EXHIBIT 4
GS MORTGAGE SECURITIES CORP.,
Depositor,
OCWEN LOAN SERVICING, LLC,
Servicer,
WELLS FARGO BANK, N.A.,
Master Servicer and Securities Administrator,
DEUTSCHE BANK NATIONAL TRUST COMPANY
Custodian,
and
LASALLE BANK NATIONAL ASSOCIATION,
Trustee
------------------------------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2005
------------------------------------------------------------
GSAMP TRUST 2005-AHL2
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-AHL2
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01
Definitions................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01
Conveyance of Mortgage Loans...............................
Section 2.02
Acceptance by the Custodian of the Mortgage Loans..........
Section 2.03
Representations, Warranties and Covenants of the
Servicer and the Custodian..............................
Section 2.04
[Reserved].................................................
Section 2.05
Execution and Delivery of Certificates.....................
Section 2.06
REMIC Matters..............................................
Section 2.07
Representations and Warranties of the Depositor............
Section 2.08
Enforcement of Purchaser and Responsible Party
Obligations.............................................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01
Servicer to Service Mortgage Loans.........................
Section 3.02
Subservicing Agreements between the Servicer and
Subservicer.............................................
Section 3.03
Successor Subservicers.....................................
Section 3.04
Liability of the Servicer..................................
Section 3.05 No
Contractual Relationship between Subservicers, the
Trustee and the Master Servicer.........................
Section 3.06
Assumption or Termination of Subservicing Agreements by
Master Servicer.........................................
Section 3.07
Collection of Certain Mortgage Loan Payments...............
Section 3.08
Subservicing Accounts......................................
Section 3.09
Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.........................................
Section 3.10
Collection Account.........................................
Section 3.11
Withdrawals from the Collection Account....................
Section 3.12
Investment of Funds in the Collection Account and the
Distribution Account....................................
Section 3.13
Maintenance of Hazard Insurance, Errors and Omissions
and Fidelity Coverage...................................
Section 3.14
Enforcement of Due-on-Sale Clauses; Assumption Agreements..
Section 3.15
Realization upon Defaulted Mortgage Loans..................
Section 3.16
Release of Mortgage Files..................................
Section 3.17
Title, Conservation and Disposition of REO Property........
Section 3.18
Notification of Adjustments................................
Section 3.19
Access to Certain Documentation and Information
Regarding the Mortgage Loans............................
Section 3.20
Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee.....................
Section 3.21
Servicing Compensation.....................................
Section 3.22
Annual Statement as to Compliance..........................
Section 3.23
Annual Independent Public Accountants' Servicing
Statement;
Financial Statements.........................
Section 3.24
Master Servicer to Act as Servicer.........................
Section 3.25
Compensating Interest......................................
Section 3.26
Credit Reporting; Gramm-Leach-Bliley Act...................
Section 3.27
Excess Reserve Fund Account; Distribution Account..........
Section 3.28
Optional Purchase of Delinquent Mortgage Loans.............
Section 3.29
Back-up Certification......................................
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICER
Section 4.01
Advances...................................................
Section 4.02
Priorities of Distribution.................................
Section 4.03
Monthly Statements to Certificateholders...................
Section 4.04
Certain Matters Relating to the Determination of LIBOR.....
Section 4.05
Allocation of Applied Realized Loss Amounts................
Section 4.06
Supplemental Interest Trust................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates...........................................
Section 5.02
Certificate Register; Registration of Transfer and
Exchange of Certificates................................
Section 5.03
Mutilated, Destroyed, Lost or Stolen Certificates..........
Section 5.04
Persons Deemed Owners......................................
Section 5.05
Access to List of Certificateholders' Names and Addresses..
Section 5.06
Maintenance of Office or Agency............................
ARTICLE VI
THE
DEPOSITOR AND THE SERVICER
Section 6.01
Respective Liabilities of the Depositor and the Servicer...
Section 6.02
Merger or Consolidation of the Depositor or the Servicer...
Section 6.03
Limitation on Liability of the Depositor, the Servicer
and Others..............................................
Section 6.04
Limitation on Resignation of the Servicer..................
Section 6.05
Additional Indemnification by the Servicer; Third Party
Claims..................................................
ARTICLE VII
SERVICER DEFAULT
Section 7.01
Events of Default..........................................
Section 7.02
Master Servicer to Act; Appointment of Successor Servicer..
Section 7.03
Notification to Certificateholders.........................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE CUSTODIAN
Section 8.01
Duties of the Trustee......................................
Section 8.02
Certain Matters Affecting the Custodian and the Trustee....
Section 8.03
Trustee and Custodian Not Liable for Certificates or
Mortgage Loans..........................................
Section 8.04
Trustee May Own Certificates...............................
Section 8.05
Trustee's and Custodian's Fees, Indemnification and
Expenses................................................
Section 8.06
Eligibility Requirements for the Trustee...................
Section 8.07
Resignation and Removal of the Trustee.....................
Section 8.08
Successor Trustee..........................................
Section 8.09
Merger or Consolidation of the Trustee.....................
Section 8.10
Appointment of Co-Trustee or Separate Trustee..............
Section 8.11 Tax
Matters................................................
Section 8.12
Periodic Filings...........................................
Section 8.13 Tax
Treatment of Upper-Tier Carry Forward Amounts and
Basis Risk Carry Forward Amounts........................
Section 8.14
Custodial Responsibilities.................................
Section 8.15
Limitations on Custodial Responsibilities..................
ARTICLE IX
ADMINISTRATION OF THE MORTGAGE LOANS
BY THE MASTER SERVICER
Section 9.01
Duties of the Master Servicer; Enforcement of Servicer's
Obligations.............................................
Section 9.02
Maintenance of Fidelity Bond and Errors and Omissions
Insurance...............................................
Section 9.03
Representations and Warranties of the Master Servicer......
Section 9.04
Master Servicer Events of Default..........................
Section 9.05
Waiver of Default..........................................
Section 9.06
Successor to the Master Servicer...........................
Section 9.07
Compensation of the Master Servicer........................
Section 9.08
Merger or Consolidation....................................
Section 9.09
Resignation of the Master Servicer.........................
Section 9.10
Assignment or Delegation of Duties by the Master Servicer..
Section 9.11
Limitation on Liability of the Master Servicer.............
Section 9.12
Indemnification; Third Party Claims........................
Section 9.13
Annual Statement as to Compliance..........................
ARTICLE X
CONCERNING THE SECURITIES ADMINISTRATOR
Section 10.01 Duties
of Securities Administrator.........................
Section 10.02 Certain
Matters Affecting the Securities Administrator.....
Section 10.03
Securities Administrator Not Liable for Certificates or
Mortgage Loans..........................................
Section 10.04
Securities Administrator May Own Certificates..............
Section 10.05
Securities Administrator's Fees and Expenses...............
Section 10.06
Eligibility Requirements for Securities Administrator......
Section 10.07
Resignation and Removal of Securities Administrator........
Section 10.08
Successor Securities Administrator.........................
Section 10.09 Merger
or Consolidation of Securities Administrator........
Section 10.10
Assignment or Delegation of Duties by the Securities
Administrator...........................................
ARTICLE XI
TERMINATION
Section 11.01
Termination upon Liquidation or Purchase of the Mortgage
Loans...................................................
Section 11.02 Final
Distribution on the Certificates.....................
Section 11.03
Additional Termination Requirements........................
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01
Amendment..................................................
Section 12.02
Recordation of Agreement; Counterparts.....................
Section 12.03
Governing Law..............................................
Section 12.04
Intention of Parties.......................................
Section 12.05
Notices....................................................
Section 12.06
Severability of Provisions.................................
Section 12.07
Assignment; Sales; Advance Facilities......................
Section 12.08
Limitation on Rights of Certificateholders.................
Section 12.09
Inspection and Audit Rights................................
Section 12.10
Certificates Nonassessable and Fully Paid..................
Section 12.11 Waiver
of Jury Trial.......................................
Section 12.12
Limitation of Damages......................................
Section 12.13 Rights
of the Swap Provider................................
Section 12.14 No
Solicitation............................................
SCHEDULES
Exhibit I
Mortgage Loan Schedule
Exhibit II
Representations and Warranties of Ocwen, as Servicer
Exhibit III Representations and Warranties of Deutsche Bank
National Trust
Company, as Custodian
EXHIBITS
Exhibit A-1 Form of Class A, Class M and Class B Certificates
Exhibit B Form
of Class P Certificate
Exhibit C-1 Form of Class R-1 Certificate
Exhibit C-2 Form of Class R-2 Certificate
Exhibit C-3 Form of Class R-3 Certificate
Exhibit D Form
of Class C Certificate
Exhibit E Form
of Class X Certificate
Exhibit F Form
of Initial Certification of Custodian
Exhibit G Form
of Document Certification and Exception Report of Custodian
Exhibit H Form
of Residual Transfer Affidavit
Exhibit I Form
of Transferor Certificate
Exhibit J Form
of Rule 144A Letter
Exhibit K Form
of Investment Letter (Non-Rule 144A)
Exhibit L Form
of Request for Release
Exhibit M
Contents of Each Mortgage File
Exhibit N-1 Servicer Reporting Requirements
Exhibit N-2 Standard File Layout
Exhibit N-3 Standard File Layout for Delinquency Reporting
Exhibit N-4 Form 332
Exhibit O Form
of Certification to be provided with Form 10-K
Exhibit P Form
of Back-Up Certification
Exhibit Q
Responsible Party Agreements
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of December 1,
2005,
is among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the
"Depositor"),
OCWEN LOAN SERVICING, LLC, a Delaware limited liability company
(the
"Servicer"), WELLS FARGO BANK, N.A., a national banking
association, as master
servicer (in such capacity, the "Master Servicer") and as
securities
administrator (in such capacity, the "Securities Administrator"),
DEUTSCHE BANK
NATIONAL TRUST COMPANY, a national banking association, as
custodian (the
"Custodian"), and LASALLE BANK NATIONAL ASSOCIATION, a national
banking
association, as trustee (the "Trustee").
W I T N E S S E T H:
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Securities Administrator shall elect that five segregated
asset
pools within the Trust Fund (exclusive of (i) the Prepayment
Premiums, (ii) the
Interest Rate Swap Agreement, (iii) the Supplemental Interest
Trust, (iv) the
Excess Reserve Fund Account, and (v) the right of the LIBOR
Certificates to
receive Upper-Tier Carry Forward Amounts and, without duplication,
Basis Risk
Carry Forward Amounts and the obligation to pay Class IO
Shortfalls) be treated
for federal income tax purposes as comprising five REMICs (each, a
"Trust REMIC"
or, in the alternative, Pooling-Tier REMIC-1, Pooling-Tier REMIC-2,
the
Lower-Tier REMIC, the Upper-Tier REMIC and the Class X REMIC,
respectively). The
Class X Interest and each Class of LIBOR Certificates, other than
the right of
each Class of LIBOR Certificates to receive Upper-Tier Carry
Forward Amounts
and, without duplication, Basis Risk Carry Forward Amounts and the
obligation to
pay Class IO Shortfalls, represents ownership of a regular interest
in a REMIC
for purposes of the REMIC Provisions.
The Class R-3 Certificates represent ownership of the sole class
of
residual interest in the Class X REMIC. The Class R-2 Certificates
represent
ownership of the sole class of residual interest in Pooling-Tier
REMIC-1 for
purposes of the REMIC Provisions. The Class R-1 Certificates
represent ownership
of the sole class of residual interest in each of Pooling-Tier
REMIC-2, the
Lower-Tier REMIC and the Upper-Tier REMIC for purposes of the REMIC
Provisions.
The Start-up Day for each REMIC described herein is the Closing
Date. The latest possible maturity date for each Certificate is the
latest date
referenced in Section 2.06.
The Class X REMIC shall hold as assets the Class UT-X Interest
and
the Class UT-IO Interest as set out below. The Upper-Tier REMIC
shall hold as
assets the several classes of uncertificated Lower-Tier Regular
Interests, set
out below. The Lower-Tier REMIC shall hold as assets the several
classes of
uncertificated Pooling-Tier REMIC-2 Regular Interests. Pooling-Tier
REMIC-2
shall hold as assets the several classes of uncertificated
Pooling-Tier REMIC-1
Regular Interests. Pooling-Tier REMIC-1 shall hold as assets the
assets of the
Trust Fund (exclusive of (i) the Prepayment Premiums, (ii) the
Interest Rate
Swap Agreement, (iii) the Supplemental Interest Trust, (iv) the
Excess Reserve
Fund Account, and (v) the right of the LIBOR Certificates to
receive Upper-Tier
Carry Forward Amounts and, without duplication, Basis Risk Carry
Forward Amounts
and the obligation to pay Class IO Shortfalls).
For federal income tax purposes, each Class of LIBOR
Certificates,
the Class X Certificates and the Class P Certificates represent
beneficial
ownership of portions of the Trust Fund which shall be treated as a
grantor
trust as more fully described in Section 8.11.
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such interest is hereby designated
as a regular
interest in the Pooling-Tier REMIC-1. Pooling-Tier REMIC-1
Interests with an "I"
in their designation shall relate to Loan Group I and Pooling-Tier
REMIC-1
Interests with a "II" in their designation shall relate to Loan
Group II.
Pooling-Tier REMIC-1 shall also issue the Class R-2 Certificates.
The Class R-2
Certificates are hereby designated as the sole class of residual
interest in
Pooling-Tier REMIC-1. The Class R-2 Certificates shall have a $100
Class
Certificate Balance and shall have no interest rate.
Initial
Pooling-Tier
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1
REMIC-1 Principal
Interest
Interest Rate
Amount
--------------------
--------------------
-----------------
Class PT1-I-1
(1)
$7,759,029.65
Class PT1-I-2A
(2)
$1,350,320.92
Class PT1-I-2B
(3)
$1,350,320.92
Class PT1-I-3A
(2)
$1,664,284.10
Class PT1-I-3B
(3)
$1,664,284.10
Class PT1-I-4A
(2)
$1,975,495.42
Class PT1-I-4B
(3)
$1,975,495.42
Class PT1-I-5A
(2)
$2,280,797.23
Class PT1-I-5B
(3)
$2,280,797.23
Class PT1-I-6A
(2)
$2,576,915.40
Class PT1-I-6B
(3)
$2,576,915.40
Class PT1-I-7A
(2)
$2,860,503.42
Class PT1-I-7B
(3)
$2,860,503.42
Class PT1-I-8A
(2)
$3,128,192.59
Class PT1-I-8B
(3)
$3,128,192.59
Class PT1-I-9A
(2)
$3,376,646.56
Class PT1-I-9B
(3)
$3,376,646.56
Class PT1-I-10A
(2)
$3,602,624.32
Class PT1-I-10B
(3)
$3,602,624.32
Class PT1-I-11A
(2)
$3,803,047.90
Class PT1-I-11B
(3)
$3,803,047.90
Class PT1-I-12A
(2)
$3,580,486.81
Class PT1-I-12B
(3)
$3,580,486.81
Class PT1-I-13A
(2)
$3,371,043.56
Class PT1-I-13B
(3)
$3,371,043.56
Class PT1-I-14A
(2)
$3,173,941.00
Class PT1-I-14B
(3)
$3,173,941.00
Class PT1-I-15A
(2)
$2,988,447.52
Class PT1-I-15B
(3)
$2,988,447.52
Class PT1-I-16A
(2)
$2,813,875.68
Class PT1-I-16B
(3)
$2,813,875.68
Class PT1-I-17A
(2)
$2,649,578.73
Class PT1-I-17B
(3)
$2,649,578.73
Class PT1-I-18A
(2)
$2,494,947.90
Class PT1-I-18B
(3)
$2,494,947.90
Class PT1-I-19A
(2)
$2,349,411.72
Class PT1-I-19B
(3)
$2,349,411.72
Class PT1-I-20A
(2)
$2,212,431.41
Class PT1-I-20B
(3)
$2,212,431.41
Class PT1-I-21A
(2)
$2,083,501.25
Class PT1-I-21B
(3)
$2,083,501.25
Class PT1-I-22A
(2)
$1,962,145.15
Class PT1-I-22B
(3)
$1,962,145.15
Class PT1-I-23A
(2)
$20,467,258.35
Class PT1-I-23B
(3)
$20,467,258.35
Class PT1-I-24A
(2)
$ 359,898.02
Class PT1-I-24B
(3)
$ 359,898.02
Class PT1-I-25A
(2)
$ 342,288.49
Class PT1-I-25B
(3)
$ 342,288.49
Class PT1-I-26A
(2)
$ 325,555.40
Class PT1-I-26B
(3)
$ 325,555.40
Class PT1-I-27A
(2)
$ 309,654.43
Class PT1-I-27B
(3)
$ 309,654.43
Class PT1-I-28A
(2)
$ 294,543.21
Class PT1-I-28B
(3)
$ 294,543.21
Class PT1-I-29A
(2)
$
280,182.28
Class PT1-I-29B
(3)
$ 280,182.28
Class PT1-I-30A
(2)
$ 266,532.93
Class PT1-I-30B
(3)
$ 266,532.93
Class PT1-I-31A
(2)
$ 253,559.76
Class PT1-I-31B
(3)
$ 253,559.76
Class PT1-I-32A
(2)
$ 241,228.49
Class PT1-I-32B
(3)
$ 241,228.49
Class PT1-I-33A
(2)
$ 229,506.62
Class PT1-I-33B
(3)
$ 229,506.62
Class PT1-I-34A
(2)
$ 218,363.62
Class PT1-I-34B
(3)
$ 218,363.62
Class PT1-I-35A
(2)
$ 662,755.25
Class PT1-I-35B
(3)
$ 662,755.25
Class PT1-I-36A
(2)
$ 191,579.42
Class PT1-I-36B
(3)
$ 191,579.42
Class PT1-I-37A
(2)
$ 179,225.07
Class PT1-I-37B
(3)
$ 179,225.07
Class PT1-I-38A
(2)
$ 167,972.01
Class PT1-I-38B
(3)
$ 167,972.01
Class PT1-I-39A
(2)
$ 146,781.23
Class PT1-I-39B
(3)
$ 146,781.23
Class PT1-I-40A
(2)
$ 139,791.98
Class PT1-I-40B
(3)
$ 139,791.98
Class PT1-I-41A
(2)
$ 133,145.39
Class PT1-I-41B
(3)
$ 133,145.39
Class PT1-I-42A
(2)
$ 126,824.14
Class PT1-I-42B
(3)
$ 126,824.14
Class PT1-I-43A
(2)
$ 120,811.53
Class PT1-I-43B
(3)
$ 120,811.53
Class PT1-I-44A
(2)
$ 115,091.63
Class PT1-I-44B
(3)
$ 115,091.63
Class PT1-I-45A
(2)
$ 109,650.02
Class PT1-I-45B
(3)
$
109,650.02
Class PT1-I-46A
(2)
$ 104,472.26
Class PT1-I-46B
(3)
$ 104,472.26
Class PT1-I-47A
(2)
$ 99,545.16
Class PT1-I-47B
(3)
$ 99,545.16
Class PT1-I-48A
(2)
$ 94,856.10
Class PT1-I-48B
(3)
$ 94,856.10
Class PT1-I-49A
(2)
$ 90,393.26
Class PT1-I-49B
(3)
$ 90,393.26
Class PT1-I-50A
(2)
$ 86,145.08
Class PT1-I-50B
(3)
$ 86,145.08
Class PT1-I-51A
(2)
$ 82,101.26
Class PT1-I-51B
(3)
$ 82,101.26
Class PT1-I-52A
(2)
$ 78,251.15
Class PT1-I-52B
(3)
$ 78,251.15
Class PT1-I-53A
(2)
$ 74,585.50
Class PT1-I-53B
(3)
$ 74,585.50
Class PT1-I-54A
(2)
$ 71,095.05
Class PT1-I-54B
(3)
$ 71,095.05
Class PT1-I-55A
(2)
$ 79,621.76
Class PT1-I-55B
(3)
$ 79,621.76
Class PT1-I-56A
(2)
$ 178,476.91
Class PT1-I-56B
(3)
$ 178,476.91
Class PT1-I-57A
(2)
$ 166,779.93
Class PT1-I-57B
(3)
$ 166,779.93
Class PT1-I-58A
(2)
$ 155,887.89
Class PT1-I-58B
(3)
$ 155,887.89
Class PT1-I-59A
(2)
$ 145,743.25
Class PT1-I-59B
(3)
$ 145,743.25
Class PT1-I-60A
(2)
$ 136,480.22
Class PT1-I-60B
(3)
$ 136,480.22
Class PT1-I-61A
(2)
$ 602,530.53
Class PT1-I-61B
(3)
$ 602,530.53
Class PT1-II-1
(4)
$17,794,903.30
Class PT1-II-2A
(5)
$3,096,846.08
Class PT1-II-2B
(6)
$3,096,846.08
Class PT1-II-3A
(5)
$3,816,893.90
Class PT1-II-3B
(6)
$3,816,893.90
Class PT1-II-4A
(5)
$4,530,630.58
Class PT1-II-4B
(6)
$4,530,630.58
Class PT1-II-5A
(5)
$5,230,814.27
Class PT1-II-5B
(6)
$5,230,814.27
Class PT1-II-6A
(5)
$5,909,936.10
Class PT1-II-6B
(6)
$5,909,936.10
Class PT1-II-7A
(5)
$6,560,321.08
Class PT1-II-7B
(6)
$6,560,321.08
Class PT1-II-8A
(5)
$7,174,243.41
Class PT1-II-8B
(6)
$7,174,243.41
Class PT1-II-9A
(5)
$7,744,051.44
Class PT1-II-9B
(6)
$7,744,051.44
Class PT1-II-10A
(5)
$8,262,312.18
Class PT1-II-10B
(6)
$8,262,312.18
Class PT1-II-11A
(5)
$8,721,966.60
Class PT1-II-11B
(6)
$8,721,966.60
Class PT1-II-12A
(5)
$8,211,541.69
Class PT1-II-12B
(6)
$8,211,541.69
Class PT1-II-13A
(5)
$7,731,201.44
Class PT1-II-13B
(6)
$7,731,201.44
Class PT1-II-14A
(5)
$7,279,163.50
Class PT1-II-14B
(6)
$7,279,163.50
Class PT1-II-15A
(5)
$6,853,749.98
Class PT1-II-15B
(6)
$6,853,749.98
Class PT1-II-16A
(5)
$6,453,384.32
Class PT1-II-16B
(6)
$6,453,384.32
Class PT1-II-17A
(5)
$6,076,583.27
Class PT1-II-17B
(6)
$6,076,583.27
Class PT1-II-18A
(5)
$5,721,950.60
Class PT1-II-18B
(6)
$5,721,950.60
Class PT1-II-19A
(5)
$5,388,175.78
Class PT1-II-19B
(6)
$5,388,175.78
Class PT1-II-20A
(5)
$5,074,023.09
Class PT1-II-20B
(6)
$5,074,023.09
Class PT1-II-21A
(5)
$4,778,332.75
Class PT1-II-21B
(6)
$4,778,332.75
Class PT1-II-22A
(5)
$4,500,012.85
Class PT1-II-22B
(6)
$4,500,012.85
Class PT1-II-23A
(5)
$46,939,914.65
Class PT1-II-23B
(6)
$46,939,914.65
Class PT1-II-24A
(5)
$ 825,395.48
Class PT1-II-24B
(6)
$ 825,395.48
Class PT1-II-25A
(5)
$ 785,009.51
Class PT1-II-25B
(6)
$ 785,009.51
Class PT1-II-26A
(5)
$ 746,633.60
Class PT1-II-26B
(6)
$ 746,633.60
Class PT1-II-27A
(5)
$ 710,166.07
Class PT1-II-27B
(6)
$ 710,166.07
Class PT1-II-28A
(5)
$ 675,509.79
Class PT1-II-28B
(6)
$ 675,509.79
Class PT1-II-29A
(5)
$ 642,574.22
Class PT1-II-29B
(6)
$ 642,574.22
Class PT1-II-30A
(5)
$ 611,270.57
Class PT1-II-30B
(6)
$ 611,270.57
Class PT1-II-31A
(5)
$ 581,517.74
Class PT1-II-31B
(6)
$ 581,517.74
Class PT1-II-32A
(5)
$ 553,237.01
Class PT1-II-32B
(6)
$ 553,237.01
Class PT1-II-33A
(5)
$ 526,353.88
Class PT1-II-33B
(6)
$ 526,353.88
Class PT1-II-34A
(5)
$ 500,798.38
Class PT1-II-34B
(6)
$ 500,798.38
Class PT1-II-35A
(5)
$1,519,972.75
Class PT1-II-35B
(6)
$1,519,972.75
Class PT1-II-36A
(5)
$ 439,371.08
Class PT1-II-36B
(6)
$ 439,371.08
Class PT1-II-37A
(5)
$ 411,037.43
Class PT1-II-37B
(6)
$ 411,037.43
Class PT1-II-38A
(5)
$ 385,229.49
Class PT1-II-38B
(6)
$ 385,229.49
Class PT1-II-39A
(5)
$ 336,630.27
Class PT1-II-39B
(6)
$ 336,630.27
Class PT1-II-40A
(5)
$ 320,601.02
Class PT1-II-40B
(6)
$ 320,601.02
Class PT1-II-41A
(5)
$ 305,357.61
Class PT1-II-41B
(6)
$ 305,357.61
Class PT1-II-42A
(5)
$ 290,860.36
Class PT1-II-42B
(6)
$ 290,860.36
Class PT1-II-43A
(5)
$ 277,070.97
Class PT1-II-43B
(6)
$ 277,070.97
Class PT1-II-44A
(5)
$ 263,952.87
Class PT1-II-44B
(6)
$ 263,952.87
Class PT1-II-45A
(5)
$ 251,472.98
Class PT1-II-45B
(6)
$ 251,472.98
Class PT1-II-46A
(5)
$ 239,598.24
Class PT1-II-46B
(6)
$ 239,598.24
Class PT1-II-47A
(5)
$ 228,298.34
Class PT1-II-47B
(6)
$ 228,298.34
Class PT1-II-48A
(5)
$ 217,544.40
Class PT1-II-48B
(6)
$ 217,544.40
Class PT1-II-49A
(5)
$ 207,309.24
Class PT1-II-49B
(6)
$ 207,309.24
Class PT1-II-50A
(5)
$ 197,566.42
Class PT1-II-50B
(6)
$ 197,566.42
Class PT1-II-51A
(5)
$ 188,292.24
Class PT1-II-51B
(6)
$ 188,292.24
Class PT1-II-52A
(5)
$ 179,462.35
Class PT1-II-52B
(6)
$ 179,462.35
Class PT1-II-53A
(5)
$ 171,055.50
Class PT1-II-53B
(6)
$ 171,055.50
Class PT1-II-54A
(5)
$ 163,050.45
Class PT1-II-54B
(6)
$ 163,050.45
Class PT1-II-55A
(5)
$ 182,605.74
Class PT1-II-55B
(6)
$ 182,605.74
Class PT1-II-56A
(5)
$ 409,321.59
Class PT1-II-56B
(6)
$ 409,321.59
Class PT1-II-57A
(5)
$ 382,495.57
Class PT1-II-57B
(6)
$ 382,495.57
Class PT1-II-58A
(5)
$ 357,515.61
Class PT1-II-58B
(6)
$ 357,515.61
Class PT1-II-59A
(5)
$ 334,249.75
Class PT1-II-59B
(6)
$ 334,249.75
Class PT1-II-60A
(5)
$ 313,005.78
Class PT1-II-60B
(6)
$ 313,005.78
Class PT1-II-61A
(5)
$1,381,852.47
Class PT1-II-61B
(6)
$1,381,852.47
Class PT1-R
(7)
$ 100.00
-------------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group I WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period)
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 Loan Group I WAC Rate, subject to
a maximum
rate of 9.7200%.
(3) For any
Distribution Date (and the related Interest Accrual Period)
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
Group I
WAC Rate over (B) 9.7200%.
(4) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group II WAC Rate.
(5) For any
Distribution Date (and the related Interest Accrual Period)
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 Loan Group II WAC Rate, subject
to
a maximum
rate of 9.7200%.
(6) For any
Distribution Date (and the related Interest Accrual Period)
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
Group II WAC Rate over
(B) 9.7200%.
(7) The Class
PT1-R Interest shall not bear interest.
On each Distribution Date, the Securities Administrator shall
first
pay from the Trust Fund and charge as an expense of Pooling-Tier
REMIC-1 all
expenses of the Trust for such Distribution Date. Such expense,
other than
Servicing Fee and Master Servicing Fee, shall be allocated in the
same manner as
Realized Losses.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans from the related Loan Group for such
Distribution Date shall
be deemed to be distributed to the Pooling-Tier REMIC-1 Regular
Interests at the
rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage Loans
shall be
allocated to the Class R-2 Certificates pursuant to Section
4.02(a)(iii) until
its Class Certificate Balance is reduced to zero, then to the
outstanding
Pooling-Tier REMIC-1 Regular Interest relating to Loan Group I with
the lowest
numerical denomination (other than the Class PT1-1 Interest) until
the
Pooling-Tier REMIC-1 Principal Amount of such interest is reduced
to zero,
provided that, with respect to Pooling-Tier REMIC-1 Regular
Interests relating
to Loan Group I with the same numerical denomination, such Realized
Losses and
payments of principal shall be allocated pro rata between such
Pooling-Tier
REMIC-1 Regular Interests, and then to the Class PT1-1 Interest
until the
Pooling-Tier REMIC-1 Principal Amount of such interest is reduced
to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage Loans
shall be
allocated to the outstanding Pooling-Tier REMIC-1 Regular Interest
relating to
Loan Group II with the lowest numerical denomination (other than
the Class
PT1-II-1 Interest) until the Pooling-Tier REMIC-1 Principal Amount
of such
interest is reduced to zero, provided that, with respect to
Pooling-Tier REMIC-1
Regular Interests relating to Loan Group II with the same
numerical
denomination, such Realized Losses and payments of principal shall
be allocated
pro rata between such Pooling-Tier REMIC-1 Regular Interests, and
then to the
Class PT1-II-1 Interest until the Pooling-Tier REMIC-1 Principal
Amount of such
interest is reduced to zero.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such interest, other than the Class
PT2-R
Interest, is hereby designated as a regular interest in
Pooling-Tier REMIC-2.
Pooling-Tier REMIC-2 Interests with an "I" in their designation
shall relate to
Loan Group I and Pooling Tier REMIC-2 Interests with a "II" in
their designation
shall relate to Loan Group II. The Class PT2-R Interest is hereby
designated as
the sole class of residual interest in Pooling-Tier REMIC-2 and
shall be
represented by the Class R-1 Certificates.
<TABLE>
<CAPTION>
Pooling-Tier Pooling-Tier
Corresponding
Corresponding
Corresponding
Pooling-Tier REMIC-2
REMIC-2
REMIC-2 Initial Pooling-Tier REMIC-2
Pooling-Tier REMIC-1
Scheduled
Crossover
Interest
Interest Rate
Principal Amount
IO
Regular Interest Distribution
Date
--------------------
-------------
----------------
--------------------
--------------------
--------------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1) $
7,758,929.65
N/A
N/A
N/A
Class PT2-I-2A
(2) $
1,350,320.92
Class PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3) $
1,350,320.92
N/A
N/A
N/A
Class PT2-I-3A
(2) $
1,664,284.10
Class PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3) $
1,664,284.10
N/A
N/A
N/A
Class PT2-I-4A
(2) $
1,975,495.42
Class PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3) $
1,975,495.42
N/A
N/A
N/A
Class PT2-I-5A
(2) $
2,280,797.23
Class PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3) $
2,280,797.23
N/A
N/A
N/A
Class PT2-I-6A
(2) $
2,576,915.40
Class PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3)
$
2,576,915.40
N/A
N/A
N/A
Class PT2-I-7A
(2) $
2,860,503.42
Class PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3) $
2,860,503.42
N/A
N/A
N/A
Class PT2-I-8A
(2) $
3,128,192.59
Class PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3) $
3,128,192.59
N/A
N/A
N/A
Class PT2-I-9A
(2) $
3,376,646.56
Class PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3) $
3,376,646.56
N/A
N/A
N/A
Class PT2-I-10A
(2) $
3,602,624.32
Class PT2-I-IO-10
N/A
N/A
Class PT2-I-10B
(3) $
3,602,624.32
N/A
N/A
N/A
Class PT2-I-11A
(2) $
3,803,047.90
Class PT2-I-IO-11
N/A
N/A
Class PT2-I-11B
(3) $
3,803,047.90
N/A
N/A
N/A
Class PT2-I-12A
(2) $
3,580,486.81
Class PT2-I-IO-12
N/A
N/A
Class PT2-I-12B
(3) $
3,580,486.81
N/A
N/A
N/A
Class PT2-I-13A
(2) $
3,371,043.56
Class PT2-I-IO-13
N/A
N/A
Class PT2-I-13B
(3) $
3,371,043.56
N/A
N/A
N/A
Class PT2-I-14A
(2) $
3,173,941.00
Class PT2-I-IO-14
N/A
N/A
Class PT2-I-14B
(3) $
3,173,941.00
N/A
N/A
N/A
Class PT2-I-15A
(2) $
2,988,447.52
Class PT2-I-IO-15
N/A
N/A
Class PT2-I-15B
(3) $
2,988,447.52
N/A
N/A
N/A
Class PT2-I-16A
(2) $
2,813,875.68
Class PT2-I-IO-16
N/A
N/A
Class PT2-I-16B
(3) $
2,813,875.68
N/A
N/A
N/A
Class PT2-I-17A
(2) $
2,649,578.73
Class PT2-I-IO-17
N/A
N/A
Class PT2-I-17B
(3) $
2,649,578.73
N/A
N/A
N/A
Class PT2-I-18A
(2) $
2,494,947.90
Class PT2-I-IO-18
N/A
N/A
Class PT2-I-18B
(3) $
2,494,947.90
N/A
N/A
N/A
Class PT2-I-19A
(2) $
2,349,411.72
Class PT2-I-IO-19
N/A
N/A
Class PT2-I-19B
(3) $
2,349,411.72
N/A
N/A
N/A
Class PT2-I-20A
(2) $
2,212,431.41
Class PT2-I-IO-20
N/A
N/A
Class PT2-I-20B
(3) $
2,212,431.41
N/A
N/A
N/A
Class PT2-I-21A
(2) $
2,083,501.25
Class PT2-I-IO-21
N/A
N/A
Class PT2-I-21B
(3) $
2,083,501.25
N/A
N/A
N/A
Class PT2-I-22A
(2) $
1,962,145.15
Class PT2-I-IO-22
N/A
N/A
Class PT2-I-22B
(3) $
1,962,145.15
N/A
N/A
N/A
Class PT2-I-23A
(2) $
20,467,258.35
Class
PT2-I-IO-23
N/A
N/A
Class PT2-I-23B
(3) $
20,467,258.35
N/A
N/A
N/A
Class PT2-I-24A
(2)
$
359,898.02
Class
PT2-I-IO-24
N/A
N/A
Class PT2-I-24B
(3) $
359,898.02
N/A
N/A
N/A
Class PT2-I-25A
(2) $
342,288.49
Class
PT2-I-IO-25
N/A
N/A
Class PT2-I-25B
(3) $
342,288.49
N/A
N/A
N/A
Class PT2-I-26A
(2) $
325,555.40
Class
PT2-I-IO-26
N/A
N/A
Class PT2-I-26B
(3) $
325,555.40
N/A
N/A
N/A
Class PT2-I-27A
(2) $
309,654.43
Class
PT2-I-IO-27
N/A
N/A
Class PT2-I-27B
(3) $
309,654.43
N/A
N/A
N/A
Class PT2-I-28A
(2) $
294,543.21
Class
PT2-I-IO-28
N/A
N/A
Class PT2-I-28B
(3) $
294,543.21
N/A
N/A
N/A
Class PT2-I-29A
(2) $
280,182.28
Class
PT2-I-IO-29
N/A
N/A
Class PT2-I-29B
(3) $
280,182.28
N/A
N/A
N/A
Class PT2-I-30A
(2) $
266,532.93
Class
PT2-I-IO-30
N/A
N/A
Class PT2-I-30B
(3) $
266,532.93
N/A
N/A
N/A
Class PT2-I-31A
(2) $
253,559.76
Class
PT2-I-IO-31
N/A
N/A
Class PT2-I-31B
(3) $
253,559.76
N/A
N/A
N/A
Class PT2-I-32A
(2) $
241,228.49
Class
PT2-I-IO-32
N/A
N/A
Class PT2-I-32B
(3) $
241,228.49
N/A
N/A
N/A
Class PT2-I-33A
(2) $
229,506.62
Class
PT2-I-IO-33
N/A
N/A
Class PT2-I-33B
(3) $
229,506.62
N/A
N/A
N/A
Class PT2-I-34A
(2) $
218,363.62
Class
PT2-I-IO-34
N/A
N/A
Class PT2-I-34B
(3) $
218,363.62
N/A
N/A
N/A
Class PT2-I-35A
(2) $
662,755.25
Class
PT2-I-IO-35
N/A
N/A
Class PT2-I-35B
(3) $
662,755.25
N/A
N/A
N/A
Class PT2-I-36A
(2) $
191,579.42
Class
PT2-I-IO-36
N/A
N/A
Class PT2-I-36B
(3) $
191,579.42
N/A
N/A
N/A
Class PT2-I-37A
(2) $
179,225.07
Class
PT2-I-IO-37
N/A
N/A
Class PT2-I-37B
(3) $
179,225.07
N/A
N/A
N/A
Class PT2-I-38A
(2) $
167,972.01
Class
PT2-I-IO-38
N/A
N/A
Class PT2-I-38B
(3) $
167,972.01
N/A
N/A
N/A
Class PT2-I-39A
(2) $
146,781.23
Class
PT2-I-IO-39
N/A
N/A
Class PT2-I-39B
(3) $
146,781.23
N/A
N/A
N/A
Class PT2-I-40A
(2) $
139,791.98
Class
PT2-I-IO-40
N/A
N/A
Class PT2-I-40B
(3) $
139,791.98
N/A
N/A
N/A
Class PT2-I-41A
(2) $
133,145.39
Class
PT2-I-IO-41
N/A
N/A
Class PT2-I-41B
(3)
$
133,145.39
N/A
N/A
N/A
Class PT2-I-42A
(2) $
126,824.14
Class
PT2-I-IO-42
N/A
N/A
Class PT2-I-42B
(3) $
126,824.14
N/A
N/A
N/A
Class PT2-I-43A
(2) $
120,811.53
Class
PT2-I-IO-43
N/A
N/A
Class PT2-I-43B
(3) $
120,811.53
N/A
N/A
N/A
Class PT2-I-44A
(2) $
115,091.63
Class
PT2-I-IO-44
N/A
N/A
Class PT2-I-44B
(3) $
115,091.63
N/A
N/A
N/A
Class PT2-I-45A
(2) $
109,650.02
Class
PT2-I-IO-45
N/A
N/A
Class PT2-I-45B
(3) $
109,650.02
N/A
N/A
N/A
Class PT2-I-46A
(2) $
104,472.26
Class
PT2-I-IO-46
N/A
N/A
Class PT2-I-46B
(3) $
104,472.26
N/A
N/A
N/A
Class PT2-I-47A
(2) $
99,545.16 Class
PT2-I-IO-47
N/A
N/A
Class PT2-I-47B
(3) $
99,545.16
N/A
N/A
N/A
Class PT2-I-48A
(2) $
94,856.10 Class
PT2-I-IO-48
N/A
N/A
Class PT2-I-48B
(3) $
94,856.10
N/A
N/A
N/A
Class PT2-I-49A
(2) $
90,393.26 Class
PT2-I-IO-49
N/A
N/A
Class PT2-I-49B
(3) $
90,393.26
N/A
N/A
N/A
Class PT2-I-50A
(2) $
86,145.08 Class
PT2-I-IO-50
N/A
N/A
Class PT2-I-50B
(3) $
86,145.08
N/A
N/A
N/A
Class PT2-I-51A
(2) $
82,101.26 Class
PT2-I-IO-51
N/A
N/A
Class PT2-I-51B
(3) $
82,101.26
N/A
N/A
N/A
Class PT2-I-52A
(2) $
78,251.15 Class
PT2-I-IO-52
N/A
N/A
Class PT2-I-52B
(3) $
78,251.15
N/A
N/A
N/A
Class PT2-I-53A
(2) $
74,585.50 Class
PT2-I-IO-53
N/A
N/A
Class PT2-I-53B
(3) $
74,585.50
N/A
N/A
N/A
Class PT2-I-54A
(2) $
71,095.05 Class
PT2-I-IO-54
N/A
N/A
Class PT2-I-54B
(3) $
71,095.05
N/A
N/A
N/A
Class PT2-I-55A
(2) $
79,621.76 Class
PT2-I-IO-55
N/A
N/A
Class PT2-I-55B
(3) $
79,621.76
N/A
N/A
N/A
Class PT2-I-56A
(2) $
178,476.91
Class
PT2-I-IO-56
N/A
N/A
Class PT2-I-56B
(3) $
178,476.91
N/A
N/A
N/A
Class PT2-I-57A
(2) $
166,779.93
Class
PT2-I-IO-57
N/A
N/A
Class PT2-I-57B
(3) $
166,779.93
N/A
N/A
N/A
Class PT2-I-58A
(2) $
155,887.89
Class
PT2-I-IO-58
N/A
N/A
Class PT2-I-58B
(3) $
155,887.89
N/A
N/A
N/A
Class PT2-I-59A
(2) $
145,743.25
Class
PT2-I-IO-59
N/A
N/A
Class PT2-I-59B
(3) $
145,743.25
N/A
N/A
N/A
Class PT2-I-60A
(2) $
136,480.22
Class
PT2-I-IO-60
N/A
N/A
Class PT2-I-60B
(3) $
136,480.22
N/A
N/A
N/A
Class PT2-I-61A
(2) $
602,530.53
Class
PT2-I-IO-61
N/A
N/A
Class PT2-I-61B
(3) $
602,530.53
N/A
N/A
N/A
Class PT2-II-1
(5) $
17,794,903.30
N/A
N/A
N/A
Class PT2-II-2A
(6) $
3,096,846.08
Class PT2-II-IO-2
N/A
N/A
Class PT2-II-2B
(7) $
3,096,846.08
N/A
N/A
N/A
Class PT2-II-3A
(6) $
3,816,893.90
Class PT2-II-IO-3
N/A
N/A
Class PT2-II-3B
(7) $
3,816,893.90
N/A
N/A
N/A
Class PT2-II-4A
(6) $
4,530,630.58
Class PT2-II-IO-4
N/A
N/A
Class PT2-II-4B
(7) $
4,530,630.58
N/A
N/A
N/A
Class PT2-II-5A
(6) $
5,230,814.27 Class PT2-II-IO-5
N/A
N/A
Class PT2-II-5B
(7) $
5,230,814.27
N/A
N/A
N/A
Class PT2-II-6A
(6) $
5,909,936.10
Class PT2-II-IO-6
N/A
N/A
Class PT2-II-6B
(7) $
5,909,936.10
N/A
N/A
N/A
Class PT2-II-7A
(6) $
6,560,321.08
Class PT2-II-IO-7
N/A
N/A
Class PT2-II-7B
(7) $
6,560,321.08
N/A
N/A
N/A
Class PT2-II-8A
(6) $
7,174,243.41
Class PT2-II-IO-8
N/A
N/A
Class PT2-II-8B
(7) $
7,174,243.41
N/A
N/A
N/A
Class PT2-II-9A
(6) $
7,744,051.44
Class PT2-II-IO-9
N/A
N/A
Class PT2-II-9B
(7) $
7,744,051.44
N/A
N/A
N/A
Class PT2-II-10A
(6) $
8,262,312.18
Class PT2-II-IO-10
N/A
N/A
Class PT2-II-10B
(7) $ 8,262,312.18
N/A
N/A
N/A
Class PT2-II-11A
(6) $
8,721,966.60
Class PT2-II-IO-11
N/A
N/A
Class PT2-II-11B
(7) $
8,721,966.60
N/A
N/A
N/A
Class PT2-II-12A
(6) $
8,211,541.69
Class PT2-II-IO-12
N/A
N/A
Class PT2-II-12B
(7) $
8,211,541.69
N/A
N/A
N/A
Class PT2-II-13A
(6) $
7,731,201.44
Class PT2-II-IO-13
N/A
N/A
Class PT2-II-13B
(7) $
7,731,201.44
N/A
N/A
N/A
Class PT2-II-14A
(6) $
7,279,163.50
Class PT2-II-IO-14
N/A
N/A
Class PT2-II-14B
(7) $
7,279,163.50
N/A
N/A
N/A
Class PT2-II-15A
(6) $
6,853,749.98
Class PT2-II-IO-15
N/A
N/A
Class PT2-II-15B
(7) $
6,853,749.98
N/A
N/A
N/A
Class PT2-II-16A
(6) $
6,453,384.32
Class PT2-II-IO-16
N/A
N/A
Class PT2-II-16B
(7) $
6,453,384.32
N/A
N/A
N/A
Class PT2-II-17A
(6) $
6,076,583.27
Class PT2-II-IO-17
N/A
N/A
Class PT2-II-17B
(7) $
6,076,583.27
N/A
N/A
N/A
Class PT2-II-18A
(6) $
5,721,950.60
Class PT2-II-IO-18
N/A
N/A
Class PT2-II-18B
(7) $
5,721,950.60
N/A
N/A
N/A
Class PT2-II-19A
(6) $
5,388,175.78
Class PT2-II-IO-19
N/A
N/A
Class PT2-II-19B
(7) $
5,388,175.78
N/A
N/A
N/A
Class PT2-II-20A
(6) $
5,074,023.09
Class PT2-II-IO-20
N/A
N/A
Class PT2-II-20B
(7) $
5,074,023.09
N/A
N/A
N/A
Class PT2-II-21A
(6) $
4,778,332.75
Class PT2-II-IO-21
N/A
N/A
Class PT2-II-21B
(7) $
4,778,332.75
N/A
N/A
N/A
Class PT2-II-22A
(6) $
4,500,012.85
Class PT2-II-IO-22
N/A
N/A
Class PT2-II-22B
(7) $
4,500,012.85
N/A
N/A
N/A
Class PT2-II-23A
(6) $
46,939,914.65
Class
PT2-II-IO-23
N/A
N/A
Class PT2-II-23B
(7) $
46,939,914.65
N/A
N/A
N/A
Class PT2-II-24A
(6) $
825,395.48
Class
PT2-II-IO-24
N/A
N/A
Class PT2-II-24B
(7) $
825,395.48
N/A
N/A
N/A
Class PT2-II-25A
(6) $
785,009.51
Class
PT2-II-IO-25
N/A
N/A
Class PT2-II-25B
(7) $
785,009.51
N/A
N/A
N/A
Class PT2-II-26A
(6) $
746,633.60
Class
PT2-II-IO-26
N/A
N/A
Class PT2-II-26B
(7) $
746,633.60
N/A
N/A
N/A
Class PT2-II-27A
(6) $
710,166.07
Class
PT2-II-IO-27
N/A
N/A
Class PT2-II-27B
(7) $
710,166.07
N/A
N/A
N/A
Class PT2-II-28A
(6)
$
675,509.79
Class
PT2-II-IO-28
N/A
N/A
Class PT2-II-28B
(7) $
675,509.79
N/A
N/A
N/A
Class PT2-II-29A
(6) $
642,574.22
Class PT2-II-IO-29
N/A
N/A
Class PT2-II-29B
(7) $
642,574.22
N/A
N/A
N/A
Class PT2-II-30A
(6) $
611,270.57
Class
PT2-II-IO-30
N/A
N/A
Class PT2-II-30B
(7) $
611,270.57
N/A
N/A
N/A
Class PT2-II-31A
(6) $
581,517.74
Class
PT2-II-IO-31
N/A
N/A
Class PT2-II-31B
(7) $
581,517.74
N/A
N/A
N/A
Class PT2-II-32A
(6) $
553,237.01
Class
PT2-II-IO-32
N/A
N/A
Class PT2-II-32B
(7) $
553,237.01
N/A
N/A
N/A
Class PT2-II-33A
(6) $
526,353.88
Class
PT2-II-IO-33
N/A
N/A
Class PT2-II-33B
(7) $
526,353.88
N/A
N/A
N/A
Class PT2-II-34A
(6) $
500,798.38
Class
PT2-II-IO-34
N/A
N/A
Class PT2-II-34B
(7) $
500,798.38
N/A
N/A
N/A
Class PT2-II-35A
(6) $
1,519,972.75
Class PT2-II-IO-35
N/A
N/A
Class PT2-II-35B
(7) $
1,519,972.75
N/A
N/A
N/A
Class PT2-II-36A
(6) $
439,371.08
Class
PT2-II-IO-36
N/A
N/A
Class PT2-II-36B
(7) $
439,371.08
N/A
N/A
N/A
Class PT2-II-37A
(6) $
411,037.43
Class
PT2-II-IO-37
N/A
N/A
Class PT2-II-37B
(7) $
411,037.43
N/A
N/A
N/A
Class PT2-II-38A
(6) $
385,229.49
Class
PT2-II-IO-38
N/A
N/A
Class PT2-II-38B
(7) $
385,229.49
N/A
N/A
N/A
Class PT2-II-39A
(6) $
336,630.27
Class
PT2-II-IO-39
N/A
N/A
Class PT2-II-39B
(7) $
336,630.27
N/A
N/A
N/A
Class PT2-II-40A
(6) $
320,601.02
Class
PT2-II-IO-40
N/A
N/A
Class PT2-II-40B
(7) $
320,601.02
N/A
N/A
N/A
Class PT2-II-41A
(6) $
305,357.61
Class
PT2-II-IO-41
N/A
N/A
Class PT2-II-41B
(7) $
305,357.61
N/A
N/A
N/A
Class PT2-II-42A
(6) $
290,860.36
Class
PT2-II-IO-42
N/A
N/A
Class PT2-II-42B
(7) $
290,860.36
N/A
N/A
N/A
Class PT2-II-43A
(6) $
277,070.97
Class
PT2-II-IO-43
N/A
N/A
Class PT2-II-43B
(7) $
277,070.97
N/A
N/A
N/A
Class PT2-II-44A
(6) $
263,952.87
Class
PT2-II-IO-44
N/A
N/A
Class PT2-II-44B
(7) $
263,952.87
N/A
N/A
N/A
Class PT2-II-45A
(6) $
251,472.98
Class
PT2-II-IO-45
N/A
N/A
Class PT2-II-45B
(7)
$ 251,472.98
N/A
N/A
N/A
Class PT2-II-46A
(6) $
239,598.24
Class
PT2-II-IO-46
N/A
N/A
Class PT2-II-46B
(7) $
239,598.24
N/A
N/A
N/A
Class PT2-II-47A
(6) $
228,298.34
Class
PT2-II-IO-47
N/A
N/A
Class PT2-II-47B
(7) $
228,298.34
N/A
N/A
N/A
Class PT2-II-48A
(6) $
217,544.40
Class
PT2-II-IO-48
N/A
N/A
Class PT2-II-48B
(7) $
217,544.40
N/A
N/A
N/A
Class PT2-II-49A
(6) $
207,309.24
Class
PT2-II-IO-49
N/A
N/A
Class PT2-II-49B
(7) $
207,309.24
N/A
N/A
N/A
Class PT2-II-50A
(6) $
197,566.42
Class
PT2-II-IO-50
N/A
N/A
Class PT2-II-50B
(7) $
197,566.42
N/A
N/A
N/A
Class PT2-II-51A
(6) $
188,292.24
Class
PT2-II-IO-51
N/A
N/A
Class PT2-II-51B
(7) $
188,292.24
N/A
N/A
N/A
Class PT2-II-52A
(6) $
179,462.35
Class
PT2-II-IO-52
N/A
N/A
Class PT2-II-52B
(7) $
179,462.35
N/A
N/A
N/A
Class PT2-II-53A
(6) $
171,055.50
Class
PT2-II-IO-53
N/A
N/A
Class PT2-II-53B
(7) $
171,055.50
N/A
N/A
N/A
Class PT2-II-54A
(6) $
163,050.45
Class
PT2-II-IO-54
N/A
N/A
Class PT2-II-54B
(7) $
163,050.45
N/A
N/A
N/A
Class PT2-II-55A
(6) $
182,605.74
Class
PT2-II-IO-55
N/A
N/A
Class PT2-II-55B
(7) $
182,605.74
N/A
N/A
N/A
Class PT2-II-56A
(6) $
409,321.59
Class
PT2-II-IO-56
N/A
N/A
Class PT2-II-56B
(7)
$
409,321.59
N/A
N/A
N/A
Class PT2-II-57A
(6) $
382,495.57
Class
PT2-II-IO-57
N/A
N/A
Class PT2-II-57B
(7) $
382,495.57
N/A
N/A
N/A
Class PT2-II-58A
(6) $
357,515.61
Class
PT2-II-IO-58
N/A
N/A
Class PT2-II-58B
(7) $
357,515.61
N/A
N/A
N/A
Class PT2-II-59A
(6) $
334,249.75
Class
PT2-II-IO-59
N/A
N/A
Class PT2-II-59B
(7) $
334,249.75
N/A
N/A
N/A
Class PT2-II-60A
(6) $
313,005.78
Class
PT2-II-IO-60
N/A
N/A
Class PT2-II-60B
(7) $
313,005.78
N/A
N/A
N/A
Class PT2-II-61A
(6) $
1,381,852.47
Class PT2-II-IO-61
N/A
N/A
Class PT2-II-61B
(7) $
1,381,852.47
N/A
N/A
N/A
Class PT2-I-IO-2
(4)
(4)
N/A
Class PT1-I-2A
January 2006
Class PT2-I-IO-3
(4)
(4)
N/A
Class PT1-I-3A
February 2006
Class PT2-I-IO-4
(4)
(4)
N/A
Class PT1-I-4A
March 2006
Class PT2-I-IO-5
(4)
(4)
N/A
Class PT1-I-5A
April 2006
Class PT2-I-IO-6
(4)
(4)
N/A
Class PT1-I-6A
May 2006
Class PT2-I-IO-7
(4)
(4)
N/A
Class PT1-I-7A
June 2006
Class PT2-I-IO-8
(4)
(4)
N/A
Class PT1-I-8A
July 2006
Class PT2-I-IO-9
(4)
(4)
N/A
Class PT1-I-9A
August 2006
Class PT2-I-IO-10
(4)
(4)
N/A
Class PT1-I-10A
September 2006
Class PT2-I-IO-11
(4)
(4)
N/A
Class PT1-I-11A
October 2006
Class PT2-I-IO-12
(4)
(4)
N/A
Class PT1-I-12A
November 2006
Class PT2-I-IO-13
(4)
(4)
N/A
Class PT1-I-13A
December 2006
Class PT2-I-IO-14
(4)
(4)
N/A
Class PT1-I-14A
January 2007
Class PT2-I-IO-15
(4)
(4)
N/A
Class PT1-I-15A
February 2007
Class PT2-I-IO-16
(4)
(4)
N/A
Class PT1-I-16A
March 2007
Class PT2-I-IO-17
(4)
(4)
N/A
Class PT1-I-17A
April 2007
Class PT2-I-IO-18
(4)
(4)
N/A
Class PT1-I-18A
May 2007
Class PT2-I-IO-19
(4)
(4)
N/A
Class PT1-I-19A
June 2007
Class PT2-I-IO-20
(4)
(4)
N/A
Class PT1-I-20A
July 2007
Class PT2-I-IO-21
(4)
(4)
N/A
Class PT1-I-21A
August 2007
Class PT2-I-IO-22
(4)
(4)
N/A
Class PT1-I-22A
September 2007
Class PT2-I-IO-23
(4)
(4)
N/A
Class PT1-I-23A
October 2007
Class PT2-I-IO-24
(4)
(4)
N/A
Class PT1-I-24A
November 2007
Class PT2-I-IO-25
(4)
(4)
N/A
Class PT1-I-25A
December 2007
Class PT2-I-IO-26
(4)
(4)
N/A
Class PT1-I-26A
January 2008
Class PT2-I-IO-27
(4)
(4)
N/A
Class PT1-I-27A
February 2008
Class PT2-I-IO-28
(4)
(4)
N/A
Class PT1-I-28A
March 2008
Class PT2-I-IO-29
(4)
(4)
N/A
Class PT1-I-29A
April 2008
Class PT2-I-IO-30
(4)
(4)
N/A
Class PT1-I-30A
May 2008
Class PT2-I-IO-31
(4)
(4)
N/A
Class PT1-I-31A
June 2008
Class PT2-I-IO-32
(4)
(4)
N/A
Class PT1-I-32A
July 2008
Class PT2-I-IO-33
(4)
(4)
N/A
Class PT1-I-33A
August 2008
Class PT2-I-IO-34
(4)
(4)
N/A
Class PT1-I-34A
September 2008
Class PT2-I-IO-35
(4)
(4)
N/A
Class PT1-I-35A
October 2008
Class PT2-I-IO-36
(4)
(4)
N/A
Class PT1-I-36A
November 2008
Class PT2-I-IO-37
(4)
(4)
N/A
Class PT1-I-37A
December 2008
Class PT2-I-IO-38
(4)
(4)
N/A
Class PT1-I-38A
January 2009
Class PT2-I-IO-39
(4)
(4)
N/A
Class PT1-I-39A
February 2009
Class PT2-I-IO-40
(4)
(4)
N/A
Class PT1-I-40A
March 2009
Class PT2-I-IO-41
(4)
(4)
N/A
Class PT1-I-41A
April 2009
Class PT2-I-IO-42
(4)
(4)
N/A
Class PT1-I-42A
May 2009
Class PT2-I-IO-43
(4)
(4)
N/A
Class PT1-I-43A
June 2009
Class PT2-I-IO-44
(4)
(4)
N/A
Class PT1-I-44A
July 2009
Class PT2-I-IO-45
(4)
(4)
N/A
Class PT1-I-45A
August 2009
Class PT2-I-IO-46
(4)
(4)
N/A
Class PT1-I-46A
September 2009
Class PT2-I-IO-47
(4)
(4)
N/A
Class PT1-I-47A
October 2009
Class PT2-I-IO-48
(4)
(4)
N/A
Class PT1-I-48A
November 2009
Class PT2-I-IO-49
(4)
(4)
N/A
Class PT1-I-49A
December 2009
Class PT2-I-IO-50
(4)
(4)
N/A
Class PT1-I-50A
January 2010
Class PT2-I-IO-51
(4)
(4)
N/A
Class PT1-I-51A
February 2010
Class PT2-I-IO-52
(4)
(4)
N/A
Class PT1-I-52A
March 2010
Class PT2-I-IO-53
(4)
(4)
N/A
Class PT1-I-53A
April 2010
Class PT2-I-IO-54
(4)
(4)
N/A
Class PT1-I-54A
May
2010
Class PT2-I-IO-55
(4)
(4)
N/A
Class PT1-I-55A
June 2010
Class PT2-I-IO-56
(4)
(4)
N/A
Class PT1-I-56A
July 2010
Class PT2-I-IO-57
(4)
(4)
N/A
Class PT1-I-57A
August 2010
Class PT2-I-IO-58
(4)
(4)
N/A
Class PT1-I-58A
September 2010
Class PT2-I-IO-59
(4)
(4)
N/A
Class PT1-I-59A
October 2010
Class PT2-I-IO-60
(4)
(4)
N/A
Class PT1-I-60A
November 2010
Class PT2-I-IO-61
(4)
(4)
N/A
Class PT1-I-61A
December 2010
Class PT2-II-IO-2
(4)
(4)
N/A
Class PT1-II-2A
January 2006
Class PT2-II-IO-3
(4)
(4)
N/A
Class PT1-II-3A
February 2006
Class PT2-II-IO-4
(4)
(4)
N/A
Class PT1-II-4A
March 2006
Class PT2-II-IO-5
(4)
(4)
N/A
Class PT1-II-5A
April 2006
Class PT2-II-IO-6
(4)
(4)
N/A
Class PT1-II-6A
May 2006
Class PT2-II-IO-7
(4)
(4)
N/A
Class PT1-II-7A
June 2006
Class PT2-II-IO-8
(4)
(4)
N/A
Class PT1-II-8A
July 2006
Class PT2-II-IO-9
(4)
(4)
N/A
Class PT1-II-9A
August 2006
Class PT2-II-IO-10
(4)
(4)
N/A
Class PT1-II-10A
September 2006
Class PT2-II-IO-11
(4)
(4)
N/A
Class PT1-II-11A
October 2006
Class PT2-II-IO-12
(4)
(4)
N/A
Class PT1-II-12A
November 2006
Class PT2-II-IO-13
(4)
(4)
N/A
Class PT1-II-13A
December 2006
Class PT2-II-IO-14
(4)
(4)
N/A
Class PT1-II-14A
January 2007
Class PT2-II-IO-15
(4)
(4)
N/A
Class PT1-II-15A
February 2007
Class PT2-II-IO-16
(4)
(4)
N/A
Class PT1-II-16A
March 2007
Class PT2-II-IO-17
(4)
(4)
N/A
Class PT1-II-17A
April 2007
Class PT2-II-IO-18
(4)
(4)
N/A
Class PT1-II-18A
May 2007
Class PT2-II-IO-19
(4)
(4)
N/A
Class PT1-II-19A
June 2007
Class PT2-II-IO-20
(4)
(4)
N/A
Class PT1-II-20A
July 2007
Class PT2-II-IO-21
(4)
(4)
N/A
Class PT1-II-21A
August 2007
Class PT2-II-IO-22
(4)
(4)
N/A
Class PT1-II-22A
September 2007
Class PT2-II-IO-23
(4)
(4)
N/A
Class PT1-II-23A
October 2007
Class PT2-II-IO-24
(4)
(4)
N/A
Class PT1-II-24A
November 2007
Class PT2-II-IO-25
(4)
(4)
N/A
Class PT1-II-25A
December 2007
Class PT2-II-IO-26
(4)
(4)
N/A
Class PT1-II-26A
January 2008
Class PT2-II-IO-27
(4)
(4)
N/A
Class PT1-II-27A
February 2008
Class PT2-II-IO-28
(4)
(4)
N/A
Class PT1-II-28A
March 2008
Class PT2-II-IO-29
(4)
(4)
N/A
Class PT1-II-29A
April 2008
Class PT2-II-IO-30
(4)
(4)
N/A
Class PT1-II-30A
May 2008
Class PT2-II-IO-31
(4)
(4)
N/A
Class PT1-II-31A
June 2008
Class PT2-II-IO-32
(4)
(4)
N/A
Class PT1-II-32A
July
2008
Class PT2-II-IO-33
(4)
(4)
N/A
Class PT1-II-33A
August 2008
Class PT2-II-IO-34
(4)
(4)
N/A
Class PT1-II-34A
September 2008
Class PT2-II-IO-35
(4)
(4)
N/A
Class PT1-II-35A
October 2008
Class PT2-II-IO-36
(4)
(4)
N/A
Class PT1-II-36A
November 2008
Class PT2-II-IO-37
(4)
(4)
N/A
Class PT1-II-37A
December 2008
Class PT2-II-IO-38
(4)
(4)
N/A
Class PT1-II-38A
January 2009
Class PT2-II-IO-39
(4)
(4)
N/A
Class PT1-II-39A
February 2009
Class PT2-II-IO-40
(4)
(4)
N/A
Class PT1-II-40A
March 2009
Class PT2-II-IO-41
(4)
(4)
N/A
Class PT1-II-41A
April 2009
Class PT2-II-IO-42
(4)
(4)
N/A
Class PT1-II-42A
May 2009
Class PT2-II-IO-43
(4)
(4)
N/A
Class PT1-II-43A
June 2009
Class PT2-II-IO-44
(4)
(4)
N/A
Class PT1-II-44A
July 2009
Class PT2-II-IO-45
(4)
(4)
N/A
Class PT1-II-45A
August 2009
Class PT2-II-IO-46
(4)
(4)
N/A
Class PT1-II-46A
September 2009
Class PT2-II-IO-47
(4)
(4)
N/A
Class PT1-II-47A
October 2009
Class PT2-II-IO-48
(4)
(4)
N/A
Class PT1-II-48A
November 2009
Class PT2-II-IO-49
(4)
(4)
N/A
Class PT1-II-49A
December 2009
Class PT2-II-IO-50
(4)
(4)
N/A
Class PT1-II-50A
January 2010
Class PT2-II-IO-51
(4)
(4)
N/A
Class PT1-II-51A February
2010
Class PT2-II-IO-52
(4)
(4)
N/A
Class PT1-II-52A
March 2010
Class PT2-II-IO-53
(4)
(4)
N/A
Class PT1-II-53A
April 2010
Class PT2-II-IO-54
(4)
(4)
N/A
Class PT1-II-54A
May 2010
Class PT2-II-IO-55
(4)
(4)
N/A
Class PT1-II-55A
June 2010
Class PT2-II-IO-56
(4)
(4)
N/A
Class PT1-II-56A
July 2010
Class PT2-II-IO-57
(4)
(4)
N/A
Class PT1-II-57A
August 2010
Class PT2-II-IO-58
(4)
(4)
N/A
Class PT1-II-58A
September 2010
Class PT2-II-IO-59
(4)
(4)
N/A
Class PT1-II-59A
October 2010
Class PT2-II-IO-60
(4)
(4)
N/A
Class PT1-II-60A
November 2010
Class PT2-II-IO-61
(4)
(4)
N/A
Class PT1-II-61A
December 2010
Class PT2-R
(8)
$100.00
N/A
N/A
N/A
</TABLE>
-----------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group I WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group I and having an "A" in
their class
designation, provided that, on each Distribution Date on which
interest
is distributable on the Corresponding Pooling-Tier REMIC-2 IO
Interest,
this Pooling-Tier REMIC-2 Regular Interest shall bear interest
at a per
annum rate equal to Swap LIBOR subject to a maximum rate equal
to
the
weighted average of the Pooling-Tier REMIC-1 Interest Rates on
the
Pooling-Tier REMIC-1 Regular Interests relating to Loan Group I and
having
an "A" in
their class designation.
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group I and having a "B" in
their
class designation.
(4) Each
Pooling-Tier REMIC-2 IO is an interest-only interest and does
not
have a
principal balance but has a notional balance ("Pooling-Tier
REMIC-2
IO
Notional Balance") equal to the Pooling-Tier REMIC-2 Principal
Amount
of the
Corresponding Pooling-Tier REMIC-1 Regular Interest. From the
Closing
Date through and including the Corresponding Actual Crossover
Distribution Date, each Pooling-Tier REMIC-2 IO Interest shall be
entitled
to receive
interest that accrues on the Corresponding Pooling-Tier REMIC-1
Regular
Interest at a rate equal to the excess, if any, of (i) the
Pooling-Tier REMIC-1 Interest Rate for the Corresponding
Pooling-Tier
REMIC-1
Regular Interest over (ii) Swap LIBOR. After the Corresponding
Actual
Crossover Distribution Date, the Pooling-Tier REMIC-2 IO
Interest
shall not accrue
interest.
(5) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group II WAC Rate.
(6) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group II and having an "A"
in
their
class designation, provided that, on each Distribution Date on
which
interest
is distributable on the Corresponding Pooling-Tier REMIC-2 IO
Interest,
this Pooling-Tier REMIC-2 Regular Interest shall bear interest
at a per
annum rate equal to Swap LIBOR subject to a maximum rate equal
to
the weighted average
of the Pooling-Tier REMIC-1 Interest Rates on the
Pooling-Tier REMIC-1 Regular Interests relating to Loan Group II
and
having an
"A" in their class designation.
(7) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1 Regular
Interests relating to Loan Group II and having a "B" in
their
class designation.
(8) The Class
PT2-R Interest shall not bear interest.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans for such Distribution Date shall be distributed
to the
Pooling-Tier REMIC-2 Regular Interests at the Pooling-Tier REMIC-2
Interest
Rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage Loans
shall be
allocated to the Class R-1 Certificates in respect of the Class
PT2-R Interest
pursuant to Section 4.02(a)(ii) until its Class Certificate Balance
is reduced
to zero, then to the outstanding Pooling-Tier REMIC-2 Regular
Interests (other
than the Pooling-Tier REMIC-2 IO Interests) relating to Loan Group
I with the
lowest numerical denomination (other than the Class PT2-I-1
Interest) until the
Pooling-Tier REMIC-2 Principal Amount of such interest is reduced
to zero,
provided that, for Pooling-Tier REMIC-2 Regular Interests relating
to Loan Group
I with the same numerical denomination, such Realized Losses and
payments of
principal shall be allocated pro rata between such Pooling-Tier
REMIC-2 Regular
Interests, and then to the Class PT2-I-1 Interest until the
Pooling-Tier REMIC-2
Principal Amount of such interest is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage Loans
shall be
allocated to the outstanding Pooling-Tier REMIC-2 Regular Interests
(other than
the Pooling-Tier REMIC-2 IO Interests) relating to Loan Group II
with the lowest
numerical denomination (other than the Class PT2-II-1 Interest)
until the
Pooling-Tier REMIC-2 Principal Amount of such interest is reduced
to zero,
provided that, for Pooling-Tier REMIC-2 Regular Interests relating
to Loan Group
II with the same numerical denomination, such Realized Losses and
payments of
principal shall be allocated pro rata between such Pooling-Tier
REMIC-2 Regular
Interests, and then to the Class PT2-II-1 Interest until the
Pooling-Tier
REMIC-2 Principal Amount of such interest is reduced to zero.
Lower-Tier REMIC
The Lower-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R Interest, is hereby
designated as a
regular interest in the Lower-Tier REMIC. The Class LT-R Interest
is hereby
designated as the sole class of residual interest in the Lower-Tier
REMIC and
shall be represented by the Class R-1 Certificates.
Corresponding
Upper-Tier
Lower-Tier Regular
Lower-Tier
Initial
Lower-Tier Principal REMIC Regular
Interest
Interest Rate
Amount
Interest
------------------
-------------
---------------------------- --------------
Class LT-A-1A
(1) 1/2
initial Class Certificate
A-1A
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-A-1B
(1) 1/2
initial Class Certificate
A-1B
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-A-2A
(1) 1/2
initial Class Certificate
A-2A
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-A-2B
(1) 1/2
initial Class Certificate
A-2B
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-A-2C
(1) 1/2
initial Class Certificate A-2C
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-A-2D
(1) 1/2
initial Class Certificate
A-2D
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-M-1
(1) 1/2
initial Class Certificate
M-1
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-M-2
(1) 1/2
initial Class Certificate
M-2
Balance of
Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-M-3
(1) 1/2
initial Class Certificate
M-3
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-M-4
(1) 1/2
initial Class Certificate
M-4
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-M-5
(1) 1/2
initial Class Certificate
M-5
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-B-1
(1) 1/2
initial Class Certificate
B-1
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-B-2
(1) 1/2
initial Class Certificate
B-2
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-B-3
(1) 1/2
initial Class Certificate
B-3
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-B-4
(1) 1/2
initial Class Certificate
B-4
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-Accrual
(1) 1/2 Pool
Principal Balance
plus 1/2 Overcollateralized
Amount, less the Initial
Lower-Tier Principal Amounts
of the Class LT-Group I,
Class LT-Group II and Class
LT-3 Interests, less $50
Class LT-Group I
(2) 0.001%
aggregate Stated
N/A
Principal Balance of Group I
Mortgage Loans(4)
Class LT-Group II
(3) 0.001%
aggregate Stated
N/A
Principal
Balance of
Group II Mortgage Loans(4)
Class LT-IO
(5)
(5)
N/A
Class LT-3
(6)
$100
Class LT-R
(7)
(7)
N/A
-----------------------
(1) The interest
rate with respect to any Distribution Date for these
interests
is a per annum variable rate equal to the weighted average of
the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling-Tier REMIC-2 IO Interests).
(2) The interest
rate with respect to any Distribution Date for the Class
LT-Group I
Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to Loan Group I.
(3) The interest
rate with respect to any Distribution Date for the Class
LT-Group
II Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to Loan Group II.
(4) For all
Distribution Dates, the Lower-Tier Principal Amount of these
Lower-Tier
Regular Interests shall be rounded to eight decimal places.
(5) This
Lower-Tier Regular Interest is an interest-only interest and does
not
have a
Lower-Tier Principal Amount. On each Distribution Date, this
Lower-Tier
Regular Interest shall be entitled to receive all interest
distributable on the Pooling-Tier REMIC-2 IO Interests.
(6) This
Lower-Tier Regular Interest shall not be entitled to interest
and
shall have
a Lower-Tier Principal Amount at all times equal to the Class
Certificate
Balance of the Class R-3 Certificates.
(7) The Class
LT-R Interest does not have a principal amount or an interest
rate.
Each Lower-Tier Regular Interest is hereby designated as a
regular
interest in the Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2A,
Class
LT-A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-M-1, Class LT-M-2,
Class LT-M-3,
Class LT-M-4, Class LT-M-5, Class LT-B-1, Class LT-B-2, Class
LT-B-3 and Class
LT-B-4 Interests are hereby designated the LT-Accretion Directed
Classes (the
"LT-Accretion Directed Classes").
On each Distribution Date, 50% of the increase in the
Overcollateralized Amount shall be payable as a reduction of the
Lower-Tier
Principal Amount of the LT-Accretion Directed Classes (each such
Class will be
reduced by an amount equal to 50% of any increase in the
Overcollateralized
Amount that is attributable to a reduction in the Class Certificate
Balance of
its Corresponding Class) and shall be accrued and added to the
Lower-Tier
Principal Amount of the Class LT-Accrual Interest. On each
Distribution Date,
the increase in the Lower-Tier Principal Amount of the Class
LT-Accrual Interest
shall not exceed interest accruals for such Distribution Date for
the Class
LT-Accrual Interest. In the event that: (i) 50% of the increase in
the
Overcollateralized Amount exceeds (ii) interest accruals on the
Class LT-Accrual
Interest for such Distribution Date, the excess for such
Distribution Date
(accumulated with all such excesses for all prior Distribution
Dates) will be
added to any increase in the Overcollateralized Amount for purposes
of
determining the amount of interest accrual on the Class LT-Accrual
Interest
payable as principal on the LT-Accretion Directed Classes on the
next
Distribution Date pursuant to the first sentence of this paragraph.
All payments
of scheduled principal and prepayments of principal generated by
the Mortgage
Loans and all Subsequent Recoveries allocable to principal shall be
allocated
(i) 50% to the Class LT-Accrual Interest, the Class LT-Group I
Interest and
Class LT-Group II Interest (and further allocated among these
Lower-Tier Regular
Interests in the manner described below) and (ii) 50% to the
LT-Accretion
Directed Classes (such principal payments and Subsequent Recoveries
shall be
allocated among such LT-Accretion Directed Classes in an amount
equal to 50% of
the principal amounts and Subsequent Recoveries allocated to their
respective
Corresponding Classes), until paid in full. Notwithstanding the
above, principal
payments allocated to the Class UT-X Interest that result in the
reduction in
the Overcollateralized Amount shall be allocated to the Class
LT-Accrual
Interest (until paid in full). Realized Losses shall be applied so
that after
all distributions have been made on each Distribution Date (i) the
Lower-Tier
Principal Amount of each of the LT-Accretion Directed Classes is
equal to 50% of
the Class Certificate Balance of their Corresponding Class, and
(ii) the Class
LT-Accrual Interest, the Class LT-Group I and the Class LT-Group II
Interest
(and further allocated between these Lower-Tier Regular Interests
in the manner
described below) is equal to 50% of the aggregate Stated Principal
Balance of
the Mortgage Loans plus 50% of the Overcollateralized Amount. Any
increase in
the Class Certificate Balance of a Class of LIBOR Certificates as a
result of a
Subsequent Recovery shall increase the Lower-Tier Principal Amount
of the
Corresponding Lower-Tier Regular Interest by 50% of such increase,
and the
remaining 50% of such increase shall increase the Lower-Tier
Principal Amount of
the Class LT-Accrual Interest. As among the Class LT-Accrual
Interest, the Class
LT-Group I Interest and the Class LT-Group II Interest, all
payments of
scheduled principal and prepayments of principal generated by the
Mortgage
Loans, all Subsequent Recoveries and all Realized Losses, allocable
to such
Lower-Tier Regular Interests shall be allocated (i) to the Class
LT-Group I
Interest and the Class LT-Group II Interest, each from the related
Loan Group so
that their respective Lower-Tier Principal Amounts (computed to at
least eight
decimal places) are equal to 0.001% of the aggregate Stated
Principal Balance of
the Mortgage Loans in the related Loan Group and (ii) the remainder
to the Class
LT-Accrual Interest.
Upper-Tier REMIC
The Upper-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class UT-R Interest, is hereby
designated as a
regular interest in the Upper-Tier REMIC. The Class UT-R Interest
is hereby
designated as the sole class of residual interests in the
Upper-Tier REMIC and
shall be represented by the Class R-1 Certificates.
Corresponding
Upper-Tier REMIC
Upper-Tier
Initial Principal
Class of
Interest
Interest Rate Upper-Tier
Amount Certificates
-----------------
-------------
-----------------
--------------
Class A-1A
(1)
$ 108,759,000
Class
A-1A
Class A-1B
(1)
$ 27,190,000
Class
A-1B
Class A-2A
(2)
$ 156,886,000
Class
A-2A
Class A-2B
(2)
$ 65,607,000
Class
A-2B
Class A-2C
(2)
$ 63,603,000
Class
A-2C
Class A-2D
(2)
$ 25,693,000
Class
A-2D
Class M-1
(3)
$ 43,526,000
Class
M-1
Class M-2
(3)
$ 11,317,000
Class
M-2
Class M-3
(3)
$ 19,152,000
Class
M-3
Class M-4
(3)
$
8,995,000 Class
M-4
Class M-5
(3)
$ 8,415,000 Class
M-5
Class B-1
(3)
$
6,094,000 Class
B-1
Class B-2
(3)
$
5,803,000 Class
B-2
Class B-3
(3)
$
5,804,000 Class
B-3
Class B-4
(3)
$
5,803,000 Class
B-4
Class UT-IO
(4)
(4)
N/A
Class UT-X
(5)
(5)
N/A
Class UT-3
(6)
$100
N/A
Class UT-R
(7)
(7)
Class R-1
------------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
interest
shall bear interest at the least of (i) the Pass-Through Rate
(determined without regard to the Loan Group I Cap or WAC Cap) for
the
Corresponding Class of Certificates, (ii) the Lower-Tier Interest
Rate for
the Class
LT-Group I Interest (the "Upper-Tier REMIC Loan Group I Rate")
and (ii)
the Upper-Tier REMIC WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
interest
shall bear interest at the least of (i) the Pass-Through Rate
(determined without regard to the Loan Group II Cap or WAC Cap) for
the
Corresponding Class of Certificates, (ii) the Lower-Tier Interest
Rate for
the Class
LT-Group II Interest (the "Upper-Tier REMIC Loan Group II
Rate")
and (ii)
the Upper-Tier REMIC WAC Rate.
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
interest
shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the applicable WAC Cap) for the
Corresponding Class of Certificates and (ii) the Upper-Tier REMIC
WAC
Rate.
(4) This
interest is an interest-only interest and does not have a
principal
balance.
On each Distribution Date, the Class UT-IO Interest shall be
entitled
to receive all interest distributable on the Class LT-IO
Interest.
(5) The Class
UT-X Interest has an initial principal balance of
$17,700,931.95
but will
not accrue interest on such balance but will accrue interest on
a
notional
principal balance. As of any Distribution Date, the Class UT-X
Interest
shall have a notional principal balance equal to the aggregate
of
the
Lower-Tier Principal Amounts of the Lower-Tier Regular
Interests
(other
than the Class LT-IO and Class LT-3 Interests) as of the first
day
of the
related Interest Accrual Period. With respect to any Interest
Accrual
Period, the Class UT-X Interest shall bear interest at a rate
equal to
the excess, if any, of the Upper-Tier REMIC WAC Rate over the
product of
(i) 2 and (ii) the weighted average of the Lower-Tier Interest
Rates of
the Lower-Tier REMIC Interests (other than the Class LT-IO and
Class LT-3
Interests), where the Lower-Tier Interest Rate on each of the
Class
LT-Accrual Interest, Class LT-Group I Interest and Class LT-Group
II
Interest
is subject to a cap equal to zero and each LT Accretion
Directed
Class is
subject to a cap equal to the Upper-Tier Interest Rate on its
Corresponding Class of Upper-Tier Regular Interest. With respect to
any
Distribution Date, interest that so accrues on the notional
principal
balance of
the Class UT-X Interest shall be deferred in an amount equal to
any
increase in the Overcollateralized Amount on such Distribution
Date.
Such
deferred interest shall not itself bear interest.
(6) This
Upper-Tier Regular Interest shall not be entitled to interest
and
shall have
a principal balance equal to the Class Certificate Balance of
the Class
R-3 Certificates.
(7) The Class
UT-R Interest does not have an interest rate or a principal
balance.
On each Distribution Date, interest distributable in respect of
the
Lower-Tier Interests for such Distribution Date shall be deemed to
be
distributed on the interests in the Upper-Tier REMIC at the rates
shown above,
provided that the Class UT-IO Interest shall be entitled to receive
interest
before any other interest in the Upper-Tier REMIC.
On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to the
Upper-Tier
Interests until the outstanding principal balance of each such
interest equals
the outstanding Class Certificate Balance of the Corresponding
Class of
Certificates as of such Distribution Date.
Class X REMIC
The Class X REMIC shall issue the following classes of
interests.
The Class X Interest and the Class IO Interest shall each represent
a regular
interest in the Class X REMIC and the Class R-3 Certificates shall
represent
sole class of residual interest in the Class X REMIC.
Class X REMIC
Class X REMIC
Designation Interest Rate
Principal Amount
------------------------- -------------
----------------
Class X Interest
(1)
(1)
Class IO Interest
(2)
(2)
Class R-3 Certificates
(3)
$100.00
------------
(1) The Class X
Interest has an initial principal balance equal to the initial
principal
balance of the Class UT-X Interest and is entitled to 100% of
the
interest and principal on the Class UT-X Interest on each
Distribution
Date.
(2) This
interest is an interest-only interest and does not have a
principal
balance.
On each Distribution Date the Class IO Interest shall be
entitled
to receive
100% of the interest distributable on the Class UT-IO Interest.
(3) The Class
R-3 Certificates do not have an interest rate.
Certificates
Class
Class Certificate
Class Designation
Pass-Through
Rate
Balance
-----------------
-----------------
-----------------
Class A-1A(20)
(1)
$ 108,759,000
Class A-1B(20)
(2)
$ 27,190,000
Class A-2A(20)
(3)
$ 156,886,000
Class A-2B(20)
(4)
$ 65,607,000
Class A-2C(20)
(5)
$ 63,603,000
Class A-2D(20)
(6)
$ 25,693,000
Class M-1(20)
(7)
$ 43,526,000
Class M-2(20)
(8)
$ 11,317,000
Class M-3(20)
(9)
$ 19,152,000
Class M-4(20)
(10)
$
8,995,000
Class M-5(20)
(11)
$
8,415,000
Class B-1(20)
(12)
$
6,094,000
Class B-2(20)
(13)
$
5,803,000
Class B-3(20)
(14)
$
5,804,000
Class B-4(20)
(15)
$
5,803,000
Class X
(16)
(16)
Class R-1
(17)
$
100
Class R-2
(18)
$
100
Class R-3
(19)
$
100
------------
(1) The Class
A-1A Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
the applicable Pass-Through Margin, (2) the Loan Group I Cap
and (3)
the WAC Cap.
(2) The Class
A-1B Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
the applicable Pass-Through Margin, (2) the Loan Group I Cap
and (3)
the WAC Cap.
(3) The Class
A-2A Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3)
the WAC Cap.
(4) The Class
A-2B Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3)
the WAC Cap.
(5) The Class
A-2C Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3)
the WAC Cap.
(6) The Class
A-2D Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3)
the WAC Cap.
(7) The Class
M-1 Certificates will bear interest during each Interest
Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the applicable
Pass-Through Margin and (2) the WAC Cap.
(8) The Class
M-2 Certificates will bear interest during each Interest
Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(9) The Class
M-3 Certificates will bear interest during each Interest
Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(10) The Class M-4
Certificates will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(11) The Class M-5
Certificates will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(12) The Class B-1
Certificates will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(13) The Class B-2
Certificates will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(14) The Class B-3
Certificates will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(15) The Class B-4
Certificates will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(16) The Class X
Certificates will represent beneficial ownership of (i) the
Class X
Interest, (ii) the Class IO Interest, (iii) the right to
receive
Class IO
Shortfalls, (iv) amounts in the Supplemental Interest Trust,
including
the Interest Rate Swap Agreement subject to the obligation to
pay Net
Swap Payments and Upper-Tier Carry Forward Amounts and, without
duplication, Basis Risk Carry Forward Amounts and (v) amounts in
the
Excess
Reserve Fund Account, subject to the obligation to make
payments
from the
Excess Reserve Fund Account in respect of Basis Risk Carry
Forward
Amounts. For federal income tax purposes, the Securities
Administrator will treat a Class X Certificateholder's obligation
to make
payments
of Basis Risk Carry Forward Amounts and, without duplication,
Upper-Tier
Carry Forward Amounts to the LIBOR Certificates from the Excess
Reserve
Fund Account and the Supplemental Interest Trust as payments
made
pursuant
to an interest rate cap contract written by the Class X
Certificateholders in favor of each Class of LIBOR Certificates.
Such
rights of
the Class X Certificateholders and LIBOR Certificateholders
shall be
treated as held in a portion of the Trust Fund that is treated
as
a grantor
trust under subpart E, Part I of subchapter J of the Code.
(17) The Class R-1
Certificates do not have an interest rate. The Class R-1
Certificates represent ownership of the Class PT2-R Interest, the
Class
LT-R
Lower-Tier Interest and the Class UT-R Interest.
(18) The Class R-2
Certificates do not have an interest rate. The Class R-2
Certificates represent the residual interest in Pooling-Tier
REMIC-1.
(19) The Class R-3
Certificates do not have an interest rate. The Class R-3
Certificates represent the residual interest in the Class X
REMIC.
(20) Each of these
Certificates will represent not only the ownership of the
Corresponding Class of Upper-Tier Regular Interest but also the
right to
receive
payments from the Excess Reserve Fund Account and the
Supplemental
Interest
Trust. Each of these Certificates will also be subject to the
obligation
to pay Class IO Shortfalls as described in Section 8.13. For
federal
income tax purposes, any amount distributed on the LIBOR
Certificates on any such Distribution Date in excess of the
amount
distributable on their Corresponding Class of Upper-Tier Regular
Interest
on such
Distribution Date shall be treated as having been paid from the
Excess
Reserve Fund Account or the Supplemental Interest Trust, as
applicable, and any amount distributable on such Corresponding
Class of
Upper-Tier
Regular Interest on such Distribution Date in excess of the
amount
distributable on LIBOR Certificates on such Distribution Date
shall
be treated
as having been paid to the Supplemental Interest Trust, all
pursuant
to, and as further provided in, Section 8.13. The Securities
Administrator will treat a LIBOR Certificateholder's right to
receive
payments
from the Excess Reserve Fund Account and the Supplemental
Interest
Trust as payments made pursuant to an interest rate cap
contract
written by
the Class X Certificateholders.
The minimum denomination for the LIBOR Certificates will be
$25,000,
with integral multiples of $1 in excess thereof except that one
Certificate in
each Class may be issued in a different amount. The minimum
denomination for (a)
the Class R-1 Certificates will be $100, representing a 100%
Percentage Interest
in the related Class, (b) the Class R-2 Certificates will be $100,
representing
a 100% Percentage Interest in the related Class, (c) the Class R-3
Certificates
will be $100, representing a 100% Percentage Interest in the
related Class, (d)
the Class P Certificates will be a 1% Percentage Interest in such
Class, (e) the
Class C Certificates will be a 1% Percentage Interest in such
Class, and (f) the
Class X Certificates will be a 1% Percentage Interest in such
Class.
Set forth below are
designations of
Classes of
Certificates to
the categories used herein:
Book-Entry Certificates...... All Classes of Certificates other
than the
Physical Certificates.
Class A Certificates......... Class A-1A, Class A-1B, Class A-2A,
Class A-2B,
Class A-2C and Class A-2D Certificates.
Class A-1 Certificates....... Class A-1A and Class A-1B
Certificates.
Class A-2 Certificates....... Class A-2A, Class A-2B, Class A-2C
and Class A-2D
Certificates.
Class R Certificates......... Class R-1, Class R-2 and Class R-3
Certificates.
Class B Certificates......... Class B-1, Class B-2, Class B-3 and
Class B-4
Certificates.
Class M Certificates......... Class M-1, Class M-2, Class M-3,
Class M-4 and
Class M-5 Certificates.
ERISA-Restricted
Certificates............... Class B-4, Class R, Class P, Class C
and Class X
Certificates; and any Certificate with a rating
below the lowest applicable permitted rating under
the Underwriter's Exemption.
LIBOR Certificates........... Class A-1, Class A-2, Class A-3,
Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class B-1,
Class B-2, Class B-3 and Class B-4 Certificates.
Offered Certificates......... All Classes of Certificates other
than the Private
Certificates.
Physical Certificates........ Class P, Class X, Class C and Class
R
Certificates.
Private Certificates......... Class B-2, Class B-3, Class B-4,
Class P, Class C
and Class X Certificates.
Rating Agencies.............. Standard & Poor's and
Moody's.
Regular Certificates......... All Classes of Certificates other
than the Class
P, Class C and Class R Certificates.
Residual Certificates........ Class R Certificates.
Subordinated Certificates.... Class M-1, Class M-2, Class M-3,
Class M-4, Class
M-5, Class B-1, Class B-2, Class B-3 and
Class B-4 Certificates.
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have
the following meanings:
Accepted Servicing Practices: With respect to any Mortgage
Loan,
those mortgage servicing practices set forth in Section 3.01 of
this Agreement.
Account: Any of the Collection Account, the Distribution
Account,
any Escrow Account or the Excess Reserve Fund Account. Each Account
shall be an
Eligible Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of LIBOR Certificates, the
amount of
interest accrued during the related Interest Accrual Period at the
applicable
Pass-Through Rate on the related Class Certificate Balance
immediately prior to
such Distribution Date, as reduced by such Class's share of Net
Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution
Date allocated to such Class pursuant to Section 4.02.
Adjustable Rate Mortgage Loan: An adjustable rate Mortgage Loan
purchased pursuant to the Purchase Agreement.
Adjusted Net Mortgage Interest Rate: As to each Mortgage Loan and
at
any time, the per annum rate equal to the Mortgage Interest Rate
less the
Expense Fee Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first
Due Date on which the related Mortgage Interest Rate adjusts as set
forth in the
related Mortgage Note and each Due Date thereafter on which the
Mortgage
Interest Rate adjusts as set forth in the related Mortgage
Note.
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: A financing or other facility as described in
Section 10.07.
Advance Reimbursement Amounts: As defined in Section 10.07.
Advancing Person: The Person to whom the Servicer's rights
under
this Agreement to be reimbursed for any P&I Advances or
Servicing Advances have
been assigned pursuant to Section 12.07.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with such first Person. For
the purposes
of this definition, "control" means the power to direct the
management and
policies of such Person, directly or indirectly, whether through
the ownership
of voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Amount Held for Future Distribution: As to the Certificates on
any
Distribution Date, the aggregate amount held in the Collection
Account at the
close of business on the related Remittance Date on account of (i)
Principal
Prepayments, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds
on the Mortgage Loans received after the end of the related
Prepayment Period
and (ii) all Scheduled Payments on the Mortgage Loans due after the
end of the
related Due Period.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate Class Certificate
Balance of the
LIBOR Certificates after distributions of principal on such
Distribution Date
exceeds the aggregate Stated Principal Balance of the Mortgage
Loans for such
Distribution Date.
Appraised Value: (i) In the case of a purchase, the least of
the
sale price of the related Mortgaged Property, its appraised value
or its review
appraisal value (as determined pursuant to the Underwriting
Guidelines) at the
time of sale, or (ii) in the case of a refinancing or modification
of a Mortgage
Loan, the appraised value of the related Mortgaged Property at the
time of the
refinancing or modification.
Assignment, Assumption and Recognition Agreement: The
Assignment,
Assumption and Recognition Agreement, dated as of December 28,
2005, by and
among the Responsible Party, the Purchaser and the Depositor.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in recordable form (other than
the assignee's
name and recording information not yet returned from the recording
office),
reflecting the sale of the Mortgage to the Trust.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by the Master Servicer (x)
the sum of (i)
all scheduled installments of interest (net of the related Expense
Fees) and
principal due on the Due Date on such Mortgage Loans in the related
Due Period
and received on or prior to the related Determination Date,
together with any
P&I Advances in respect thereof; (ii) all Condemnation
Proceeds, Insurance
Proceeds and Liquidation Proceeds received during the related
Prepayment Period
(in each case, net of unreimbursed expenses incurred in connection
with a
liquidation or foreclosure and unreimbursed Advances, if any);
(iii) all partial
or full prepayments on the Mortgage Loans received during the
related Prepayment
Period together with all Compensating Interest paid by the Servicer
in
connection therewith (excluding Prepayment Premiums); (iv) all
amounts received
with respect to such Distribution Date as the Substitution
Adjustment Amount or
the Repurchase Price in respect of a Deleted Mortgage Loan
substituted for or a
Mortgage Loan repurchased by the Purchaser, the Responsible Party
or the
Depositor, as applicable, as of such Distribution Date; (v) any Net
Swap
Receipts for such Distribution Date; and (vi) the proceeds received
with respect
to the termination of the Trust Fund pursuant to clause (a) of
Section 11.01,
reduced by (y) all amounts in reimbursement for P&I Advances
and Servicing
Advances previously made with respect to the Mortgage Loans, and
other amounts
as to which the Servicer, the Depositor, the Master Servicer, the
Securities
Administrator, the Custodian or the Trustee (or co-trustee) are
entitled to be
paid or reimbursed pursuant to this Agreement.
Back-up Report Delivery Date: As defined in Section 4.03(f).
Back-up Reports: As defined in Section 4.03(f).
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance
Amount for such
Distribution Date over (ii) the Excess Overcollateralized Amount,
if any, for
such Distribution Date.
Basis Risk Carry Forward Amount: With respect to each Class of
LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on
such
Distribution Date the Pass-Through Rate for any Class of LIBOR
Certificates is
based upon a Loan Group Cap or the WAC Cap, the excess, if any, of
(i) the
Accrued Certificate Interest Distribution Amount such Class of
LIBOR
Certificates would otherwise be entitled to receive on such
Distribution Date
had such Pass Through Rate not been subject to the Loan Group Cap
or the WAC
Cap, over (ii) the Accrued Certificate Interest Distribution Amount
payable on
such Class of Certificates on such Distribution Date taking into
account (a)
with respect to the Class A-1 Certificates at the lesser of the WAC
Cap and the
Loan Group I Cap, (b) with respect to the Class A-2 Certificates at
the lesser
of the WAC Cap and the Loan Group II Cap, and (c) with respect to
each other
Class of LIBOR Certificates, the WAC Cap, and (B) the Basis Risk
Carry Forward
Amount for such Class of LIBOR Certificates for all previous
Distribution Dates
not previously paid, together with interest thereon at a rate equal
to the
applicable Pass Through Rate for such Class of LIBOR Certificates
for such
Distribution Date (without giving effect to the WAC Cap, Loan Group
I Cap or
Loan Group II Cap, as applicable).
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the Basis Risk Carry Forward
Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior
to any
reduction for Basis Risk Payments from the Excess Reserve Fund
Account or any
Defaulted Swap Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
BPO: A broker's price opinion.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan institutions, in (a) the
States of New
York, Delaware, Florida, Maryland, Minnesota and California, (b)
the State in
which the Servicer's servicing operations are located, or (c) any
State in which
the Corporate Trust Office's operations are located, are authorized
or obligated
by law or executive order to be closed.
Certificate: Any one of the Certificates executed by the
Securities
Administrator in substantially the forms attached hereto as
exhibits.
Certificate Balance: With respect to any Class of LIBOR
Certificates
or Residual Certificates, at any date, the maximum dollar amount of
principal to
which the Holder thereof is then entitled hereunder, such amount
being equal to
the Denomination thereof minus all distributions of principal
previously made
with respect thereto and reduced by the amount of any Applied
Realized Loss
Amounts previously allocated to such Class of Certificates pursuant
to Section
4.05; provided, however, that immediately following the
Distribution Date on
which a Subsequent Recovery is distributed, the Class Certificate
Balances of
any Class or Classes of Certificates that have been previously
reduced by
Applied Realized Loss Amounts will be increased, in order of
seniority, by the
amount of the Subsequent Recovery distributed on such Distribution
Date (up to
the amount of Applied Realized Loss Amounts allocated to such Class
or Classes).
The Class X, Class C and Class P Certificates have no Certificate
Balance.
Certificate
Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry
Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register, except that, solely for
the purpose
of giving any consent pursuant to this Agreement, any Certificate
registered in
the name of the Depositor or any Affiliate of the Depositor shall
be deemed not
to be Outstanding and the Percentage Interest evidenced thereby
shall not be
taken into account in determining whether the requisite amount of
Percentage
Interests necessary to effect such consent has been obtained;
provided, however,
that if any such Person (including the Depositor) owns 100% of the
Percentage
Interests evidenced by a Class of Certificates, such Certificates
shall be
deemed to be Outstanding for purposes of any provision hereof that
requires the
consent of the Holders of Certificates of a particular Class as a
condition to
the taking of any action hereunder. The Securities Administrator is
entitled to
rely conclusively on a certification of the Depositor or any
Affiliate of the
Depositor in determining which Certificates are registered in the
name of an
Affiliate of the Depositor.
Certification: As defined in Section 8.12(b).
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificate Group: The Class A-1 Certificate Group or
the
Class A-2 Certificate Group, as applicable.
Class A Certificates: As specified in the Preliminary
Statement.
Class A Principal Allocation Percentage: For any Distribution
Date,
the percentage equivalent of a fraction, determined as follows: (A)
with respect
to the Class A-1 Certificate Group, a fraction, the numerator of
which is the
portion of the Principal Remittance Amount for such Distribution
Date that is
attributable to the principal received or advanced on the Group I
Mortgage Loans
and the denominator of which is the Principal Remittance Amount for
such
Distribution Date; and (B) with respect to the Class A-2
Certificate Group, a
fraction, the numerator of which is the portion of the Principal
Remittance
Amount for such Distribution Date that is attributable to the
principal received
or advanced on the Group II Mortgage Loans and the denominator of
which is the
Principal Remittance Amount for such Distribution Date.
Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class
Certificate Balances of
the Class A Certificates immediately prior to such Distribution
Date over (ii)
the lesser of (A) 54.30% of the aggregate Stated Principal Balance
of the
Mortgage Loans for such Distribution Date and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over the Overcollateralization Floor.
Class A-1 Certificate Group: The Class A-1 Certificates.
Class A-1 Certificates: As specified in the Preliminary
Statement.
Class A-1A Certificates: All Certificates bearing the class
designation of "Class A-1A."
Class A-1B Certificates: All Certificates bearing the class
designation of "Class A-1B."
Class A-2 Certificate Group: The Class A-2 Certificates.
Class A-2 Certificates: As specified in the Preliminary
Statement.
Class A-2A Certificates: All Certificates bearing the class
designation of "Class A-2A."
Class A-2B Certificates: All Certificates bearing the class
designation of "Class A-2B."
Class A-2C Certificates: All Certificates bearing the class
designation of "Class A-2C."
Class A-2D Certificates: All Certificates bearing the class
designation of "Class A-2D."
Class B Certificates: As specified in the Preliminary
Statement.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1."
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (E) the Class Certificate Balance of the Class M-4
Certificates (after
taking into account the distribution of the Class M-4 Principal
Distribution
Amount on such Distribution Date), (F) the Class Certificate
Balance of the
Class M-5 Certificates (after taking into account the distribution
of the Class
M-5 Principal Distribution Amount on such Distribution Date) and
(G) the Class
Certificate Balance of the Class B-1 Certificates immediately prior
to such
Distribution Date, over (ii) the lesser of (A) the product of (x)
87.90% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for
such
Distribution Date, and (B) the excess, if any, of the aggregate
Stated Principal
Balance of the Mortgage Loans for such Distribution Date over
the
Overcollateralization Floor.
Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2."
Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (E) the Class Certificate Balance of the Class M-4
Certificates (after
taking into account the distribution of the Class M-4 Principal
Distribution
Amount on such Distribution Date), (F) the Class Certificate
Balance of the
Class M-5 Certificates (after taking into account the distribution
of the Class
M-5 Principal Distribution Amount on such Distribution Date), (G)
the Class
Certificate Balance of the Class B-1 Certificates (after taking
into account the
distribution of the Class B-1 Principal Distribution Amount on such
Distribution
Date) and (H) the Class Certificate Balance of the Class B-2
Certificates
immediately prior to such Distribution Date, over (ii) the lesser
of (A) the
product of (x) 89.90% and (y) the aggregate Stated Principal
Balance of the
Mortgage Loans for such Distribution Date, and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over the Overcollateralization Floor.
Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3."
Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (E) the Class Certificate Balance of the Class M-4
Certificates (after
taking into account the distribution of the Class M-4 Principal
Distribution
Amount on such Distribution Date), (F) the Class Certificate
Balance of the
Class M-5 Certificates (after taking into account the distribution
of the Class
M-5 Principal Distribution Amount on such Distribution Date), (G)
the Class
Certificate Balance of the Class B-1 Certificates (after taking
into account the
distribution of the Class B-1 Principal Distribution Amount on such
Distribution
Date), (H) the Class Certificate Balance of the Class B-2
Certificates (after
taking into account the distribution of the Class B-2 Principal
Distribution
Amount on such Distribution Date) and (I) the Class Certificate
Balance of the
Class B-3 Certificates immediately prior to such Distribution Date,
over (ii)
the lesser of (A) the product of (x) 91.90% and (y) the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date,
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over the Overcollateralization
Floor.
Class B-4 Certificates: All Certificates bearing the class
designation of "Class B-4."
Class B-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (E) the Class Certificate Balance of the Class M-4
Certificates (after
taking into account the distribution of the Class M-4 Principal
Distribution
Amount on such Distribution Date), (F) the Class Certificate
Balance of the
Class M-5 Certificates (after taking into account the distribution
of the Class
M-5 Principal Distribution Amount on such Distribution Date), (G)
the Class
Certificate Balance of the Class B-1 Certificates (after taking
into account the
distribution of the Class B-1 Principal Distribution Amount on such
Distribution
Date), (H) the Class Certificate Balance of the Class B-2
Certificates (after
taking into account the distribution of the Class B-2 Principal
Distribution
Amount on such Distribution Date), (I) the Class Certificate
Balance of the
Class B-3 Certificates (after taking into account the distribution
of the Class
B-3 Principal Distribution Amount on such Distribution Date) and
(J) the Class
Certificate Balance of the Class B-4 Certificates immediately prior
to such
Distribution Date, over (ii) the lesser of (A) the product of (x)
93.90% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for
such
Distribution Date, and (B) the excess, if any, of the aggregate
Stated Principal
Balance of the Mortgage Loans for such Distribution Date over
the
Overcollateralization Floor.
Class C Certificates: All Certificates bearing the class
designation
of "Class C."
Class Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the Certificate Balances of
all
Certificates of such Class as of such date.
Class IO Interest: As specified in the Preliminary Statement.
Class IO Shortfalls: As defined in Section 8.13. For the
avoidance
of doubt, the Class IO Shortfall for any Distribution Date shall
equal the
amount payable to the Class X Certificates in respect of amounts
due to the Swap
Provider on such Distribution Date (other than Defaulted Swap
Termination
Payments) in excess of the amount payable on the Class X Interest
on such
Distribution Date, all as further provided in Section 8.13.
Class LT-R Interest: The residual interest in the Lower-Tier
REMIC
as described in the Preliminary Statement and the related footnote
thereto.
Class M Certificates: As specified in the Preliminary
Statement.
Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1."
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), and (B) the Class Certificate Balance of the Class M-1
Certificates
immediately prior to such Distribution Date, over (ii) the lesser
of (A) the
product of (x) 69.30% and (y) the aggregate Stated Principal
Balance of the
Mortgage Loans for such Distribution Date, and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over the Overcollateralization Floor.
Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2."
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date) and (C) the Class Certificate
Balance of the
Class M-2 Certificates immediately prior to such Distribution Date,
over (ii)
the lesser of (A) the product of (x) 73.20% and (y) the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date,
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over the Overcollateralization
Floor.
Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3."
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date) and
(D) the Class
Certificate Balance of the Class M-3 Certificates immediately prior
to such
Distribution Date, over (ii) the lesser of (A) the product of (x)
79.80% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for
such
Distribution Date, and (B) the excess, if any, of the aggregate
Stated Principal
Balance of the Mortgage Loans for such Distribution Date over
the
Overcollateralization Floor.
Class M-4 Certificates: All Certificates bearing the class
designation of "Class M-4."
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution
Date) and (E) the Class Certificate Balance of the Class M-4
Certificates
immediately prior to such Distribution Date, over (ii) the lesser
of (A) the
product of (x) 82.90% and (y) the aggregate Stated Principal
Balance of the
Mortgage Loans for such Distribution Date, and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over the Overcollateralization Floor.
Class M-5 Certificates: All Certificates bearing the class
designation of "Class M-5."
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking
