EXECUTION COPY
MORTGAGE ASSET SECURITIZATION
TRANSACTIONS, INC.,
Depositor
UBS REAL ESTATE SECURITIES INC.,
Transferor
WELLS FARGO BANK, N.A.,
Master Servicer, Trust Administrator and Custodian
U.S. BANK NATIONAL ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 2007
MASTR ALTERNATIVE LOAN TRUST
2007-1
MORTGAGE PASS-THROUGH CERTIFICATES,
Series 2007-1
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
3
Section
1.01
Definitions.
3
Section
1.02
Certain
Calculations.
51
Section
1.03
Calculation of
Applicable Fractions.
51
ARTICLE II CONVEYANCE
OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
52
Section
2.01
Conveyance of Mortgage
Loans.
52
Section
2.02
Acceptance by Trustee of
the Mortgage Loans.
56
Section
2.03
Remedies for Breaches of
Representations and Warranties.
58
Section
2.04
Representations and
Warranties of the Depositor as to the Mortgage
Loans.
61
Section
2.05
[Reserved].
61
Section
2.06
Execution and Delivery
of Certificates.
61
Section
2.07
REMIC
Matters.
62
Section
2.08
Covenants of the Master
Servicer.
62
Section
2.09
Representations and
Warranties of the Master Servicer.
62
Section
2.10
Representations and
Warranties of the Custodian.
64
ARTICLE III
ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS
65
Section
3.01
Master Servicing of
Mortgage Loans.
65
Section
3.02
Monitoring of
Servicers.
66
Section
3.03
[Reserved].
68
Section
3.04
Rights of the Depositor
and the Trustee in Respect of the Master
Servicer.
68
Section
3.05
Trustee to Act as Master
Servicer.
68
Section
3.06
Protected
Accounts.
69
Section
3.07
Collection of Mortgage
Loan Payments; Collection Account;
Distribution Account;
Cap Account.
70
Section
3.08
Collection of Taxes,
Assessments and Similar Items; Escrow
Accounts.
73
Section
3.09
Access to Certain
Documentation and Information Regarding the
Mortgage
Loans.
74
Section
3.10
Permitted Withdrawals
from the Collection Account and Distribution
Account.
74
Section
3.11
Maintenance of Hazard
Insurance; Maintenance of Primary Insurance
Policies.
77
Section
3.12
Presentment of Claims
and Collection of Proceeds.
77
Section
3.13
Maintenance of the
Primary Insurance Policies.
77
Section
3.14
Realization upon
Defaulted Mortgage Loans.
78
Section
3.15
REO Property.
78
Section
3.16
Due-on-Sale Clauses;
Assumption Agreements.
80
Section
3.17
Trustee to Cooperate;
Release of Mortgage Files.
80
Section
3.18
Documents, Records and
Funds in Possession of Master Servicer and
Custodian to Be Held for
the Trustee.
81
Section
3.19
Master Servicing
Compensation.
81
Section
3.20
Access to Certain
Documentation.
81
Section
3.21
Annual Statement as to
Compliance.
82
Section
3.22
Report on Assessment of
Compliance and Attestation.
83
Section
3.23
Errors and Omissions
Insurance; Fidelity Bonds.
86
Section
3.24
Master Servicer to Remit
Prepayment Penalties to the Transferor.
86
Section
3.25
Cap
Agreement.
87
ARTICLE IV
DISTRIBUTIONS AND SERVICING ADVANCES
87
Section
4.01
Advances.
87
Section
4.02
Priorities of
Distribution.
88
Section
4.03
Allocation of Realized
Losses.
97
Section
4.04
Distribution Date
Statements to Certificateholders.
100
Section
4.05
Supplemental Interest
Trust.
103
Section
4.06
Cap Payments.
103
ARTICLE V THE
CERTIFICATES
103
Section
5.01
The
Certificates.
103
Section
5.02
Certificate Register;
Registration of Transfer and Exchange of
Certificates.
104
Section
5.03
Mutilated, Destroyed,
Lost or Stolen Certificates.
111
Section
5.04
Persons Deemed
Owners.
111
Section
5.05
Access to List of
Certificateholders’ Names and Addresses.
111
Section
5.06
Maintenance of Office or
Agency.
112
Section
5.07
Deposit of
Uncertificated REMIC Interests.
112
ARTICLE VI THE
DEPOSITOR, THE MASTER SERVICER AND THE CUSTODIAN
112
Section
6.01
Respective Liabilities
of the Depositor, the Master Servicer and the
Custodian.
112
Section
6.02
Merger or Consolidation
of the Depositor, the Master Servicer and the
Custodian.
112
Section
6.03
Limitation on Liability
of the Depositor, the Transferor, the Master
Servicer, the Custodian
and Others.
113
Section
6.04
Limitation on
Resignation of Master Servicer.
114
Section
6.05
Sale and Assignment of
Master Servicing Rights.
114
Section
6.06
Fees of the
Custodian.
114
ARTICLE VII
DEFAULT
115
Section
7.01
Events of
Default.
115
Section
7.02
Trustee to Act;
Appointment of Successor.
117
Section
7.03
Notification to
Certificateholders.
118
ARTICLE VIII CONCERNING
THE TRUSTEE
119
Section
8.01
Duties of
Trustee.
119
Section
8.02
Certain Matters
Affecting the Trustee.
120
Section
8.03
Trustee Not Liable for
Certificates or Mortgage Loans.
122
Section
8.04
Trustee May Own
Certificates.
122
Section
8.05
Trustee’s Fees and
Expenses.
122
Section
8.06
Eligibility Requirements
for Trustee.
123
Section
8.07
Resignation and Removal
of Trustee.
124
Section
8.08
Successor
Trustee.
124
Section
8.09
Merger or Consolidation
of Trustee.
125
Section
8.10
Appointment of
Co-Trustee or Separate Trustee.
125
ARTICLE IX CONCERNING
THE TRUST ADMINISTRATOR AND THE MASTER SERVICER
127
Section
9.01
Duties of Trust
Administrator.
127
Section
9.02
Certain Matters
Affecting the Trust Administrator.
128
Section
9.03
Trust Administrator Not
Liable for Certificates or Mortgage Loans.
130
Section
9.04
Trust Administrator May
Own Certificates.
130
Section
9.05
Trust
Administrator’s Fees and Expenses.
130
Section
9.06
Eligibility Requirements
for Trust Administrator.
131
Section
9.07
Resignation and Removal
of Trust Administrator.
131
Section
9.08
Successor Trust
Administrator.
133
Section
9.09
Merger or Consolidation
of Trust Administrator.
134
Section
9.10
[Reserved].
134
Section
9.11
Tax Matters.
134
Section
9.12
Periodic
Filings.
137
ARTICLE X
TERMINATION
147
Section
10.01
Termination upon
Liquidation or Purchase of All Mortgage Loans.
147
Section
10.02
Final Distribution on
the Certificates.
148
Section
10.03
Additional Termination
Requirements.
149
ARTICLE XI
MISCELLANEOUS PROVISIONS
150
Section
11.01
Amendment.
150
Section
11.02
Recordation of
Agreement; Counterparts.
152
Section
11.03
Governing
Law.
153
Section
11.04
Intention of
Parties.
153
Section
11.05
Notices.
153
Section
11.06
Severability of
Provisions.
155
Section
11.07
Assignment.
155
Section
11.08
Limitation on Rights of
Certificateholders.
155
Section
11.09
Inspection and Audit
Rights.
156
Section
11.10
Certificates
Nonassessable and Fully Paid.
156
Section
11.11
Compliance With
Regulation AB.
156
SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule II
Representations and Warranties as to the
Mortgage Loans
EXHIBITS
Exhibit A:
Form of Class PO Certificate
Exhibit B
Form of Class A-X Certificate
Exhibit C-1:
Form of Class A-R Certificate
Exhibit C-2:
Form of Class P Certificate
Exhibit D:
Form of Class B Certificate
Exhibit E:
Form of Senior Certificate
Exhibit F:
Form of Reverse of
Certificates
Exhibit G:
Form of Initial Certification of
Custodian
Exhibit H:
Form of Final Certification of
Custodian
Exhibit I:
Transfer Affidavit
Exhibit J:
Form of Transferor Certificate
Exhibit K:
Form of Investment Letter (Non Rule
144A)
Exhibit L:
Form of Rule 144A Letter
Exhibit M:
Form of Request for Release
Exhibit N:
Form of Sarbanes-Oxley
Certification
Exhibit O:
Form of Cap Agreement
Exhibit P:
[Reserved]
Exhibit Q:
Form of Assessment of
Compliance
Exhibit R:
[Reserved]
Exhibit S:
Additional Disclosure
Notification
Exhibit T:
Additional Form 10-D
Disclosure
Exhibit U:
Additional Form 10-K
Disclosure
Exhibit V:
Form 8-K Disclosure
Information
Exhibit W:
[Reserved]
Exhibit X:
Assessments of Compliance and Attestation
Reports Servicing Criteria
THIS POOLING AND SERVICING AGREEMENT,
dated as of January 1, 2007, among MORTGAGE ASSET SECURITIZATION
TRANSACTIONS, INC., a Delaware corporation, as depositor (the
“Depositor”), UBS REAL ESTATE SECURITIES INC., a
Delaware corporation, as transferor (the “Transferor”),
WELLS FARGO BANK, N.A., a national banking association
(“Wells Fargo”), as master servicer (in such capacity,
the “Master Servicer”), as trust administrator (in such
capacity, the “Trust Administrator”) and as custodian
(in such capacity, the “Custodian”) and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as trustee
(in such capacity, the “Trustee”).
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. The Trust Fund is being conveyed to the Trustee to
create a trust for the benefit of the Certificateholders. The
Trust Fund for federal income tax purposes shall consist of nine
REMICs (the “Subsidiary REMIC”, the “Middle REMIC
1”, the “Middle REMIC 2”, the “Middle REMIC
3”, the “Middle REMIC 4”, the “Middle REMIC
5”, the “Middle REMIC 6”, the “Middle REMIC
7” and the “Master REMIC”). The
“latest possible maturity date” for federal income tax
purposes of all interests created hereby shall be the Latest
Possible Maturity Date.
The Subsidiary REMIC shall consist of all
of the assets constituting the Trust Fund corresponding to
Collateral Group 1, Collateral Group 2 and Collateral Group 3
(exclusive of the Class P Prepayment Charges, the Cap Account and
the Cap Agreement) and shall be evidenced by the uncertificated
interests set forth below that shall be designated as REMIC regular
interests (the “Subsidiary REMIC Regular Interests”).
In addition, the Subsidiary REMIC shall issue the Class A-LR
Certificate and shall designate such interest as its sole class of
residual interest.
The Middle REMIC 1 shall hold as its
assets the uncertificated REMIC regular interests issued by the
Subsidiary REMIC. The Middle REMIC 1 shall issue the Class
R-2 interest and shall designate such interest as its sole class of
residual interest. In addition, the Middle REMIC 1 shall
issue the uncertificated REMIC regular interests set forth below
for the Middle REMIC 1 (the “Middle REMIC 1 Regular
Interests”).
The Middle REMIC 2 shall hold as its
assets the uncertificated REMIC regular interests issued by the
Middle REMIC 1. The Middle REMIC 2 shall issue the Class R-3
interest and shall designate such interest as its sole class of
residual interest. In addition, the Middle REMIC 2 shall
issue the uncertificated REMIC regular interests set forth below
for the Middle REMIC 2 (the “Middle REMIC 2 Regular
Interests”).
The Middle REMIC 3 shall hold as its
assets the uncertificated REMIC regular interests issued by the
Middle REMIC 2. The Middle REMIC 3 shall issue the Class R-4
interest and shall designate such interest as its sole class of
residual interest. In addition, the Middle REMIC 3 shall
issue the uncertificated REMIC regular interests set forth below
for the Middle REMIC 3 (the “Middle REMIC 3 Regular
Interests”).
The Middle REMIC 4 shall hold as its
assets the uncertificated REMIC regular interests issued by the
Middle REMIC 3. The Middle REMIC 4 shall issue the Class R-5
interest and shall designate such interest as its sole class of
residual interest. In addition, the Middle REMIC 4 shall
issue the uncertificated REMIC regular interests set forth below
for the Middle REMIC 4 (the “Middle REMIC 4 Regular
Interests”).
The Middle REMIC 5 shall hold as its
assets the uncertificated REMIC regular interests issued by the
Middle REMIC 4. The Middle REMIC 5 shall issue the Class R-6
interest and shall designate such interest as its sole class of
residual interest. In addition, the Middle REMIC 5 shall
issue the uncertificated REMIC regular interests set forth below
for the Middle REMIC 5 (the “Middle REMIC 5 Regular
Interests”).
The Middle REMIC 6 shall hold as its
assets the uncertificated REMIC regular interests issued by the
Middle REMIC 5. The Middle REMIC 6 shall issue the Class R-7
interest and shall designate such interest as its sole class of
residual interest. In addition, the Middle REMIC 6 shall
issue the uncertificated REMIC regular interests set forth below
for the Middle REMIC 6 (the “Middle REMIC 6 Regular
Interests”).
The Middle REMIC 7 shall hold as its
assets the uncertificated REMIC regular interests issued by the
Middle REMIC 6. The Middle REMIC 7 shall issue the Class R-8
interest and shall designate such interest as its sole class of
residual interest. In addition, the Middle REMIC 7 shall
issue the uncertificated REMIC regular interests set forth below
for the Middle REMIC 7 (the “Middle REMIC 7 Regular
Interests”).
The Master REMIC shall consist of the
Middle REMIC 7 Regular Interests and shall be evidenced by the
Classes of Certificates and Uncertificated REMIC Interests set
forth below for the Master REMIC (which, except for the
Exchangeable Certificates and the Class P, Class A-LR and Class
A-UR Certificates, and exclusive of the entitlement to receive
payments from the Cap Account, shall represent the “regular
interests” in the Master REMIC) and the Class R-9 Interest as
the single “residual interest” in the Master REMIC.
The Class A-UR Certificate shall not be considered a
Certificate issued by the Master REMIC, but instead shall represent
beneficial ownership of the Class R-2, Class R-3, Class R-4, Class
R-5, Class R-6, Class R-7, Class R-8 and Class R-9
interests.
Subsidiary REMIC:
The Subsidiary REMIC Regular Interests,
each of which is hereby designated as a REMIC regular interest for
federal income tax purposes, shall have the following principal
balances, pass-through rates and corresponding Collateral Groups in
the manner set forth in the following table:
|
|
|
|
|
|
REMIC
Interests
|
Initial
Balance
|
Pass-
Through Rate
|
Corresponding Collateral Group
|
|
LT1-1
|
(1)
|
5.750%
|
1
|
|
LT2-1
|
(1)
|
5.750%
|
1
|
|
LT3-1
|
(1)
|
5.750%
|
1
|
|
LT1-2
|
(1)
|
6.500%
|
2
|
|
LT2-2
|
(1)
|
6.500%
|
2
|
|
LT3-2
|
(1)
|
6.500%
|
2
|
|
LT1-3
|
(1)
|
6.000%
|
3
|
|
LT2-3
|
(1)
|
6.000%
|
3
|
|
LT3-3
|
(1)
|
6.000%
|
3
|
|
LT-15-A-X
|
(2)
|
(3)
|
3
|
|
LT-30-A-X
|
(2)
|
(4)
|
2
|
|
LT-15-PO
|
(5)
|
0.000%
|
3
|
|
LT-30-PO
|
(6)
|
0.000%
|
1
|
____________________
(1)
Each LT1 Interest shall
have a principal balance initially equal to 0.9% of the Group
Subordinate Amount of its corresponding Collateral Group or Groups.
Each LT2 Interest shall have a principal balance initially
equal to 0.1% of the Group Subordinate Amount of its corresponding
Collateral Group. The initial principal balance of each
LT3 Interest shall equal the excess of the Group Balance of its
corresponding Collateral Group or Groups over the sum of (i) the
initial principal balances of the LT1 and LT2 Interests
corresponding to such Collateral Group or Groups, (ii) the portion
of the LT-15-PO or LT 30-PO Interest attributable to the Discount
Loans in the Collateral Group or Groups corresponding to such LT3
Interest, and (iii) in the case of Collateral Group 3 the principal
balance of the Class A-LR Certificate.
(2)
This Subsidiary REMIC
interest shall not have any principal balance.
(3)
The LT-15-A-X Interest
shall be entitled to receive all interest accrued at the related
Stripped Interest Rate on each Non-Discount Mortgage Loan in
Collateral Group 3.
(4)
The LT-30-A-X Interest
shall be entitled to receive all interest accrued at the related
Stripped Interest Rate on each Non-Discount Mortgage Loan in
Collateral Group 2.
(5)
The LT-15-PO Interest
shall have an initial principal balance equal to the initial
principal balance of the Class 15-PO Certificate.
(6)
The LT-30-PO Interest
shall have an initial principal balance equal to the initial
principal balance of the Class 30-PO Certificate.
Unless a Cross-over Situation (as defined
below) exists, principal and Realized Losses arising with respect
to each Collateral Group shall be allocated first to cause the LT1
and LT2 interests corresponding to such Collateral Group or Groups
to equal 0.9% and 0.1% of the Group Subordinate Amount of such
Collateral Group or Groups as of such Distribution Date and all
excess principal and Realized Losses shall be allocated to the LT3
interest corresponding to such Collateral Group or Groups. A
LT1, LT2 or LT3 interest that is allocated principal on any
Distribution Date shall receive such principal, and have its
principal balance reduced by the amount of such principal, on such
Distribution Date. Similarly, a LT1, LT2 or LT3 interest that
is allocated a Realized Loss on any Distribution Date shall have
its principal balance reduced by the amount of such Realized Loss
on such Distribution Date.
A “Cross-over Situation”
exists if on any Distribution Date (after taking into account
distributions of principal and allocations of Realized Losses on
such Distribution Date) the LT1 and LT2 interests corresponding to
any Collateral Group or Groups are in the aggregate less than 1% of
the Group Subordinate Amount of the Collateral Group or Groups to
which they correspond. In the event that a Cross-Over
Situation exists on any Distribution Date, and the weighted average
rate of the outstanding LT1 and LT2 interests related to a Class of
Subordinate Certificates is less than the Pass-Through Rate for
such class of Subordinate Certificates, a Principal Relocation
Payment (as defined below) shall be made proportionately to such
outstanding LT1 interests prior to any other distributions of
principal from each such Collateral Group or Groups. In the
event that a Cross-Over Situation exists on any Distribution Date,
and the weighted average rate of the outstanding LT1 and LT2
interests related to a Class of Subordinate Certificates is greater
than the Pass-Through Rate for such class of Subordinate
Certificates, a Principal Relocation Payment shall be made
proportionately to such outstanding LT2 interests prior to any
other distributions of principal from each such Collateral Group.
A “Principal Relocation Payment” is a
distribution of principal that causes the Calculation Rate (as
defined below) on the outstanding LT1 and LT2 interests related to
a Class of Subordinate Certificates to equal the Pass-Through Rate
for such class of Subordinate Certificates. The
“Calculation Rate” shall equal the product of (i) 10
and (ii) the weighted average rate of the outstanding Class LT1 and
Class LT2 interests related to a Class of Subordinate Certificates,
treating each Class LT1 interest as capped at zero or reduced by a
fixed percentage of 100% of the interest accruing on such class.
Principal Relocation Payments shall be made from principal
received on the Mortgage Loans from the related Collateral Group or
Groups and shall also consist of a proportionate allocation of
Realized Losses from the Mortgage Loans of the related Collateral
Group or Groups. For purposes of making Principal Relocation
Payments, to the extent that the principal received during the
Collection Period from the related Collateral Group and Realized
Losses are insufficient to make the necessary reduction of
principal, then interest shall accrue on the LT3 interest related
to a Collateral Group or Groups (and be added to their principal
balances) that are not receiving a Principal Relocation Payment to
allow the necessary Principal Relocation Payment to be
made.
If a Cross-Over Situation exists, the
outstanding aggregate principal balance of the related LT1 and LT2
interests shall not be reduced below one percent of the aggregate
Group Balance of the related Collateral Group or Groups as of the
end of any Collection Period in excess of the Senior Certificates
related to such Collateral Group as of the related Distribution
Date (after taking into account distributions of principal and
allocations of Realized Losses on such Distribution Date). To
the extent this limitation prevents the distribution of principal
to the LT1 and LT2 interests of a Collateral Group and the related
LT3 interest has already been reduced to zero, such excess
principal from the other Collateral Group or Collateral Groups
shall be paid proportionately to the LT3 interests of the
Collateral Group or Groups whose aggregate LT1 and LT2 interests
are less than one percent of the Group Subordinate Amount.
Any such shortfall as a result of the Collateral Group or
Groups receiving the extra payment having a Ratio-strip Rate (as
defined below) lower than the weighted average Ratio-strip Rate of
the Collateral Group from which the payment was relocated shall be
treated as a Realized Loss and if excess arises as a result of the
Collateral Group receiving the extra payment having a Ratio-strip
Rate higher than the Collateral Group from which the payment was
relocated it shall reimburse the Middle REMIC for prior Realized
Losses. The “Ratio-strip Rate” for each
Collateral Group shall be equal to 5.750% for Collateral Group 1,
6.500% for Collateral Group 2 and 6.000% for Collateral Group
3.
The Class LT-15-PO Interest shall be
entitled to receive the PO Principal Distribution Amount for
Collateral Group 3 and the Class LT-30-PO Interest shall be
entitled to receive the PO Principal Distribution Amount for
Collateral Group 1.
Middle REMIC 1:
The Middle REMIC Regular Interests, each
of which is hereby designated as a REMIC regular interest for
federal income tax purposes, shall have the following principal
balances and pass-through rates in the manner set forth in the
following table:
|
|
|
|
|
|
Middle REMIC 1
Interests
|
Initial
Balance
|
Pass-
Through Rate
|
Corresponding Class in the Master
REMIC
|
|
MT1-1-A-1
|
(3)
|
5.750%
|
1-A-1, 1-A-2
|
|
MT1-1-A-3
|
(3)
|
5.750%
|
1-A-3
|
|
MT1-1-A-4
|
(3)
|
5.750%
|
1-A-4
|
|
MT1-1-A-5
|
(3)
|
5.750%
|
1-A-5
|
|
MT1-1-A-6
|
(3)
|
5.750%
|
1-A-6
|
|
MT1-2-A-1
|
(3)
|
6.500%
|
2-A-1
|
|
MT1-2-A-2
|
(3)
|
6.000%
|
2-A-2
|
|
MT1-2-A-3
|
(3)
|
6.000%
|
2-A-3
|
|
MT1-2-A-4
|
(3)
|
7.000%
|
2-A-4, 2-A-14
|
|
MT1-2-A-6
|
(3)
|
6.000%
|
2-A-6
|
|
MT1-3-A-1
|
(3)
|
6.000%
|
3-A-1
|
|
MT1-3-A-2
|
(3)
|
6.000%
|
3-A-2
|
|
MT1-15-PO
|
(3)
|
0.000%
|
15-PO
|
|
MT1-30-PO
|
(3)
|
0.000%
|
30-PO
|
|
MT1-15-A-X
|
(1)
|
(1)
|
15-A-X
|
|
MT1-30-A-X
|
(4)
|
(4)
|
30-A-X
|
|
MT1-A-UR
|
(3)
|
6.000%
|
A-UR
|
|
MT1-B-1
|
(3)
|
(2)
|
B-1
|
|
MT1-B-2
|
(3)
|
(2)
|
B-2
|
|
MT1-B-3
|
(3)
|
(2)
|
B-3
|
|
MT1-B-4
|
(3)
|
(2)
|
B-4
|
|
MT1-B-5
|
(3)
|
(2)
|
B-5
|
|
MT1-B-6
|
(3)
|
(2)
|
B-6
|
_______________
(1)
The Class MT1-15-A-X
shall not have a principal balance. The Class MT1-15-A-X
shall be entitled to the excess interest on the Non-Discount
Mortgage Loans in Collateral Group 3, which excess corresponds to
100% of the distributions on the LT-15-A-X interest issued by the
Subsidiary REMIC.
(2)
The Calculation Rate,
which rate equals the product of (i) 10 and (ii) the weighted
average rate of the outstanding Class LT1 and Class LT2 interests
corresponding to each Collateral Group, treating each such Class
LT1 interest as capped at zero or reduced by a fixed percentage of
100% of the interest accruing on such Class. The Calculation
Rate is designed to always equal the Pass-Through Rate of each
class of the Subordinate Certificates.
(3)
The initial principal
balance of each of these Middle REMIC 1 Regular Interests shall
equal the aggregate initial Class Principal Balance of each of its
Corresponding Classes of Certificates.
(4)
The Class MT1-30-A-X
shall not have a principal balance. The Class MT1-30-A-X
shall be entitled to the excess interest on the Non-Discount
Mortgage Loans in Collateral Group 2, which excess corresponds to
100% of the distributions on the LT-30-A-X interest issued by the
Subsidiary REMIC.
Each Middle REMIC 1 Regular Interest
shall receive principal distributions and allocations of Realized
Losses equal to those for its corresponding class or classes in the
Master REMIC.
Middle REMIC 2:
The Middle REMIC 2 Regular Interests,
each of which is hereby designated as a REMIC regular interest for
federal income tax purposes, shall have the following principal
balances and pass-through rates in the manner set forth in the
following table:
|
|
|
|
|
|
Middle REMIC 2
Interests
|
Initial
Balance
|
Pass-
Through Rate
|
Corresponding Class in the Master
REMIC
|
|
MT2-1-A-1
|
(3)
|
5.750%
|
1-A-1, 1-A-2
|
|
MT2-1-A-3
|
(3)
|
5.750%
|
1-A-3
|
|
MT2-1-A-4
|
(3)
|
5.750%
|
1-A-4
|
|
MT2-1-A-5
|
(3)
|
5.750%
|
1-A-5
|
|
MT2-1-A-6
|
(3)
|
5.750%
|
1-A-6
|
|
MT2-2-A-1
|
(3)
|
6.500%
|
2-A-1
|
|
MT2-2-A-2
|
(3)
|
6.000%
|
2-A-2
|
|
MT2-2-A-3
|
(3)
|
6.000%
|
2-A-3
|
|
MT2-2-A-4
|
(3)
|
7.000%
|
2-A-4, 2-A-14
|
|
MT2-2-A-6
|
(3)
|
6.000%
|
2-A-6
|
|
MT2-3-A-1
|
(3)
|
6.000%
|
3-A-1
|
|
MT2-3-A-2
|
(3)
|
6.000%
|
3-A-2
|
|
MT2-15-PO
|
(3)
|
0.000%
|
15-PO
|
|
MT2-30-PO
|
(3)
|
0.000%
|
30-PO
|
|
MT2-15-A-X
|
(1)
|
(1)
|
15-A-X
|
|
MT2-30-A-X
|
(4)
|
(4)
|
30-A-X
|
|
MT2-A-UR
|
(3)
|
6.000%
|
A-UR
|
|
MT2-B-1
|
(3)
|
(2)
|
B-1
|
|
MT2-B-2
|
(3)
|
(2)
|
B-2
|
|
MT2-B-3
|
(3)
|
(2)
|
B-3
|
|
MT2-B-4
|
(3)
|
(2)
|
B-4
|
|
MT2-B-5
|
(3)
|
(2)
|
B-5
|
|
MT2-B-6
|
(3)
|
(2)
|
B-6
|
_______________
(1)
The Class MT2-15-A-X
shall not have a principal balance. The Class MT2-15-A-X
shall be entitled to the excess interest on the Non-Discount
Mortgage Loans in Collateral Group 3, which excess corresponds to
100% of the distributions on the LT-15-A-X interest issued by the
Subsidiary REMIC.
(2)
The Calculation Rate,
which rate equals the product of (i) 10 and (ii) the weighted
average rate of the outstanding Class LT1 and Class LT2 interests
corresponding to each Collateral Group, treating each such Class
LT1 interest as capped at zero or reduced by a fixed percentage of
100% of the interest accruing on such Class. The Calculation
Rate is designed to always equal the Pass-Through Rate of each
class of the Subordinate Certificates.
(3)
The initial principal
balance of each of these Middle REMIC 2 Regular Interests shall
equal the aggregate initial Class Principal Balance of each of its
Corresponding Classes of Certificates.
(4)
The Class MT2-30-A-X
shall not have a principal balance. The Class MT2-30-A-X
shall be entitled to the excess interest on the Non-Discount
Mortgage Loans in Collateral Group 2, which excess corresponds to
100% of the distributions on the LT-30-A-X interest issued by the
Subsidiary REMIC.
Each Middle REMIC 2 Regular Interest
shall receive principal distributions and allocations of Realized
Losses equal to those for its corresponding class or classes in the
Master REMIC.
Middle REMIC 3:
The Middle REMIC 3 Regular Interests,
each of which is hereby designated as a REMIC regular interest for
federal income tax purposes, shall have the following principal
balances and pass-through rates in the manner set forth in the
following table:
|
|
|
|
|
|
Middle REMIC 3
Interests
|
Initial
Balance
|
Pass-
Through Rate
|
Corresponding Class in the Master
REMIC
|
|
MT3-1-A-1
|
(3)
|
5.750%
|
1-A-1, 1-A-2
|
|
MT3-1-A-3
|
(3)
|
5.750%
|
1-A-3
|
|
MT3-1-A-4
|
(3)
|
5.750%
|
1-A-4
|
|
MT3-1-A-5
|
(3)
|
5.750%
|
1-A-5
|
|
MT3-1-A-6
|
(3)
|
5.750%
|
1-A-6
|
|
MT3-2-A-1
|
(3)
|
6.500%
|
2-A-1
|
|
MT3-2-A-2
|
(3)
|
6.000%
|
2-A-2
|
|
MT3-2-A-3
|
(3)
|
6.000%
|
2-A-3
|
|
MT3-2-A-4
|
(3)
|
6.650%
|
2-A-4, 2-A-14
|
|
MT3-2-A-IO1
|
(5)
|
(5)
|
N/A
|
|
MT3-2-A-6
|
(3)
|
6.000%
|
2-A-6
|
|
MT3-3-A-1
|
(3)
|
6.000%
|
3-A-1
|
|
MT3-3-A-2
|
(3)
|
6.000%
|
3-A-2
|
|
MT3-15-PO
|
(3)
|
0.000%
|
15-PO
|
|
MT3-30-PO
|
(3)
|
0.000%
|
30-PO
|
|
MT3-15-A-X
|
(1)
|
(1)
|
15-A-X
|
|
MT3-30-A-X
|
(4)
|
(4)
|
30-A-X
|
|
MT3-A-UR
|
(3)
|
6.000%
|
A-UR
|
|
MT3-B-1
|
(3)
|
(2)
|
B-1
|
|
MT3-B-2
|
(3)
|
(2)
|
B-2
|
|
MT3-B-3
|
(3)
|
(2)
|
B-3
|
|
MT3-B-4
|
(3)
|
(2)
|
B-4
|
|
MT3-B-5
|
(3)
|
(2)
|
B-5
|
|
MT3-B-6
|
(3)
|
(2)
|
B-6
|
_______________
(1)
The Class MT3-15-A-X
shall not have a principal balance. The Class MT3-15-A-X
shall be entitled to the excess interest on the Non-Discount
Mortgage Loans in Collateral Group 3, which excess corresponds to
100% of the distributions on the LT-15-A-X interest issued by the
Subsidiary REMIC.
(2)
The Calculation Rate,
which rate equals the product of (i) 10 and (ii) the weighted
average rate of the outstanding Class LT1 and Class LT2 interests
corresponding to each Collateral Group, treating each such Class
LT1 interest as capped at zero or reduced by a fixed percentage of
100% of the interest accruing on such Class. The Calculation
Rate is designed to always equal the Pass-Through Rate of each
class of the Subordinate Certificates.
(3)
The initial principal
balance of each of these Middle REMIC 3 Regular Interests shall
equal the aggregate initial Class Principal Balance of each of its
Corresponding Classes of Certificates.
(4)
The Class MT3-30-A-X
shall not have a principal balance. The Class MT3-30-A-X
shall be entitled to the excess interest on the Non-Discount
Mortgage Loans in Collateral Group 2, which excess corresponds to
100% of the distributions on the LT-30-A-X interest issued by the
Subsidiary REMIC.
(5)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate of 0.35% on
the outstanding principal balance of the Class MT2-2-A-4
interest.
Each Middle REMIC 3 Regular Interest
shall receive principal distributions and allocations of Realized
Losses equal to those for its corresponding class or classes in the
Master REMIC.
Middle REMIC 4:
The Middle REMIC 4 Regular Interests,
each of which is hereby designated as a REMIC regular interest for
federal income tax purposes, shall have the following principal
balances and pass-through rates in the manner set forth in the
following table:
|
|
|
|
|
|
Middle REMIC 4
Interests
|
Initial
Balance
|
Pass-
Through Rate
|
Corresponding Class in the Master
REMIC
|
|
MT4-1-A-1
|
(3)
|
5.750%
|
1-A-1, 1-A-2
|
|
MT4-1-A-3
|
(3)
|
5.750%
|
1-A-3
|
|
MT4-1-A-4
|
(3)
|
5.750%
|
1-A-4
|
|
MT4-1-A-5
|
(3)
|
5.750%
|
1-A-5
|
|
MT4-1-A-6
|
(3)
|
5.750%
|
1-A-6
|
|
MT4-2-A-1
|
(3)
|
6.500%
|
2-A-1
|
|
MT4-2-A-2
|
(3)
|
6.000%
|
2-A-2
|
|
MT4-2-A-3
|
(3)
|
6.000%
|
2-A-3
|
|
MT4-2-A-4
|
(3)
|
(5)
|
2-A-4, 2-A-14
|
|
MT4-2-A-IO1
|
(6)
|
(6)
|
N/A
|
|
MT4-2-A-IO2
|
(7)
|
(7)
|
N/A
|
|
MT4-2-A-6
|
(3)
|
6.000%
|
2-A-6
|
|
MT4-3-A-1
|
(3)
|
6.000%
|
3-A-1
|
|
MT4-3-A-2
|
(3)
|
6.000%
|
3-A-2
|
|
MT4-15-PO
|
(3)
|
0.000%
|
15-PO
|
|
MT4-30-PO
|
(3)
|
0.000%
|
30-PO
|
|
MT4-15-A-X
|
(1)
|
(1)
|
15-A-X
|
|
MT4-30-A-X
|
(4)
|
(4)
|
30-A-X
|
|
MT4-A-UR
|
(3)
|
6.000%
|
A-UR
|
|
MT4-B-1
|
(3)
|
(2)
|
B-1
|
|
MT4-B-2
|
(3)
|
(2)
|
B-2
|
|
MT4-B-3
|
(3)
|
(2)
|
B-3
|
|
MT4-B-4
|
(3)
|
(2)
|
B-4
|
|
MT4-B-5
|
(3)
|
(2)
|
B-5
|
|
MT4-B-6
|
(3)
|
(2)
|
B-6
|
_______________
(1)
The Class MT4-15-A-X
shall not have a principal balance. The Class MT4-15-A-X
shall be entitled to the excess interest on the Non-Discount
Mortgage Loans in Collateral Group 3, which excess corresponds to
100% of the distributions on the LT-15-A-X interest issued by the
Subsidiary REMIC.
(2)
The Calculation Rate,
which rate equals the product of (i) 10 and (ii) the weighted
average rate of the outstanding Class LT1 and Class LT2 interests
corresponding to each Collateral Group, treating each such Class
LT1 interest as capped at zero or reduced by a fixed percentage of
100% of the interest accruing on such Class. The Calculation
Rate is designed to always equal the Pass-Through Rate of each
class of the Subordinate Certificates.
(3)
The initial principal
balance of each of these Middle REMIC 4 Regular Interests shall
equal the aggregate initial Class Principal Balance of each of its
Corresponding Classes of Certificates.
(4)
The Class MT4-30-A-X
shall not have a principal balance. The Class MT4-30-A-X
shall be entitled to the excess interest on the Non-Discount
Mortgage Loans in Collateral Group 2, which excess corresponds to
100% of the distributions on the LT-30-A-X interest issued by the
Subsidiary REMIC.
(5)
This interest shall
bear interest at a per annum rate of LIBOR subject to a minimum
rate of 6.630% and a maximum rate of 6.650%.
(6)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate of 0.35% on
the outstanding principal balance of the Class MT2-2-A-4
interest.
(7)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate equal to the
interest accrued on the outstanding principal balance of the Class
MT3-2-A-4 interest at the excess, if any, of (i) the interest rate
thereof over (ii) LIBOR subject to a minimum rate of
6.630%.
Each Middle REMIC 4 Regular Interest
shall receive principal distributions and allocations of Realized
Losses equal to those for its corresponding class or classes in the
Master REMIC.
Middle REMIC 5:
The Middle REMIC 5 Regular Interests,
each of which is hereby designated as a REMIC regular interest for
federal income tax purposes, shall have the following principal
balances and pass-through rates in the manner set forth in the
following table:
|
|
|
|
|
|
Middle REMIC 5
Interests
|
Initial
Balance
|
Pass-
Through Rate
|
Corresponding Class in the Master
REMIC
|
|
MT5-1-A-1
|
(3)
|
5.750%
|
1-A-1, 1-A-2
|
|
MT5-1-A-3
|
(3)
|
5.750%
|
1-A-3
|
|
MT5-1-A-4
|
(3)
|
5.750%
|
1-A-4
|
|
MT5-1-A-5
|
(3)
|
5.750%
|
1-A-5
|
|
MT5-1-A-6
|
(3)
|
5.750%
|
1-A-6
|
|
MT5-2-A-1
|
(3)
|
6.500%
|
2-A-1
|
|
MT5-2-A-2
|
(3)
|
6.000%
|
2-A-2
|
|
MT5-2-A-3
|
(3)
|
6.000%
|
2-A-3
|
|
MT5-2-A-4
|
(3)
|
(5)
|
2-A-4, 2-A-14
|
|
MT5-2-A-IO1
|
(6)
|
(6)
|
N/A
|
|
MT5-2-A-IO2
|
(7)
|
(7)
|
N/A
|
|
MT5-2-A-IO3
|
(8)
|
(8)
|
N/A
|
|
MT5-2-A-6
|
(3)
|
6.000%
|
2-A-6
|
|
MT5-3-A-1
|
(3)
|
6.000%
|
3-A-1
|
|
MT5-3-A-2
|
(3)
|
6.000%
|
3-A-2
|
|
MT5-15-PO
|
(3)
|
0.000%
|
15-PO
|
|
MT5-30-PO
|
(3)
|
0.000%
|
30-PO
|
|
MT5-15-A-X
|
(1)
|
(1)
|
15-A-X
|
|
MT5-30-A-X
|
(4)
|
(4)
|
30-A-X
|
|
MT5-A-UR
|
(3)
|
6.000%
|
A-UR
|
|
MT5-B-1
|
(3)
|
(2)
|
B-1
|
|
MT5-B-2
|
(3)
|
(2)
|
B-2
|
|
MT5-B-3
|
(3)
|
(2)
|
B-3
|
|
MT5-B-4
|
(3)
|
(2)
|
B-4
|
|
MT5-B-5
|
(3)
|
(2)
|
B-5
|
|
MT5-B-6
|
(3)
|
(2)
|
B-6
|
_______________
(1)
The Class MT5-15-A-X
shall not have a principal balance. The Class MT5-15-A-X
shall be entitled to the excess interest on the Non-Discount
Mortgage Loans in Collateral Group 3, which excess corresponds to
100% of the distributions on the LT-15-A-X interest issued by the
Subsidiary REMIC.
(2)
The Calculation Rate,
which rate equals the product of (i) 10 and (ii) the weighted
average rate of the outstanding Class LT1 and Class LT2 interests
corresponding to each Collateral Group, treating each such Class
LT1 interest as capped at zero or reduced by a fixed percentage of
100% of the interest accruing on such Class. The Calculation
Rate is designed to always equal the Pass-Through Rate of each
class of the Subordinate Certificates.
(3)
The initial principal
balance of each of these Middle REMIC 5 Regular Interests shall
equal the aggregate initial Class Principal Balance of each of its
Corresponding Classes of Certificates.
(4)
The Class MT5-30-A-X
shall not have a principal balance. The Class MT5-30-A-X
shall be entitled to the excess interest on the Non-Discount
Mortgage Loans in Collateral Group 2, which excess corresponds to
100% of the distributions on the LT-30-A-X interest issued by the
Subsidiary REMIC.
(5)
This interest shall
bear interest at a per annum rate of 6.630%
(6)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate of 0.35% on
the outstanding principal balance of the Class MT2-2-A-4
interest.
(7)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate equal to the
interest accrued on the outstanding principal balance of the Class
MT3-2-A-4 interest at the excess, if any, of the interest
rate thereof over LIBOR.
(8)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate equal to the
interest accrued on the outstanding principal balance of the Class
MT4-2-A-4 interest at the excess, if any, of the interest rate
thereof over 6.630%.
Each Middle REMIC 5 Regular Interest
shall receive principal distributions and allocations of Realized
Losses equal to those for its corresponding class or classes in the
Master REMIC.
Middle REMIC 6:
The Middle REMIC 6 Regular Interests,
each of which is hereby designated as a REMIC regular interest for
federal income tax purposes, shall have the following principal
balances and pass-through rates in the manner set forth in the
following table:
|
|
|
|
|
|
Middle REMIC 6
Interests
|
Initial
Balance
|
Pass-
Through Rate
|
Corresponding Class in the Master
REMIC
|
|
MT6-1-A-1
|
(3)
|
5.750%
|
1-A-1, 1-A-2
|
|
MT6-1-A-3
|
(3)
|
5.750%
|
1-A-3
|
|
MT6-1-A-4
|
(3)
|
5.750%
|
1-A-4
|
|
MT6-1-A-5
|
(3)
|
5.750%
|
1-A-5
|
|
MT6-1-A-6
|
(3)
|
5.750%
|
1-A-6
|
|
MT6-2-A-1
|
(3)
|
6.500%
|
2-A-1
|
|
MT6-2-A-2
|
(3)
|
6.000%
|
2-A-2
|
|
MT6-2-A-3
|
(3)
|
6.000%
|
2-A-3
|
|
MT6-2-A-4
|
(3)
|
(5)
|
2-A-4, 2-A-14
|
|
MT6-2-A-IO1
|
(6)
|
(6)
|
N/A
|
|
MT6-2-A-IO2
|
(7)
|
(7)
|
N/A
|
|
MT6-2-A-IO3
|
(8)
|
(8)
|
N/A
|
|
MT6-2-A-IO4
|
(9)
|
(9)
|
N/A
|
|
MT6-2-A-6
|
(3)
|
6.000%
|
2-A-6
|
|
MT6-3-A-1
|
(3)
|
6.000%
|
3-A-1
|
|
MT6-3-A-2
|
(3)
|
6.000%
|
3-A-2
|
|
MT6-15-PO
|
(3)
|
0.000%
|
15-PO
|
|
MT6-30-PO
|
(3)
|
0.000%
|
30-PO
|
|
MT6-15-A-X
|
(1)
|
(1)
|
15-A-X
|
|
MT6-30-A-X
|
(4)
|
(4)
|
30-A-X
|
|
MT6-A-UR
|
(3)
|
6.000%
|
A-UR
|
|
MT6-B-1
|
(3)
|
(2)
|
B-1
|
|
MT6-B-2
|
(3)
|
(2)
|
B-2
|
|
MT6-B-3
|
(3)
|
(2)
|
B-3
|
|
MT6-B-4
|
(3)
|
(2)
|
B-4
|
|
MT6-B-5
|
(3)
|
(2)
|
B-5
|
|
MT6-B-6
|
(3)
|
(2)
|
B-6
|
_______________
(1)
The Class MT6-15-A-X
shall not have a principal balance. The Class MT6-15-A-X
shall be entitled to the excess interest on the Non-Discount
Mortgage Loans in Collateral Group 3, which excess corresponds to
100% of the distributions on the LT-15-A-X interest issued by the
Subsidiary REMIC.
(2)
The Calculation Rate,
which rate equals the product of (i) 10 and (ii) the weighted
average rate of the outstanding Class LT1 and Class LT2 interests
corresponding to each Collateral Group, treating each such Class
LT1 interest as capped at zero or reduced by a fixed percentage of
100% of the interest accruing on such Class. The Calculation
Rate is designed to always equal the Pass-Through Rate of each
class of the Subordinate Certificates.
(3)
The initial principal
balance of each of these Middle REMIC 6 Regular Interests shall
equal the aggregate initial Class Principal Balance of each of its
Corresponding Classes of Certificates.
(4)
The Class MT6-30-A-X
shall not have a principal balance. The Class MT6-30-A-X
shall be entitled to the excess interest on the Non-Discount
Mortgage Loans in Collateral Group 2, which excess corresponds to
100% of the distributions on the LT-30-A-X interest issued by the
Subsidiary REMIC.
(5)
This interest shall
bear interest at a per annum rate of LIBOR subject to a minimum
rate of 6.600% and a maximum rate of 6.630%
(6)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate of 0.35% on
the outstanding principal balance of the Class MT2-2-A-4
interest.
(7)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate equal to the
interest accrued on the outstanding principal balance of the Class
MT3-2-A-4 interest at the excess, if any, of the interest
rate thereof over LIBOR.
(8)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate equal to the
interest accrued on the outstanding principal balance of the Class
MT4-2-A-4 interest at the excess, if any, of the interest
rate thereof over 6.630%.
(9)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate equal to the
interest accrued on the outstanding principal balance of the Class
MT5-2-A-4 interest at the excess, if any, of (i) the interest rate
thereof over (ii) LIBOR subject to a minimum rate of
6.600%.
Each Middle REMIC 6 Regular Interest
shall receive principal distributions and allocations of Realized
Losses equal to those for its corresponding class or classes in the
Master REMIC.
Middle REMIC 7:
The Middle REMIC 7 Regular Interests,
each of which is hereby designated as a REMIC regular interest for
federal income tax purposes, shall have the following principal
balances and pass-through rates in the manner set forth in the
following table:
|
|
|
|
|
|
Middle REMIC 7
Interests
|
Initial
Balance
|
Pass-
Through Rate
|
Corresponding Class in the Master
REMIC
|
|
MT7-1-A-1
|
(3)
|
5.750%
|
1-A-1, 1-A-2
|
|
MT7-1-A-3
|
(3)
|
5.750%
|
1-A-3
|
|
MT7-1-A-4
|
(3)
|
5.750%
|
1-A-4
|
|
MT7-1-A-5
|
(3)
|
5.750%
|
1-A-5
|
|
MT7-1-A-6
|
(3)
|
5.750%
|
1-A-6
|
|
MT7-2-A-1
|
(3)
|
6.500%
|
2-A-1
|
|
MT7-2-A-2
|
(3)
|
6.000%
|
2-A-2
|
|
MT7-2-A-3
|
(3)
|
6.000%
|
2-A-3
|
|
MT7-2-A-4
|
(3)
|
(5)
|
2-A-4, 2-A-14
|
|
MT7-2-A-IO1
|
(6)
|
(6)
|
N/A
|
|
MT7-2-A-IO2
|
(7)
|
(7)
|
N/A
|
|
MT7-2-A-IO3
|
(8)
|
(8)
|
N/A
|
|
MT7-2-A-IO4
|
(9)
|
(9)
|
N/A
|
|
MT7-2-A-IO5
|
(10)
|
(10)
|
N/A
|
|
MT7-2-A-6
|
(3)
|
6.000%
|
2-A-6
|
|
MT7-3-A-1
|
(3)
|
6.000%
|
3-A-1
|
|
MT7-3-A-2
|
(3)
|
6.000%
|
3-A-2
|
|
MT7-15-PO
|
(3)
|
0.000%
|
15-PO
|
|
MT7-30-PO
|
(3)
|
0.000%
|
30-PO
|
|
MT7-15-A-X
|
(1)
|
(1)
|
15-A-X
|
|
MT7-30-A-X
|
(4)
|
(4)
|
30-A-X
|
|
MT7-A-UR
|
(3)
|
6.000%
|
A-UR
|
|
MT7-B-1
|
(3)
|
(2)
|
B-1
|
|
MT7-B-2
|
(3)
|
(2)
|
B-2
|
|
MT7-B-3
|
(3)
|
(2)
|
B-3
|
|
MT7-B-4
|
(3)
|
(2)
|
B-4
|
|
MT7-B-5
|
(3)
|
(2)
|
B-5
|
|
MT7-B-6
|
(3)
|
(2)
|
B-6
|
_______________
(1)
The Class MT7-15-A-X
shall not have a principal balance. The Class MT7-15-A-X
shall be entitled to the excess interest on the Non-Discount
Mortgage Loans in Collateral Group 3, which excess corresponds to
100% of the distributions on the LT-15-A-X interest issued by the
Subsidiary REMIC.
(2)
The Calculation Rate,
which rate equals the product of (i) 10 and (ii) the weighted
average rate of the outstanding Class LT1 and Class LT2 interests
corresponding to each Collateral Group, treating each such Class
LT1 interest as capped at zero or reduced by a fixed percentage of
100% of the interest accruing on such Class. The Calculation
Rate is designed to always equal the Pass-Through Rate of each
class of the Subordinate Certificates.
(3)
The initial principal
balance of each of these Middle REMIC 7 Regular Interests shall
equal the aggregate initial Class Principal Balance of each of its
Corresponding Classes of Certificates.
(4)
The Class MT7-30-A-X
shall not have a principal balance. The Class MT7-30-A-X
shall be entitled to the excess interest on the Non-Discount
Mortgage Loans in Collateral Group 2, which excess corresponds to
100% of the distributions on the LT-30-A-X interest issued by the
Subsidiary REMIC.
(5)
This interest shall
bear interest at a per annum rate of 6.600%
(6)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate of 0.35% on
the outstanding principal balance of the Class MT2-2-A-4
interest.
(7)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate equal to the
interest accrued on the outstanding principal balance of the Class
MT3-2-A-4 interest at the excess, if any, of the interest
rate thereof over LIBOR.
(8)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate equal to the
interest accrued on the outstanding principal balance of the Class
MT4-2-A-4 interest at the excess, if any, of the interest
rate thereof over 6.630%.
(9)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate equal to the
interest accrued on the outstanding principal balance of the Class
MT5-2-A-4 interest at the excess, if any, of (i) the interest rate
thereof over (ii) LIBOR subject to a maximum rate of
6.600%.
(10)
This interest shall be
an interest-only interest and shall be entitled to receive on each
Distribution Date interest accrued at a per annum rate equal to the
interest accrued on the outstanding principal balance of the Class
MT6-2-A-4 interest at the excess, if any, of (i) the interest rate
thereof over (ii) 6.600%.
Each Middle REMIC 7 Regular Interest
shall receive principal distributions and allocations of Realized
Losses equal to those for its corresponding class or classes in the
Master REMIC.
Master REMIC:
The following table sets forth
characteristics of the Certificates, together with the minimum
denominations and integral multiples in excess thereof in which
such Classes shall be issuable (except that one Certificate of each
Class of Certificates may be issued in a different
amount):
|
|
|
|
|
|
|
Class
|
Initial Certificate Principal
Balance or Notional Amount
|
Initial Pass-Through
Rate
|
|
Integral Multiples
|
|
Class 1-A-1
|
$39,104,000
|
(2)
|
$25,000
|
$1
|
|
Class 1-A-2
|
(3)
|
(4)
|
$100,000
|
$1
|
|
Class 1-A-3
|
$39,104,000
|
5.750%
|
$25,000
|
$1
|
|
Class 1-A-4
|
$950,000
|
5.750%
|
$25,000
|
$1
|
|
Class 1-A-5
|
$15,000,000
|
5.750%
|
$25,000
|
$1
|
|
Class 1-A-6 (5)
|
$4,789,000
|
5.750%
|
$25,000
|
$1
|
|
Class 2-A-1
|
$20,000,000
|
6.500%
|
$25,000
|
$1
|
|
Class 2-A-2 (1)
|
$30,784,000
|
6.000%
|
$25,000
|
$1
|
|
Class 2-A-3 (1)
|
$1,000,000
|
6.000%
|
$25,000
|
$1
|
|
Class 2-A-4 (1)
|
$38,274,000
|
(6)
|
$25,000
|
$1
|
|
Class 2-A-5 (22)
|
(7)
|
(8)
|
$100,000
|
$1
|
|
Class 2-A-6 (1)
|
$7,946,000
|
6.000%
|
$25,000
|
$1
|
|
Class 2-A-7 (22)
|
$39,730,000
|
6.000%
|
$25,000
|
$1
|
|
Class 2-A-8 (22)
|
$39,730,000
|
7.000%
|
$25,000
|
$1
|
|
Class 2-A-9 (22)
|
$79,460,000
|
6.500%
|
$25,000
|
$1
|
|
Class 2-A-10 (22)
|
$39,730,000
|
(9)
|
$25,000
|
$1
|
|
Class 2-A-11 (22)
|
(10)
|
(11)
|
$100,000
|
$1
|
|
Class 2-A-12 (22)
|
$39,730,000
|
(12)
|
$25,000
|
$1
|
|
Class 2-A-13 (22)
|
(13)
|
(14)
|
$100,000
|
$1
|
|
Class 2-A-14 (1)
|
$1,456,000
|
(15)
|
$25,000
|
$1
|
|
Class 2-A-15 (22)
|
$39,730,000
|
(16)
|
$25,000
|
$1
|
|
Class 3-A-1
|
$69,532,000
|
6.000%
|
$25,000
|
$1
|
|
Class 3-A-2
|
$2,643,000
|
6.000%
|
$25,000
|
$1
|
|
Class A-LR
|
$50
|
6.000%
|
100%
|
$1
|
|
Class A-UR
|
$50
|
6.000%
|
100%
|
$1
|
|
Class 15-PO
|
$403,747
|
(17)
|
$25,000
|
$1
|
|
Class 30-PO
|
$1,417,352
|
(17)
|
$25,000
|
$1
|
|
Class 15-A-X
|
(18)
|
6.000%
|
$100,000
|
$1
|
|
Class 30-A-X
|
(19)
|
6.500%
|
$100,000
|
$1
|
|
Class B-1
|
$4,531,000
|
(20)
|
$25,000
|
$1
|
|
Class B-2
|
$2,265,000
|
(20)
|
$25,000
|
$1
|
|
Class B-3
|
$1,415,000
|
(20)
|
$25,000
|
$1
|
|
Class B-4
|
$991,000
|
(20)
|
$25,000
|
$1
|
|
Class B-5
|
$991,000
|
(20)
|
$25,000
|
$1
|
|
Class B-6
|
$567,673
|
(20)
|
$25,000
|
$1
|
|
Class P
|
(21)
|
N/A
|
N/A
|
N/A
|
|
Components
|
|
|
|
|
|
Class 1-A-6-1
|
$3,146,000
|
5.750%
|
N/A
|
N/A
|
|
Class 1-A-6-2
|
$1,486,000
|
5.750%
|
N/A
|
N/A
|
___________
(1)
Each of these Classes
shall be issued in uncertificated form and shall constitute an
Uncertificated REMIC Interest.
(2)
Interest will accrue on
the Class 1-A-1 Certificates at a per annum rate equal to (i) LIBOR
plus (ii) 0.600%, subject to a maximum rate of 5.750% per annum and
a minimum rate of 0.600% per annum. The per annum
pass-through rate of the Class 1-A-1 Certificates for the first
interest accrual period is expected to be approximately
5.920%. On or prior to November 2010, any payments on the
Class 1-A-1 Certificates in excess of 5.750% (with a maximum rate
equal to 9.500% per annum) will be payable solely from the
Cap Agreement, thereafter, the maximum per annum rate will be
5.750%.
(3)
The Class 1-A-2
Certificates are interest only Certificates, will not be entitled
to distributions in respect of principal and will bear interest on
the Class 1-A-2 notional amount (initially approximately
$39,104,000), as described under “Description of the Offered
Certificates—Interest” in this prospectus
supplement.
(4)
Interest will accrue on
the Class 1-A-2 Certificates at a per annum rate equal to (i)
5.150% minus (ii) LIBOR, subject to a maximum rate of 5.150% per
annum and a minimum rate of 0.000% per annum. The per annum
pass-through rate on the Class 1-A-2 Certificates for the first
interest accrual period is expected to be approximately
0.000%.
(5)
The Class 1-A-6
Certificates will be deemed for purposes of the distribution of
interest and principal and the allocation of losses to consist of
two components as described under “Components” in the
table above. The components are not severable.
(6)
Interest will accrue on
the Class 2-A-4 Certificates at a per annum rate equal to (i) LIBOR
plus (ii) 0.370%, subject to a maximum rate of 7.000% per annum and
a minimum rate of 0.370% per annum. The per annum
pass-through rate on the Class 2-A-4 Certificates for the first
interest accrual period is expected to be approximately 5.690%.
For purposes of the REMIC provisions, interest will accrue on
the Class 2-A-4 Certificates at a per annum rate equal to (i) LIBOR
plus (ii) 0.350%, subject to a maximum rate of 6.695% per annum and
a minimum rate of 0.350% per annum.
(7)
The Class 2-A-5
Certificates are interest only Certificates, will not be entitled
to distributions in respect of principal and will bear interest on
the Class 2-A-5 notional amount (initially approximately
$39,730,000), as described under “Description of the Offered
Certificates—Interest” in this prospectus
supplement.
(8)
Interest will accrue on
the Class 2-A-5 Certificates at a per annum rate equal to (i)
6.630% minus (ii) LIBOR, subject to a maximum rate of 6.630% per
annum and a minimum rate of 0.000% per annum. The per annum
pass-through rate on the Class 2-A-5 Certificates for the first
interest accrual period is expected to be approximately
1.310%.
(9)
Interest will accrue on
the Class 2-A-10 Certificates at a per annum rate equal to (i)
LIBOR plus (ii) 0.350%, subject to a maximum rate of 7.000% per
annum and a minimum rate of 0.350% per annum. The per annum
pass-through rate on the Class 2-A-10 Certificates for the first
interest accrual period is expected to be approximately
5.670%.
