC residual interest in
each of the Sub WAC REMIC and the Master REMIC.
For federal income tax purposes the
Trustee shall treat the ES Trust as a Grantor Trust and shall treat
each Holder of an ES Trust Certificate as the owner of the
individual, underlying assets represented by such ES Trust
Certificate. In addition, to the fullest extent
possible, ownership of an ES Trust Certificate shall be treated as
direct ownership of the individual, underlying assets represented
by such ES Trust Certificate for federal income tax reporting
purposes.
The ES Trust, the Corridor
Contracts, the Supplemental Interest Trust and the Corridor
Contract Reserve Fund will not form part of any REMIC.
The following table sets forth
characteristics of the ES Trust Certificates, together with the
minimum denominations and integral multiples in excess thereof in
which such Classes shall be issuable (except that one Residual
Certificate representing the Tax Matters Person Certificate may be
issued in a different amount):
|
Class Designation
|
Initial Maximum Class Certificate
Balance
|
Pass-Through
Rate
(per annum)
|
Minimum Denomination
|
Integral Multiples in Excess of
Minimum
|
Classes of Master REMIC Interests
Represented
(12)
|
|
Class 1-A-1
|
$ 55,000,000
|
(1)
|
$25,000
|
$1
|
MR-1-A-1
|
|
Class 1-A-2
|
$ 55,000,000(2)
|
(3)
|
$25,000(4)
|
$1(4)
|
MR-1-A-1
|
|
Class 1-A-3
|
$ 45,000,000
|
(5)
|
$25,000
|
$1
|
MR-1-A-3
|
|
Class 1-A-4
|
$ 45,000,000(2)
|
(6)
|
$25,000(4)
|
$1(4)
|
MR-1-A-3
|
|
Class 1-A-5
|
$ 200,000,000
|
5.75%
|
$25,000
|
$1
|
MR-1-A-5-A-SR, MR-1-A-5-B-SR, MR-1-A-5-C-SR,
MR-1-A-5-D-SR, MR-1-A-5-E-SR, MR-1-A-5-F-SR,
MR-1-A-5-A-SB, MR-1-A-5-B-SB, MR-1-A-5-C-SB,
MR-1-A-5-D-SB, MR-1-A-5-E-SB, MR-1-A-5-F-SB.
|
|
Class 1-A-6
|
$ 110,000,000
|
5.75%
|
$25,000
|
$1
|
MR-1-A-6-A, MR-1-A-6-B, MR-1-A-6-C, MR-1-A-6-D,
MR-1-A-6-E, MR-1-A-6-F.
|
|
Class 1-A-7
|
$ 21,420,000
|
5.75%
|
$25,000
|
$1
|
MR-1-A-7-A, MR-1-A-7-B, MR-1-A-7-C, MR-1-A-7-D,
MR-1-A-7-E, MR-1-A-7-F.
|
|
Class 1-A-8
|
$ 2,200,000
|
5.75%
|
$25,000
|
$1
|
MR-1-A-8
|
|
Class 1-A-9
|
$ 34,000,000
|
5.75%
|
$25,000
|
$1
|
MR-1-A-9-A, MR-1-A-9-B, MR-1-A-9-C, MR-1-A-9-D,
MR-1-A-9-E, MR-1-A-9-F.
|
|
Class 1-A-10
|
$ 35,000,000
|
5.75%
|
$25,000
|
$1
|
MR-1-A-10-A, MR-1-A-10-B, MR-1-A-10-C,
MR-1-A-10-D, MR-1-A-10-E, MR-1-A-10-F.
|
|
Class 1-A-11
|
$ 1,589,000
|
5.75%
|
$25,000
|
$1
|
MR-1-A-11
|
|
Class 1-A-12
|
$ 200,000,000
|
5.25%
|
$25,000
|
$1
|
MR-1-A-5-A-SR, MR-1-A-5-D-SR, MR-1-A-5-A-SB and
MR-1-A-5-D-SB.
|
|
Class 1-A-13
|
$ 200,000,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-5-A-SR and (MR-1-A-5-B-SR or
MR-1-A-5-C-SR) and MR-1-A-5-D-SR and (MR-1-A-5-E-SR or
MR-1-A-5-F-SR), MR-1-A-5-A-SB and (MR-1-A-5-B-SB or MR-1-A-5-C-SB)
and MR-1-A-5-D-SB, and (MR-1-A-5-E-SB or MR-1-A-5-F-SB).
|
|
Class 1-A-14
|
$ 17,391,304(2)
|
5.75%
|
$25,000 (4)
|
$1
|
If 1-A-12 is issued: MR-1-A-5-B-SR,
MR-1-A-5-C-SR, MR-1-A-5-E-SR, MR-1-A-5-F-SR, MR-1-A-5-B-SB,
MR-1-A-5-C-SB, MR-1-A-5-E-SB and MR-1-A-5-F-SB. If 1-A-13 is
issued: (MR-1-A-5-B-SR, or MR-1-A-5-C-SR) and (MR-1-A-5-E-SR or
MR-1-A-5-F-SR), (MR-1-A-5-B-SB, or MR-1-A-5-C-SB) and
(MR-1-A-5-E-SB or MR-1-A-5-F-SB)
|
|
Class 1-A-15
|
$ 110,000,000
|
5.25%
|
$25,000
|
$1
|
MR-1-A-6-A and MR-1-A-6-D.
|
|
Class 1-A-16
|
$ 110,000,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-6-A and (MR-1-A-6-B or MR-1-A-6-C) and
MR-1-A-6-D, and (MR-1-A-6-E or MR-1-A-6-F).
|
|
Class 1-A-17
|
$ 9,565,217(2)
|
5.75%
|
$25,000 (4)
|
$1
|
If 1-A-15 is issued: MR-1-A-6-B, MR-1-A-6-C,
MR-1-A-6-E and MR-1-A-6-F. If 1-A-16 is issued: (MR-1-A-6-B, or
MR-1-A-6-C) and (MR-1-A-6-E or MR-1-A-6-F)
|
|
Class 1-A-18
|
$ 310,000,000
|
5.25%
|
$25,000
|
$1
|
MR-1-A-5-A-SR, MR-1-A-5-D-SR, MR-1-A-6-A,
MR-1-A-6-D, MR-1-A-5-A-SB and, MR-1-A-5-D-SB.
|
|
Class 1-A-19
|
$ 310,000,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-5-A-SR, MR-1-A-5-A-SB and (MR-1-A-5-B-SR
and MR-1-A-5-B-SB or MR-1-A-5-C-SR and MR-1-A-5-C-SB) and
MR-1-A-5-D-SR, MR-1-A-5-D-SB, and (MR-1-A-5-E-SR and MR-1-A-5-E-SB
or MR-1-A-5-F-SR and MR-1-A-5-F-SB) and MR-1-A-6-A and
(MR-1-A-6-B or MR-1-A-6-C) and MR-1-A-6-D, and (MR-1-A-6-E or
MR-1-A-6-F).
|
|
Class 1-A-20
|
$ 310,000,000
|
5.75%
|
$25,000
|
$1
|
MR-1-A-5-A-SR, MR-1-A-5-B-SR, MR-1-A-5-C-SR,
MR-1-A-5-D-SR, MR-1-A-5-E-SR, MR-1-A-5-F-SR, MR-1-A-5-A-SB,
MR-1-A-5-B-SB, MR-1-A-5-C-SB, MR-1-A-5-D-SB, MR-1-A-5-E-SB,
MR-1-A-5-F-SB and MR-1-A-6-A, MR-1-A-6-B, MR-1-A-6-C, MR-1-A-6-D,
MR-1-A-6-E, MR-1-A-6-F.
|
|
Class 1-A-21
|
$ 26,956,521(2)
|
5.75%
|
$25,000 (4)
|
$1
|
If 1-A-18 is issued: MR-1-A-5-B-SR,
MR-1-A-5-C-SR, MR-1-A-5-E-SR, MR-1-A-5-F-SR, MR-1-A-5-B-SB,
MR-1-A-5-C-SB, MR-1-A-5-E-SB, MR-1-A-5-F-SB, MR-1-A-6-B,
MR-1-A-6-C, MR-1-A-6-E, MR-1-A-6-F. If 1-A-19 is issued:
(MR-1-A-5-B-SR and MR-1-A-5-B-SB or MR-1—A-5-C-SR
and MR-1-A-5-C-SB) and (MR-1-A-5-E-SR and MR-1-A-5-E-SB
or MR-1-A-5-F-SR and MR-1-A-5-F-SB), (MR-1-A-6-B or
MR-1-A-6-C) and (MR-1-A-6-E, MR-1-A-6-F).
|
|
Class 1-A-22
|
$ 21,420,000
|
5.25%
|
$25,000
|
$1
|
MR-1-A-7-A and MR-1-A-7-D.
|
|
Class 1-A-23
|
$ 21,420,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-7-A and (MR-1-A-7-B or MR-1-A-7-C) and
MR-1-A-7-D, and (MR-1-A-7-E or MR-1-A-7-F).
|
|
Class 1-A-24
|
$ 1,862,608(2)
|
5.75%
|
$25,000 (4)
|
$1
|
If 1-A-22 is issued: MR-1-A-7-B, MR-1-A-7-C,
MR-1-A-7-E and MR-1-A-7-F. If 1-A-23 is issued: (MR-1-A-7-B, or
MR-1-A-7-C) and (MR-1-A-7-E or MR-1-A-7-F)
|
|
Class 1-A-25
|
$ 34,000,000
|
5.25%
|
$25,000
|
$1
|
MR-1-A-9-A and MR-1-A-9-D.
|
|
Class 1-A-26
|
$ 34,000,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-9-A and (MR-1-A-9-B or MR-1-A-9-C) and
MR-1-A-9-D, and (MR-1-A-9-E or MR-1-A-9-F).
|
|
Class 1-A-27
|
$ 2,956,521(2)
|
5.75%
|
$25,000
|
$1
|
If 1-A-25 is issued: MR-1-A-9-B, MR-1-A-9-C,
MR-1-A-9-E and MR-1-A-9-F. If 1-A-26 is issued: (MR-1-A-9-B, or
MR-1-A-9-C) and (MR-1-A-9-E or MR-1-A-9-F)
|
|
Class 1-A-28
|
$ 35,000,000
|
5.25%
|
$25,000
|
$1
|
MR-1-A-10-A and MR-1-A-10-D.
|
|
Class 1-A-29
|
$ 35,000,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-10-A and (MR-1-A-10-B or MR-1-A-10-C) and
MR-1-A-10-D, and (MR-1-A-10-E or MR-1-A-10-F).
|
|
Class 1-A-30
|
$ 3,043,478(2)
|
5.75%
|
$25,000
|
$1
|
If 1-A-28 is issued: MR-1-A-10-B, MR-1-A-10-C,
MR-1-A-10-E and MR-1-A-10-F. If 1-A-29 is issued: (MR-1-A-10-B, or
MR-1-A-10-C) and (MR-1-A-10-E or MR-1-A-10-F)
|
|
Class 1-A-31
|
$ 297,083,333
|
6.00%
|
$25,000
|
$1
|
MR-1-A-5-A-SR, MR-1-A-5-B-SR, MR-1-A-5-C-SR,
MR-1-A-5-E-SR, MR-1-A-5-F-SR, MR-1-A-5-A-SB, MR-1-A-5-B-SB,
MR-1-A-5-C-SB, MR-1-A-5-E-SB, MR-1-A-5-F-SB, MR-1-A-6-A,
MR-1-A-6-B, MR-1-A-6-C, MR-1-A-6-E, MR-1-A-6-F
|
|
Class 1-A-32
|
$ 12,916,667
|
(7)
|
$25,000
|
$1
|
MR-1-A-5-D-SR, MR-1-A-5-D-SB,
MR-1-A-6-D,
|
|
Class 1-A-33
|
$ 105,416,666
|
6.00%
|
$25,000
|
$1
|
MR-1-A-6-A, MR-1-A-6-B, MR-1-A-6-C, MR-1-A-6-E,
MR-1-A-6-F.
|
|
Class 1-A-34
|
$ 4,583,334
|
(7)
|
$25,000
|
$1
|
MR-1-A-6-D,
|
|
Class 1-A-35
|
$ 191,666,666
|
6.00%
|
$25,000
|
$1
|
MR-1-A-5-A-SR, MR-1-A-5-B-SR, MR-1-A-5-C-SR,
MR-1-A-5-E-SR, MR-1-A-5-F-SR, MR-1-A-5-A-SB, MR-1-A-5-B-SB,
MR-1-A-5-C-SB, MR-1-A-5-E-SB, MR-1-A-5-F-SB.
|
|
Class 1-A-36
|
$ 8,333,334
|
(7)
|
$25,000
|
$1
|
MR-1-A-5-D-SR and MR-1-A-5-D-SB.
|
|
Class 1-A-37
|
$ 20,527,500
|
6.00%
|
$25,000
|
$1
|
MR-1-A-7-A, MR-1-A-7-B, MR-1-A-7-C, MR-1-A-7-E,
MR-1-A-7-F.
|
|
Class 1-A-38
|
$ 892,500
|
(7)
|
$25,000
|
$1
|
MR-1-A-7-D,
|
|
Class 1-A-39
|
$ 32,583,333
|
6.00%
|
$25,000
|
$1
|
MR-1-A-9-A, MR-1-A-9-B, MR-1-A-9-C, MR-1-A-9-E,
MR-1-A-9-F.
|
|
Class 1-A-40
|
$ 1,416,667
|
(7)
|
$25,000
|
$1
|
MR-1-A-9-D,
|
|
Class 1-A-41
|
$ 33,541,666
|
6.00%
|
$25,000
|
$1
|
MR-1-A-10-A, MR-1-A-10-B, MR-1-A-10-C,
MR-1-A-10-E, MR-1-A-10-F.
|
|
Class 1-A-42
|
$ 1,458,330
|
(7)
|
$25,000
|
$1
|
MR-1-A-10-D,
|
|
Class 1-A-43
|
$ 192,300,000
|
5.75%
|
$25,000
|
$1
|
MR-1-A-5-A-SR, MR-1-A-5-B-SR, MR-1-A-5-C-SR,
MR-1-A-5-D-SR, MR-1-A-5-E-SR and MR-1-A-5-F-SR.
|
|
Class 1-A-44
|
$ 7,700,000
|
5.75%
|
$25,000
|
$1
|
MR-1-A-5-A-SB, MR-1-A-5-B-SB, MR-1-A-5-C-SB,
MR-1-A-5-D-SB, MR-1-A-5-E-SB, MR-1-A-5-F-SB.
|
|
Class 1-X
|
$ 373,459,397(2)
|
(8)
|
$25,000(4)
|
$1(4)
|
MR-1-X
|
|
Class 2-A-1
|
$ 54,714,000
|
7.00%
|
$25,000
|
$1
|
MR-2-A-1-A, MR-2-A-1-B, MR-2-A-1-C,
MR-2-A-1-D,
|
|
Class 2-A-2
|
$ 54,714,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-1-A
|
|
Class 2-A-3
|
$ 54,714,000
|
5.50%
|
$25,000
|
$1
|
MR-2-A-1-A, MR-2-A-1- B
,
|
|
Class 2-A-4
|
$ 54,714,000
|
5.75%
|
$25,000
|
$1
|
MR-2-A-1-A, MR-2-A-1-C,
|
|
Class 2-A-5
|
$ 54,714,000
|
6.00%
|
$25,000
|
$1
|
MR-2-A-1-A, MR-2-A-1-B, MR-2-A-1-C
|
|
Class 2-A-6
|
$ 54,714,000
|
6.25%
|
$25,000
|
$1
|
MR-2-A-1-A, MR-2-A-1-D
|
|
Class 2-A-7
|
$ 54,714,000
|
6.50%
|
$25,000
|
$1
|
MR-2-A-1-A MR-2-A-1-B, MR-2-A-1-D,
|
|
Class 2-A-8
|
$ 54,714,000
|
6.75%
|
$25,000
|
$1
|
MR-2-A-1-A, MR-2-A-1-C, MR-2-A-1-D,
|
|
Class 2-A-9
|
$ 13,678,500(2)
|
7.00%
|
$25,000 (4)
|
$1(4)
|
If 2-A-2 is issued: MR-2-A-1-B MR-2-A-1-C, and
-A-1-D. If 2-A-3 is issued: MR-2-A-1-C, and -A-1-D. If
2-A-4 is issued: MR-2-A-1-B and -A-1-D. If 2-A-5 is issued:
MR-2-A-1-D. If 2-A-6 is issued: MR-2-A-1-B and MR-2-A-1-C. If 2-A-7
is issued: MR-2-A-1-C. If 2-A-8 is issued MR-2-A-1-B.
|
|
Class 2-X
|
$ 56,735,299(2)
|
(9)
|
$25,000(4)
|
$1(4)
|
MR-2-X
|
|
Class PO
|
$ 2,671,596
|
(7)
|
$25,000
|
$1
|
MR-PO
|
|
Class A-R(10)
|
$ 100
|
5.75%
|
(10)
|
(10)
|
MR-$100, SW-A-R, ST-A-R and MR-A-R
|
|
Class M
|
$ 9,653,000
|
(11)
|
$25,000
|
$1
|
MR-M
|
|
Class B-1
|
$ 4,680,000
|
(11)
|
$25,000
|
$1
|
MR-B-1
|
|
Class B-2
|
$ 3,217,500
|
(11)
|
$25,000
|
$1
|
MR-B-2
|
|
Class B-3
|
$ 2,340,000
|
(11)
|
$100,000
|
$1
|
MR-B-3
|
|
Class B-4
|
$ 1,755,000
|
(11)
|
$100,000
|
$1
|
MR-B-4
|
|
Class B-5
|
$ 1,755,454.79
|
(11)
|
$100,000
|
$1
|
MR-B-5
|
__________________________________________
|
(1)
|
The Class 1-A-1 Certificates will bear interest
during each Interest Accrual Period at a per annum rate of LIBOR
plus 0.60%, subject to a maximum and minimum Pass-Through Rate of
5.75% and 0.60% per annum, respectively. The
Pass-Through Rate for the Class 1-A-1 Certificates for the Interest
Accrual Period for the first Distribution Date is 5.75% per
annum.
|
|
(2)
|
This Class will be a Class of Notional Amount
Certificates, will have no Class Certificate Balance and will bear
interest on its Notional Amount.
|
|
(3)
|
The Class 1-A-2 Certificates will bear interest
during each Interest Accrual Period at a per annum rate of 5.15%
minus LIBOR, subject to a maximum and minimum Pass-Through Rate of
5.15% and 0.00% per annum, respectively. The
Pass-Through Rate for the Class 1-A-2 Certificates for the Interest
Accrual Period for the first Distribution Date is 0.00% per
annum.
|
|
(4)
|
Minimum denomination is based on the Notional
Amount of such Class.
|
|
(5)
|
The Class 1-A-3 Certificates will bear interest
during each Interest Accrual Period at a per annum rate of LIBOR
plus 0.35%, subject to a maximum and minimum Pass-Through Rate of
5.75% and 0.35% per annum, respectively. The
Pass-Through Rate for the Class 1-A-3 Certificates for the Interest
Accrual Period for the first Distribution Date is 5.67% per
annum.
|
|
(6)
|
The Class 1-A-4 Certificates will bear interest
during each Interest Accrual Period at a per annum rate of 5.40%
minus LIBOR, subject to a maximum and minimum Pass-Through Rate of
5.40% and 0.00% per annum, respectively. The
Pass-Through Rate for the Class 1-A-4 Certificates for the Interest
Accrual Period for the first Distribution Date is 0.08% per
annum.
|
|
(7)
|
The Class PO Certificates are Principal Only
Certificates and will not receive any distributions of
interest.
|
|
(8)
|
The Pass-Through Rate for the Class 1-X
Certificates for the Interest Accrual Period for any Distribution
Date will equal the excess of (a) the weighted average of the
Adjusted Net Mortgage Rates of the Non-Discount Mortgage Loans in
Loan Group 1, weighted on the basis of the Stated Principal
Balances thereof as of the Due Date in the preceding calendar month
(after giving effect to Principal Prepayments received in the
Prepayment Period related to such prior Due Date), over (b)
5.75%. The Pass-Through Rate for the Class 1-X
Certificates for the Interest Accrual Period for the first
Distribution Date is 0.24001% per annum.
|
|
(9)
|
The Pass-Through Rate for the Class 2-X
Certificates for the Interest Accrual Period for any Distribution
Date will equal the excess of (a) the weighted average of the
Adjusted Net Mortgage Rates of the Non-Discount Mortgage Loans in
Loan Group 2, weighted on the basis of the Stated Principal
Balances thereof as of the Due Date in the preceding calendar month
(after giving effect to Principal Prepayments received in the
Prepayment Period related to such prior Due Date), over (b)
7.00%. The Pass-Through Rate for the Class 2-X
Certificates for the Interest Accrual Period for the first
Distribution Date is 1.02228% per annum.
|
|
|
The Class A-R Certificates represent the sole
Class of residual interest in the Master REMIC and in Sub WAC
REMIC. The Class A-R Certificate shall be issued by
the ES Trust as two separate certificates, one with an initial
Certificate Balance of $99.99 and the Tax Matters Person
Certificate with an initial Certificate Balance of
$0.01.
|
|
|
The
Pass-Through Rate for each Class of Subordinated Certificates for
the Interest Accrual Period related to each distribution date will
be a per annum rate equal to the sum of:
|
|
|
•
|
5.75% multiplied by the excess of the
aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group 1 as of the Due Date in the month preceding the calendar
month of that Distribution Date (after giving effect to Principal
Prepayments received in the Prepayment Period related to such prior
Due Date) over the aggregate of the Class Certificate Balances of
the Group 1 Senior Certificates immediately prior to that
Distribution Date, and
|
|
|
•
|
7.00% multiplied by the excess of the
aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group 2 as of the Due Date in the month preceding the calendar
month of that Distribution Date (after giving effect to Principal
Prepayments received in the Prepayment Period related to such prior
Due Date) over the aggregate of the Class Certificate Balances of
the Group 2 Senior Certificates immediately prior to that
Distribution Date,
|
divided by the aggregate of the Class Certificate Balances
of the Subordinated Certificates immediately prior to that
Distribution Date. The Pass-Through Rate for such Class
of Subordinated Certificates for the Interest Accrual Period for
the first Distribution Date is 5.87180%.
|
|
See Schedule
VII for information regarding the Recombinations of the Depositable
and Exchangeable Certificates related to these
uncertificated Master REMIC Interests.
|
The following table specifies the
class designation, interest rate, and principal amount for each
class of Master REMIC Interest:
|
Master REMIC Interest
|
Initial Principal Balance
|
Interest Rate
|
Possible Corresponding ES Trust
Certificates
|
|
MR-1-A-1
|
$ 55,000,000
|
(1)
|
1-A-1
|
|
MR-1-A-2(2)
|
$ 55,000,000(2)
|
(3)
|
1-A-2
|
|
MR-1-A-3
|
$ 45,000,000
|
(4)
|
1-A-3
|
|
MR-1-A-4(2)
|
$ 45,000,000(2)
|
(5)
|
1-A-4
|
|
MR-1-A-5-A-SR
|
$184,287,499.36
|
5.25%
|
1-A-5, 1-A-12, 1-A-13, 1-A-18, 1-A-19, 1-A-20,
1-A-35, 1-A-43
|
|
MR-1-A-5-B-SR
|
$184,287,499.36(2)
|
.25%
|
1-A-5, 1-A-13, 1-A-14, 1-A-19, 1-A-20, 1-A-21,
1-A-35, 1-A-43
|
|
MR-1-A-5-C-SR
|
$184,287,499.36 (2)
|
.25%
|
1-A-5, 1-A-13, 1-A-14, 1-A-19, 1-A-20, 1-A-21,
1-A-35, 1-A-43
|
|
MR-1-A-5-A-SB
|
$ 7,379,166.64
|
5.25%
|
1-A-5, 1-A-12, 1-A-13, 1-A-18, 1-A-19, 1-A-20,
1-A-35, 1-A-44
|
|
MR-1-A-5-B-SB
|
$ 7,379,166.64 (2)
|
.25%
|
1-A-5, 1-A-13, 1-A-14, 1-A-19, 1-A-20, 1-A-21,
1-A-35, 1-A-44
|
|
MR-1-A-5-C-SB
|
$ 7,379,166.64 (2)
|
.25%
|
1-A-5, 1-A-13, 1-A-14, 1-A-19, 1-A-20, 1-A-21,
1-A-35, 1-A-44
|
|
MR-1-A-5-D-SR
|
$ 8,012,500.64
|
5.25%
|
1-A-5, 1-A-12, 1-A-13, 1-A-18, 1-A-19, 1-A-20,
1-A-34, 1-A-43
|
|
MR-1-A-5-E-SR
|
$ 8,012,500.64
(2)
|
.25%
|
1-A-5, 1-A-13, 1-A-14, 1-A-19, 1-A-20, 1-A-21,
1-A-35, 1-A-43
|
|
MR-1-A-5-F-SR
|
$ 8,012,500.64
(2)
|
.25%
|
1-A-5, 1-A-13, 1-A-14, 1-A-19, 1-A-20, 1-A-21,
1-A-35, 1-A-43
|
|
MR-1-A-5-D-SB
|
$ 320,833.36
|
5.25%
|
1-A-5, 1-A-12, 1-A-13, 1-A-18, 1-A-19, 1-A-20,
1-A-34, , 1-A-44
|
|
MR-1-A-5-E-SB
|
$ 320,833.36 (2)
|
.25%
|
1-A-5, 1-A-13, 1-A-14, 1-A-19, 1-A-20, 1-A-21,
1-A-35, 1-A-44
|
|
MR-1-A-5-F-SB
|
$ 320,833.36 (2)
|
.25%
|
1-A-5, 1-A-13, 1-A-14, 1-A-19, 1-A-20, 1-A-21,
1-A-35, 1-A-44
|
|
MR-1-A-6-A
|
$ 105,416,666
|
5.25%
|
1-A-6, 1-A-15, 1-A-16, 1-A-18, 1-A-19, 1-A-20,
1-A-33
|
|
MR-1-A-6-B
|
$ 105,416,666 (2)
|
.25%
|
1-A-6, 1-A-16, 1-A-17, 1-A-19, 1-A-20, 1-A-21,
1-A-33
|
|
MR-1-A-6-C
|
$ 105,416,666 (2)
|
.25%
|
1-A-6, 1-A-16, 1-A-17, 1-A-19, 1-A-20, 1-A-21,
1-A-33
|
|
MR-1-A-6-D
|
$ 4,583,334
|
5.25%
|
1-A-6, 1-A-15, 1-A-16, 1-A-18, 1-A-19, 1-A-20,
1-A-34
|
|
MR-1-A-6-E
|
$ 4,583,334
(2)
|
.25%
|
1-A-6, 1-A-16, 1-A-17, 1-A-19, 1-A-20, 1-A-21,
1-A-33
|
|
MR-1-A-6-F
|
$ 4,583,334
(2)
|
.25%
|
1-A-6, 1-A-16, 1-A-17, 1-A-19, 1-A-20, 1-A-21,
1-A-33
|
|
MR-1-A-7-A
|
$ 20,527,500
|
5.25%
|
1-A-7, 1-A-22, 1-A-23, 1-A-37
|
|
MR-1-A-7-B
|
$ 20,527,500
(2)
|
.25%
|
1-A-7, 1-A-23, 1-A-24, 1-A-37
|
|
MR-1-A-7-C
|
$ 20,527,500
(2)
|
.25%
|
1-A-7, 1-A-23, 1-A-24, 1-A-37
|
|
MR-1-A-7-D
|
$ 892,500
|
5.25%
|
1-A-7, 1-A-22, 1-A-23, 1-A-38
|
|
MR-1-A-7-E
|
$ 892,500
(2)
|
.25%
|
1-A-7, 1-A-23, 1-A-24, 1-A-37
|
|
MR-1-A-7-F
|
$ 892,500
(2)
|
.25%
|
1-A-7, 1-A-23, 1-A-24, 1-A-37
|
|
MR-1-A-8
|
$ 2,200,000
|
5.75%
|
1-A-8
|
|
MR-1-A-9-A
|
$ 32,583,333
|
5.25%
|
1-A-9, 1-A-25, 1-A-26, 1-A-39
|
|
MR-1-A-9-B
|
$ 32,583,333
(2)
|
.25%
|
1-A-9, 1-A-26, 1-A-27, 1-A-39
|
|
MR-1-A-9-C
|
$ 32,583,333
(2)
|
.25%
|
1-A-9, 1-A-26, 1-A-27, 1-A-39
|
|
MR-1-A-9-D
|
$ 1,416,667
|
5.25%
|
1-A-9, 1-A-25, 1-A-26, 1-A-40
|
|
MR-1-A-9-E
|
$ 1,416,667
(2)
|
.25%
|
1-A-9, 1-A-26, 1-A-27, 1-A-39
|
|
MR-1-A-9-F
|
$ 1,416,667
(2)
|
.25%
|
1-A-9, 1-A-26, 1-A-27, 1-A-39
|
|
MR-1-A-10-A
|
$ 33,541,666
|
5.25%
|
1-A-10, 1-A-28, 1-A-29, 1-A-41
|
|
MR-1-A-10-B
|
$ 33,541,666
(2)
|
.25%
|
1-A-10, 1-A-29, 1-A-30, 1-A-41
|
|
MR-1-A-10-C
|
$ 33,541,666
(2)
|
.25%
|
1-A-10, 1-A-29, 1-A-30, 1-A-41
|
|
MR-1-A-10-D
|
$ 1,458,334
|
5.25%
|
1-A-10, 1-A-28, 1-A-29, 1-A-42
|
|
MR-1-A-10-E
|
$ 1,458,334
(2)
|
.25%
|
1-A-10, 1-A-29, 1-A-30, 1-A-41
|
|
MR-1-A-10-F
|
$ 1,458,334
(2)
|
.25%
|
1-A-10, 1-A-29, 1-A-30, 1-A-41
|
|
MR-1-A-11
|
$ 1,589,000
|
5.75%
|
1-A-11
|
|
MR-1-X(1)
|
(6)
|
(6)
|
2-X
|
|
MR-2-A-1-A
|
$ 54,714,000
|
5.25%
|
2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6, 2-A-7,
2-A-8.
|
|
MR-2-A-1-B
|
$ 54,714,000
(2)
|
.25%
|
2-A-1, 2-A-3, 2-A-5, 2-A-7, 2-A-9.
|
|
MR-2-A-1-C
|
$ 54,714,000
(2)
|
.50%
|
2-A-1, 2-A-4, 2-A-5, 2-A-8, 2-A-9.
|
|
MR-2-A-1-D
|
$ 54,714,000
(2)
|
1.00%
|
2-A-1, 2-A-6, 2-A-7, 2-A-8, 2-A-9
|
|
MR-2-X(2)
|
(7)
|
(7)
|
2-X
|
|
MR-1-$100
|
$ 100.00
|
5.75%
|
A-R
|
|
MR-PO
|
$ 2,671,596
|
(8)
|
PO
|
|
MR-M
|
$ 9,653,000
|
(9)
|
M-A
|
|
MR-B-1
|
$ 4,680,000
|
(9)
|
B-1
|
|
MR-B-2
|
$ 3,217,500
|
(9)
|
B-2
|
|
MR-B-3
|
$ 2,340,000
|
(9)
|
B-3
|
|
MR-B-4
|
$ 1,755,000
|
(9)
|
B-4
|
|
MR-B-5
|
$ 1,755,454.79
|
(9)
|
B-5
|
|
MR-A-R
|
(10)
|
(10)
|
A-R
|
|
(1)
|
The Class 1-A-1 Master REMIC Interests will bear
interest during each Interest Accrual Period at a per annum rate of
LIBOR plus 0.60%, subject to a maximum and minimum Pass-Through
Rate of 5.75% and 0.60% per annum, respectively.
|
|
(2)
|
This class will be a class of Notional Amount
Master REMIC Interest, will have no principle balance, and will pay
interest that may be calculated based on its Notional
Amount.
|
|
(3)
|
This class of Master REMIC Interest pays no
principal. For each Distribution Date, this class of
Master REMIC Interest is entitled to a portion of the interest
payable on the Class SW-1-A-1 Sub WAC REMIC
Interest. Specifically, for each Distribution Date, this
Master REMIC Interest is entitled to the interest payable on the
Class SW-1-A-1 Sub WAC REMIC Interest at a per annum rate equal to
5.15% minus LIBOR .
|
|
(4)
|
The Class 1-A-1 Master REMIC Interests will bear
interest during each Interest Accrual Period at a per annum rate of
LIBOR plus 0.35%, subject to a maximum and minimum Pass-Through
Rate of 7.00% and 0.35% per annum, respectively.
|
|
(5)
|
This class of Master REMIC Interest pays no
principal. For each Distribution Date, this class of
Master REMIC Interest is entitled to a portion of the interest
payable on the Class SW-1-A-3 Sub WAC REMIC
Interest. Specifically, for each Distribution Date, this
Master REMIC Interest is entitled to the interest payable on the
Class SW-1-A-3 Sub WAC REMIC Interest at a per annum rate equal to
5.40% minus LIBOR .
|
|
(6)
|
The MR-1-X Master REMIC Interest is entitled to
receive on each Distribution Date all amounts payable with respect
to the SW-1-X Sub WAC REMIC Interest.
|
|
(7)
|
The MR-2-X Master REMIC Interest is entitled to
receive on each Distribution Date all amounts payable with respect
to the SW-2-X Sub WAC REMIC Interest.
|
|
(8)
|
This Class of Master REMIC Interest pays no
interest.
|
|
(9)
|
The pass-through rate for each class of
subordinated certificates for the interest accrual
period
|
related to each distribution date will be a per
annum rate equal to the sum of:
|
|
|
•
|
5.75% multiplied by the excess of the
aggregate stated principal balance of the mortgage loans in loan
group 1 as of the due date in the month preceding the calendar
month of that distribution date (after giving effect to prepayments
received in the prepayment period related to such prior due date)
over the aggregate of the class certificate balances of the group 1
senior certificates immediately prior to that distribution date,
and
|
|
|
•
|
7.00% multiplied by the excess of the
aggregate stated principal balance of the mortgage loans in loan
group 2 as of the due date in the month preceding the calendar
month of that distribution date (after giving effect to prepayments
received in the prepayment period related to such prior due date)
over the aggregate of the class certificate balances of the group 2
senior certificates immediately prior to that distribution
date,
|
divided by the aggregate of the class certificate balances
of the subordinated certificates immediately prior to that
distribution date. See Schedule VII for information regarding the
Recombinations of the Depositable and Exchangeable Certificates
related to these uncertificated Master REMIC Interests.
|
(10)
|
The Class MR-A-R Master REMIC Interest
represents the sole class of residual interest in the Master
REMIC.
|
The following table specifies the
class designation, interest rate, and principal amount for each
class of Strip REMIC Interests:
|
Strip REMIC Interest
|
Initial Principal Balance
|
Interest Rate
|
Corresponding Master REMIC
Interest
|
|
ST-1-A-1
|
$ 55,000,000
|
5.75%
|
MR-1-A-1, MR-1-A-2 (1)
|
|
ST-1-A-3
|
$ 45,000,000
|
5.75%
|
MR-1-A-3, MR-1-A-4 (2)
|
|
ST-1-A-5-A-SR
|
$ 184,287,499.36
|
5.75%
|
MR-1-A-5-A-SR, MR-1-5-B-SR, MR-1-5-C-SR
(3)
|
|
ST-1-A-5-A-SB
|
$ 7,379,166.64
|
5.75%
|
MR-1-A-5-A-SB, MR-1-5-B-SB, MR-1-5-C-SB
(4)
|
|
ST-1-A-5-B-SR
|
$ 8,012,500.64
|
5.75%
|
MR-1-A-5-D-SR, MR-1-5-E-SR, MR-1-5-F-SR
(5)
|
|
ST-1-A-5-B-SB
|
$ 320,833.36
|
5.75%
|
MR-1-A-5-D-SB, MR-1-5-E-SB, MR-1-5-F-SB
(6)
|
|
ST-1-A-6-A
|
$ 105,416,666
|
5.75%
|
MR-1-A-6-A, MR-1-6-B, MR-1-6-C (7)
|
|
ST-1-A-6-B
|
$ 4,583,334
|
5.75%
|
MR-1-A-6-D, MR-1-6-E, MR-1-6-F (8)
|
|
ST-1-A-7-A
|
$ 20,527,500
|
5.75%
|
MR-1-A-7-A, MR-1-7-B, MR-1-7-C (9)
|
|
ST-1-A-7-B
|
$ 892,500
|
5.75%
|
MR-1-A-7-D, MR-1-7-E, MR-1-7-F (10)
|
|
ST-1-A-8
|
$ 2,200,000
|
5.75%
|
MR-1-A-8
|
|
ST-1-A-9-A
|
$ 32,583,333
|
5.75%
|
MR-1-A-9-A, MR-1-9-B, MR-1-9-C (11)
|
|
ST-1-A-9-B
|
$ 1,416,667
|
5.75%
|
MR-1-A-9-D, MR-1-9-E, MR-1-9-F (12)
|
|
ST-1-A-10-A
|
$ 33,541,666
|
5.75%
|
MR-1-A-10-A, MR-1-10-B, MR-1-10-C
(13)
|
|
ST-1-A-10-A
|
$ 1,458,334
|
5.75%
|
MR-1-A-10-D, MR-1-10-E, MR-1-10-F
(14)
|
|
ST-1-A-11-B
|
$ 1,589,000
|
5.75%
|
MR-1-A-11
|
|
ST-1-X
|
(15)
|
(16)
|
MR-1-X
|
|
ST-2-A-1
|
$ 54,714,000
|
7.00%
|
MR-2-A-1-A, MR-2-A-1-B, MR-2-A-1-C, MR-2-A-1-D
(17)
|
|
ST-2-X
|
(15)
|
(18)
|
MR-2-X
|
|
ST-1-$100
|
$100
|
5.75%
|
MR-A-R
|
|
ST-PO
|
$ 2,671,596
|
(19)
|
MR-PO
|
|
ST-M
|
$ 9,653,000
|
(20)
|
MR-M
|
|
ST-B-1
|
$ 4,680,000
|
(20)
|
MR-B-1
|
|
ST-B-2
|
$ 3,217,500
|
(20)
|
MR-B-2
|
|
ST-B-3
|
$ 2,340,000
|
(20)
|
MR-B-3
|
|
ST-B-4
|
$ 1,755,000
|
(20)
|
MR-B-4
|
|
ST-B-5
|
$ 1,755,454.79
|
(20)
|
MR-B-5
|
|
ST-A-R
|
(21)
|
(21)
|
N/A
|
|
(1)
|
For each Distribution Date, the Class MR-1-A-2
Master REMIC Interests are entitled to a specified portion of the
interest payable on Class ST-1-A-1 Strip REMIC
Interest. Specifically, for each Distribution Date, the
Class MR-1-A-2 Master REMIC Interests are entitled to interest
payable on the Class ST-1-A-1 Strip REMIC Interest at a
per annum rate equal to 5.15% minus LIBOR, but not less than
0.00%.
|
|
(2)
|
For each Distribution Date, the Class MR-1-A-4
Master REMIC Interests are entitled to a specified portion of the
interest payable on the Class ST-1-A-3 Strip REMIC
Interest. Specifically, for each Distribution Date, the
Class MR-1-A-4 Master REMIC Interests are entitled to interest
payable on the Class ST-1-A-1 Strip REMIC Interest at a
per annum rate equal to 5.40% minus LIBOR, but not less than
0.00%.
|
|
(3)
|
For each Distribution Date, each of the Class
MR-1-A-5-B-SR and MR-1-A-5-C-SR Master REMIC Interests are entitled
to specified portions of the interest payable on the Class
ST-1-A-5-A-SR Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-5-B-SR and MR-1-A-5-C-SR
Master REMIC Interests are each entitled to interest payable on the
Class ST-1-A-5-A-SR Strip REMIC Interest at a per annum
rate equal to 0.25%.
|
|
(4)
|
For each Distribution Date, each of the Class
MR-1-A-5-B-SB and MR-1-A-5-C-SB Master REMIC Interests are entitled
to specified portions of the interest payable on the Class
ST-1-A-5-A-SB Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-5-B-SB and MR-1-A-5-C-SB
Master REMIC Interests are each entitled to interest payable on the
Class ST-1-A-5-A-SB Strip REMIC Interest at a per annum
rate equal to 0.25%.
|
|
(5)
|
For each Distribution Date, each of the Class
MR-1-A-5-E-SR and MR-1-A-5-F-SR Master REMIC Interests are entitled
to specified portions of the interest payable on the Class
ST-1-A-5-B-SR Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-5-E-SR and MR-1-A-5-F-SR
Master REMIC Interests are each entitled to interest payable on the
Class ST-1-A-5-B-SR Strip REMIC Interest at a per annum
rate equal to 0.25%
|
|
(6)
|
For each Distribution Date, each of the Class
MR-1-A-5-E-SB and MR-1-A-5-F-SB Master REMIC Interests are entitled
to specified portions of the interest payable on the Class
ST-1-A-5-B-SB Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-5-E-SB and MR-1-A-5-F-SB
Master REMIC Interests are each entitled to interest payable on the
Class ST-1-A-5-B-SB Strip REMIC Interest at a per annum
rate equal to 0.25%
|
|
(7)
|
For each Distribution Date, each of the Class
MR-1-A-6-B and MR-1-A-6-C Master REMIC Interests are entitled to
specified portions of the interest payable on the Class ST-1-A-6-A
Strip REMIC Interest. Specifically, for each
Distribution Date, the Class MR-1-A-6-B and MR-1-A-6-C Master REMIC
Interests are each entitled to interest payable on the Class
ST-1-A-6-A Strip REMIC Interest at a per annum rate
equal to 0.25%.
|
|
(8)
|
For each Distribution Date, each of the Class
MR-1-A-6-E and MR-1-A-6-F Master REMIC Interests are entitled to
specified portions of the interest payable on the Class ST-1-A-6-B
Strip REMIC Interest. Specifically, for each
Distribution Date, the Class MR-1-A-6-E and MR-1-A-6-F Master REMIC
Interests are each entitled to interest payable on the Class
ST-1-A-6-B Strip REMIC Interest at a per annum rate
equal to 0.25%.
|
|
(9)
|
For each Distribution Date, each of the Class
MR-1-A-7-B and MR-1-A-7-C Master REMIC Interests are entitled to
specified portions of the interest payable on the Class ST-1-A-7-A
Strip REMIC Interest. Specifically, for each
Distribution Date, the Class MR-1-A-7-B and MR-1-A-7-C Master REMIC
Interests are each entitled to interest payable on the Class
ST-1-A-7-A Strip REMIC Interest at a per annum rate
equal to 0.25%.
|
|
(10)
|
For each Distribution Date, each of the Class
MR-1-A-7-E and MR-1-A-7-F Master REMIC Interests are entitled to
specified portions of the interest payable on the Class ST-1-A-7-B
Strip REMIC Interest. Specifically, for each
Distribution Date, the Class MR-1-A-7-E and MR-1-A-7-F Master REMIC
Interests are each entitled to interest payable on the Class
ST-1-A-7-B Strip REMIC Interest at a per annum rate
equal to 0.25%.
|
|
(11)
|
For each Distribution Date, each of the Class
MR-1-A-9-B and MR-1-A-9-C Master REMIC Interests are entitled to
specified portions of the interest payable on the Class ST-1-A-9-A
Strip REMIC Interest. Specifically, for each
Distribution Date, the Class MR-1-A-9-B and MR-1-A-9-C Master REMIC
Interests are each entitled to interest payable on the Class
ST-1-A-9-A Strip REMIC Interest at a per annum rate
equal to 0.25%.
|
|
(12)
|
For each Distribution Date, each of the Class
MR-1-A-9-E and MR-1-A-9-F Master REMIC Interests are entitled to
specified portions of the interest payable on the Class ST-1-A-9-B
Strip REMIC Interest. Specifically, for each
Distribution Date, the Class MR-1-A-9-E and MR-1-A-9-F Master REMIC
Interests are each entitled to interest payable on the Class
ST-1-A-9-B Strip REMIC Interest at a per annum rate
equal to 0.25%.
|
|
(13)
|
For each Distribution Date, each of the Class
MR-1-A-10-B and MR-1-A-10-C Master REMIC Interests are entitled to
specified portions of the interest payable on the Class ST-1-A-10-A
Strip REMIC Interest. Specifically, for each
Distribution Date, the Class MR-1-A-10-B and MR-1-A-10-C Master
REMIC Interests are each entitled to interest payable on the Class
ST-1-A-10-A Strip REMIC Interest at a per annum rate
equal to 0.25%.
|
|
(14)
|
For each Distribution Date, each of the Class
MR-1-A-10-E and MR-1-A-10-F Master REMIC Interests are entitled to
specified portions of the interest payable on the Class ST-1-A-10-B
Strip REMIC Interest. Specifically, for each
Distribution Date, the Class MR-1-A-10-E and MR-1-A-10-F Master
REMIC Interests are each entitled to interest payable on the Class
ST-1-A-10-B Strip REMIC Interest at a per annum rate
equal to 0.25%.
|
|
(15)
|
This Class of Strip REMIC Interest pays no
principal.
|
|
(16)
|
For each Distribution Date, the Class ST-1-X
Strip REMIC Interest is entitled to all the interest payable with
respect to the Class SW-X-1 SW REMIC Interest.
|
|
(17)
|
For each Distribution Date, each of the Class
MR-2-A-1-B, Class MR-2-A-1-C and MR-2-A-1-D Master REMIC Interests
are entitled to specified portions of the interest payable on the
Class ST-2-A-1 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-2-A-1-B, Class MR-2-A-1-C and
MR-2-A-1-D Master REMIC Interests are respectively entitled to
interest payable on the Class ST-2-A-1 Strip REMIC
Interest at a per annum rate equal to 0.25%. .050% and
1.00%.
|
|
(18)
|
For each Distribution Date, the Class ST-2-X
Strip REMIC Interest is entitled to all the interest payable with
respect to the Class SW-X-2 Sub WAC REMIC Interest.
|
|
(19)
|
For each Distribution Date, the Class ST-PO
Strip REMIC Interest is entitled to all the principal payable with
respect to the Class SW-PO-1 Sub WAC REMIC Interest and the Class
SW-PO-2 Sub WAC REMIC Interest.
|
|
(20)
|
This Class of Strip REMIC Interest pays no
interest.
|
|
(21)
|
The Subordinate Pass-Through Rate.
|
|
(22)
|
The MT-A-R is the sole class of residual
interest in the Strip REMIC. It pays no interest or
principal.
|
On each Distribution Date, interest shall be
payable on the Middle Tier REMIC Interests according the formulas
described above, and principal, Realized Losses and Subsequent
Recoveries shall be allocated among the Middle Tier REMIC Interests
in the same manner that such items are allocated among their
corresponding Master REMIC Interest Classes.
The following table specifies the
class designation, interest rate, and principal amount for each
class of Sub WAC REMIC Interests:
|
Sub WAC
REMIC Interest
Designation
|
Principal Balance
|
|
Loan Group
|
|
SW-A-1
|
(1)
|
5.75%
|
1
|
|
SW-B-1
|
(1)
|
5.75%
|
1
|
|
SW-C-1
|
(1)
|
5.75%
|
1
|
|
SW-PO-1
|
$2,669,397.00
|
(2)
|
1
|
|
SW-X-1
|
(3)
|
(4)
|
1
|
|
SW-A-2
|
(1)
|
7.00%
|
2
|
|
SW-B-2
|
(1)
|
7.00%
|
2
|
|
SW-C-2
|
(1)
|
7.00%
|
2
|
|
SW-PO-2
|
$2,199.00
|
(2)
|
2
|
|
SW-X-2
|
(3)
|
(5)
|
2
|
|
SW-A-R
|
(6)
|
(6)
|
N/A
|
|
(1)
|
Each Class A Sub WAC REMIC Interest will have an
Initial Principal Balance equal to 0.90% of the Subordinated
Portion of its Corresponding Loan Group. Each Class B
Sub WAC REMIC Interest will have an Initial Principal Balance equal
to 0.10% of the Subordinated Portion of its Corresponding Loan
Group. Each Class C Sub WAC REMIC Interest will have an
Initial Principal Balance equal to the excess of its Corresponding
Loan Group (as reduced by the Loan Group’s corresponding PO
Component Balance) over the initial aggregate principal balances of
the Class A and Class B Sub WAC REMIC Interests corresponding to
that Loan Group. Hereafter, the Class A, Class B and
Class C Sub WAC REMIC Interests are referred to as “Tracking
Interests.”
|
|
(2)
|
This Class of Sub WAC REMIC Interest does not
pay any interest.
|
|
(3)
|
This Class of Sub WAC REMIC Interest does not
pay any principal.
|
|
(4)
|
This Class of Sub WAC REMIC Interest is entitled
to receive on each Distribution Date a specified portion of the
interest payable on the Non-Discount Mortgage Loans in the
corresponding Loan Group. Specifically, for each related
Distribution Date, this Class of Sub WAC REMIC Interest is entitled
to interest accruals on each Non-Discount Mortgage Loan in excess
of an Adjusted Net Mortgage Rate of 5.75% per annum.
|
|
(5)
|
This Class of Sub WAC REMIC Interest is entitled
to receive on each Distribution Date a specified portion of the
interest payable on the Non-Discount Mortgage Loans in the
corresponding Loan Group. Specifically, for each related
Distribution Date, this Class of Sub WAC REMIC Interest is entitled
to interest accruals on each Non-Discount Mortgage Loan in excess
of an Adjusted Net Mortgage Rate of 7.00% per annum.
|
|
(6)
|
The Class SW-A-R Sub WAC REMIC Interest is the
sole class of residual interest in the Sub WAC REMIC. It
does not pay any interest or principal.
|
On each Distribution Date, the
Available Funds shall be distributed with respect to the the Sub
WAC REMIC Interests in the following manner:
|
(1)
|
Interest . Interest is to be distributed with
respect to each Sub WAC REMIC Interest at the rates, or according
to the formulas, described above.
|
|
(2)
|
Initial Allocations of Realized Losses and
Principal .
|
|
|
(a)
|
The Trustee shall first allocate the Realized
Losses on the Group 1 Mortgage Loans (including any reductions in
previously allocated Realized Losses on the Group 1 Mortgage Loans
attributable to any related Subsequent Recoveries), and distribute
the principal on the Group 1 Mortgage Loans between the SW-PO-1
Interests and the SW-1 Tracking Interests in the same manner that
such amounts are allocated to or distributed between (a) the Class
PO-1 Component of the Class PO Certificates and (b) the remaining
Group 1 Certificates and the Assumed Balance of the Class
Certificate Balance of each Class of Subordinated Certificates
related to the Group 1 Mortgage Loans.
|
|
|
(b)
|
The Trustee shall first allocate the Realized
Losses on the Group 2 Mortgage Loans (including any reductions in
previously allocated Realized Losses on the Group 2 Mortgage Loans
attributable to any related Subsequent Recoveries), and distribute
the principal on the Group 2 Mortgage Loans between the Class
SW-PO-2 Interest and the SW-2 Tracking Interests in the same manner
that such amounts are allocated to or distributed between (a) the
Class PO-2 Component of the Class PO Certificates and (b) the
remaining Group 2 Senior Certificates and the Assumed Balance of
the Class Certificate Balance of each Class of Subordinated
Certificates related to the Group 2 Mortgage Loans.
|
|
(3)
|
Subsequent Allocations . Amounts allocated to the Tracking
Interests of each Group in accordance with Paragraph 2, above,
shall be further allocated as described below.
|
|
(4)
|
Principal, if no Cross-Over Situation
Exists . If no
Cross-Over Situation exists with respect to any Class of Tracking
Interests, Principal Amounts allocated with respect to each Loan
Group’s Tracking Interests in accordance with Paragraph 2,
shall be further allocated: first to cause the Loan Group’s
corresponding Class A and Class B Tracking Interests to equal,
respectively, 0.90% of the Subordinated Portion and 0.10% of the
Subordinated Portion; and second to the Loan Group’s
corresponding Class C Tracking Interest;
|
|
(5)
|
Principal, if a Cross-Over Situation
Exists . If a
Cross-Over Situation exists with respect to the Class A and Class B
Tracking Interests:
|
|
|
(a)
|
If the Calculation Rate in respect of the
outstanding Class A and Class B Tracking Interests is less than the
Subordinate Pass-Through Rate, Principal Relocation Payments will
be made proportionately to the outstanding Class A Tracking
Interests prior to any other principal distributions from each such
Loan Group.
|
|
|
(b)
|
If the Calculation Rate in respect of the
outstanding Class A and Class B Tracking Interests is greater than
the Subordinate Pass-Through Rate, Principal Relocation Payments
will be made proportionately to the outstanding Class B Tracking
Interests prior to any other principal distributions from each such
Loan Group.
|
In each case, Principal Relocation
Payments will be made so as to cause the Calculation Rate in
respect of the outstanding Class A and Class B Tracking Interests
to equal the Subordinate Pass-Through Rate. With respect
to each Loan Group, if (and to the extent that) the sum of (a) the
principal payments received during the Due Period (as adjusted for
amounts allocated to the related Class PO Component) and (b) the
Realized Losses (as adjusted for amounts allocated to the related
Class PO Component), are insufficient to make the necessary
reductions of principal on the Class A and Class B Tracking
Interests, then interest will be added to the Loan Group’s
Class C Tracking Interest.
|
|
(c)
|
Unless required to achieve the Calculation Rate,
the outstanding aggregate Class A and Class B Tracking Interests
for all Loan Groups will not be reduced below 1 percent of the
excess of (i) the aggregate outstanding Principal Balances of all
Loan Groups (as adjusted for amounts allocated to the related Class
PO Component) as of the end of any Due Period (reduced by principal
prepayments received after the Due Period that are to to be
distributed on the Disribution Date related to the Due Period) over
(ii) the aggregate Class Certificate Balance of the Senior
Certificates for all Loan Groups as of the related Distribution
Date (after taking into account distributions of principal on such
Distribution Date).
|
If (and to the extent that) the
limitation in paragraph (c) prevents the distribution of principal
to the Class A and Class B Tracking Interests of a Loan Group, and
if the Loan Group’s Class C Tracking Interest has already
been reduced to zero, then the excess principal from that Loan
Group (as adjusted for amounts allocated to the related Class PO
Component) will be paid to the Class C Tracking Interests of the
other Loan Groups the aggregate Class A and Class B Tracking
Interests of which are less than one percent of the Subordinated
Portion. If the Loan Group corresponding to the Class C
Tracking Interest that receives such payment has a weighted average
Adjusted Net Mortgage Rate below the weighted average Adjusted Net
Mortgage Rate of the Loan Group making the payment, then the
payment will be treated by the Sub WAC REMIC as a Realized
Loss. Conversely, if the Loan Group corresponding to the
Class C Tracking Interest that receives such payment has a weighted
average Adjusted Net Mortgage Rate above the weighted average
Adjusted Net Mortgage Rate of the Loan Group making the payment,
then the payment will be treated by the Sub WAC REMIC as
a reimbursement for prior Realized Losses.
The foregoing REMIC structure is intended to
cause all of the cash from the Mortgage Loans to flow through to
the Master REMIC as cash flow on a REMIC regular interest, without
creating any shortfall-actual or potential (other than for credit
losses) to any REMIC regular interest.
Set forth below are designations of
Classes or Components of Certificates and other defined terms to
the categories used herein:
|
|
Accretion Directed Certificates
|
None.
|
|
|
Accretion Directed Components
|
None.
|
|
|
Accrual Certificates
|
None.
|
|
|
|
Book-Entry Certificates
|
|
All Classes of Certificates other than the
Physical Certificates.
|
|
|
Combined Certificates
|
None.
|
|
|
