EXHIBIT 4
MORGAN STANLEY CAPITAL I INC.,
Depositor,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Servicer, Securities Administrator and Custodian,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
Servicer,
HOMEQ SERVICING CORPORATION,
Servicer,
WMC MORTGAGE CORP.,
Responsible Party,
DECISION ONE MORTGAGE COMPANY, LLC,
Responsible Party,
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
and
LASALLE BANK NATIONAL ASSOCIATION,
Custodian
--------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2006
--------------------------------------
MORGAN STANLEY CAPITAL I INC. TRUST 2006-HE2
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-HE2
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01
Conveyance of Mortgage Loans.................................
Section 2.02
Acceptance by the Trustee of the Mortgage Loans..............
Section 2.03
Representations and Warranties; Remedies for Breaches of
Representations and Warranties with Respect to the Mortgage
Loans........................................................
Section 2.04 Execution
and Delivery of Certificates.......................
Section 2.05 REMIC
Matters................................................
Section 2.06
Representations and Warranties of the Depositor..............
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers
to Service Mortgage Loans..........................
Section 3.02
Subservicing Agreements between a Servicer and Subservicers..
Section 3.03 Successor
Subservicers.......................................
Section 3.04 Liability
of the Servicers...................................
Section 3.05 No
Contractual Relationship between Subservicers and the
Trustee......................................................
Section 3.06
Assumption or Termination of Subservicing Agreements by
Trustee......................................................
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 Accounts..........................................
Section 3.11
Withdrawals from the Collection Accounts.....................
Section 3.12
Investment of Funds in the Collection Accounts and the
Distribution Account.........................................
Section 3.13
Maintenance of Hazard Insurance and 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 Servicers
to Be Held for the Trustee...................................
Section 3.21 Servicing
Compensation.......................................
Section 3.22 Annual
Statement as to Compliance............................
Section 3.23 Annual
Reports on Assessment of Compliance with Servicing
Criteria; Annual Independent Public Accountants'
Attestation Report...........................................
Section 3.24 Trustee
to Act as Servicer...................................
Section 3.25
Compensating Interest........................................
Section 3.26 Credit
Reporting; Gramm-Leach-Bliley Act.....................
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICERS
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 Swap
Account.................................................
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 SERVICERS
Section 6.01
Respective Liabilities of the Depositor and the Servicers....
Section 6.02 Merger or
Consolidation of the Depositor or a Servicer.......
Section 6.03
Limitation on Liability of the Depositor, the Servicers and
Others.......................................................
Section 6.04
Limitation on Resignation of a Servicer......................
Section 6.05
Additional Indemnification by the Servicers; Third-Party
Claims.......................................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default............................................
Section 7.02 Trustee
to Act; Appointment of Successor.....................
Section 7.03
Notification to Certificateholders...........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
the Trustee........................................
Section 8.02 Certain
Matters Affecting the Trustee and the Custodians.....
Section 8.03 Trustee
Not Liable for Certificates or Mortgage Loans........
Section 8.04 Trustee
May Own Certificates.................................
Section 8.05 Trustee's
Fees 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 CarryForward Amounts, Basis
Risk CarryForward Amounts and Class IO Shortfalls; Tax
Classification of the Excess Reserve Fund Account, Swap
Account and the Interest Rate Swap Agreement.................
Section 8.14 Custodial
Responsibilities...................................
ARTICLE IX
CONCERNING THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of
Securities Administrator...........................
Section 9.02 Certain
Matters Affecting the Securities Administrator.......
Section 9.03
Securities Administrator Not Liable for Certificates or
Mortgage Loans...............................................
Section 9.04
Securities Administrator May Own Certificates................
Section 9.05
Securities Administrator's Fees and Expenses.................
Section 9.06
Eligibility Requirements for Securities Administrator........
Section 9.07
Resignation and Removal of Securities Administrator..........
Section 9.08 Successor
Securities Administrator...........................
Section 9.09 Merger or
Consolidation of Securities Administrator..........
Section 9.10
Assignment or Delegation of Duties by the Securities
Administrator................................................
ARTICLE X
TERMINATION
Section 10.01 Termination upon Liquidation or Purchase of the
Mortgage
Loans........................................................
Section 10.02 Final Distribution on the
Certificates.......................
Section 10.03 Additional Termination
Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment....................................................
Section 11.02 Recordation of Agreement;
Counterparts.......................
Section 11.03 Governing
Law................................................
Section 11.04 Intention of
Parties.........................................
Section 11.05
Notices......................................................
Section 11.06 Severability of
Provisions...................................
Section 11.07 Assignment; Sales; Advance
Facilities........................
Section 11.08 Limitation on Rights of
Certificateholders...................
Section 11.09 Inspection and Audit
Rights..................................
Section 11.10 Certificates Nonassessable and Fully
Paid....................
Section 11.11 Rule of
Construction.........................................
Section 11.12 Waiver of Jury
Trial.........................................
Section 11.13 Opinions of Internal Counsel of
WMC..........................
Section 11.14 Rights of the Swap
Provider..................................
Section 11.15 Regulation AB Compliance; Intent of the Parties;
Reasonableness...............................................
SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule II
Representations and Warranties of Wells Fargo, as Servicer
Schedule III
Representations and Warranties of JPMorgan, as Servicer
Schedule IV
Representations and Warranties of HomEq, as Servicer
Schedule V
Representations and Warranties of Morgan Stanley Capital I
Inc. as to the Mortgage Loans
Schedule VI
Representations and Warranties of WMC as to the WMC Mortgage
Loans
Schedule VII
Representations and Warranties of WMC as to WMC
Schedule VIII
Representations and Warranties of Decision One, as to the
Decision One Mortgage Loans
Schedule IX
Representations and Warranties of Wells Fargo, as Custodian
Schedule X
Representations and Warranties of LaSalle, as Custodian
EXHIBITS
--------
Exhibit A
Form of Class A, Class M and Class B Certificate
Exhibit B
Form of Class P Certificate
Exhibit C
Form of Class R Certificate
Exhibit D
Form of Class X Certificate
Exhibit E
Form of Initial Certification of Custodians
Exhibit F
Form of Document Certification and Exception Report of
Custodians
Exhibit G
Form of Residual Transfer Affidavit
Exhibit H
Form of Transferor Certificate
Exhibit I
Form of Rule 144A Letter
Exhibit J
Form of Request for Release
Exhibit K
Form of Contents for Each Mortgage File
Exhibit L
Form of Certification to be provided with Form 10-K
Exhibit M
Form of Certification to be provided by the Securities
Administrator and the Trustee to Depositor
Exhibit N
Form of Certification to be provided by the Applicable
Servicer to Depositor
Exhibit O
WMC Purchase Agreement
Exhibit P
Decision One Purchase Agreement
Exhibit Q
Form of Servicer Power of Attorney
Exhibit R
Servicing Criteria
Exhibit S
Additional Form 10-D Disclosure
Exhibit T
Additional Form 10-K Disclosure
Exhibit U
Form 8-K Disclosure Information
Exhibit V
Interest Rate Swap Agreement
Exhibit W
JPMorgan Subservicing Agreement
Exhibit X
Form of Servicer Reports
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of April 1,
2006, among MORGAN STANLEY CAPITAL I INC., a Delaware corporation,
as depositor
(the "Depositor"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking
association ("Wells Fargo"), as securities administrator (in such
capacity, the
"Securities Administrator") and as a servicer and a custodian,
JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION, a national banking association, as a
servicer
("JPMorgan"), HOMEQ SERVICING CORPORATION, a New Jersey
corporation, as a
servicer ("HomEq" and, together with Wells Fargo in its capacity as
servicer and
JPMorgan, the "Servicers"), WMC MORTGAGE CORP., a California
corporation, as a
responsible party ("WMC"), DECISION ONE MORTGAGE COMPANY, LLC, as a
responsible
party ("Decision One"), DEUTSCHE BANK NATIONAL TRUST COMPANY, a
national banking
association, as trustee (the "Trustee") and LASALLE BANK NATIONAL
ASSOCIATION,
as a custodian ("LaSalle" and, together with Wells Fargo in its
capacity as
custodian, the "Custodians").
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, on behalf of the Trustee, shall
elect that four segregated asset pools within the Trust Fund
(exclusive of (i)
the Prepayment Premiums, (ii) the Swap Assets, (iii) the Excess
Reserve Fund
Account, and (iv) the right of the Offered Certificates to receive
Upper-Tier
CarryForward Amounts including, but without duplication, Basis Risk
CarryForward
Amounts and the obligation to pay Class IO Shortfalls) be treated
for federal
income tax purposes as comprising four REMICs (each, a "Trust
REMIC" or, in the
alternative, Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the
Lower-Tier REMIC
and the Upper-Tier REMIC, respectively). The Class X Interest,
Class IO Interest
and each Class of Offered Certificates (other than the right of
each Class of
Offered Certificates to receive Upper-Tier CarryForward Amounts
including, but
without duplication, Basis Risk CarryForward 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 Certificates
represent ownership
of the sole class of residual interest in each Trust REMIC for
purposes of the
REMIC Provisions. The Startup Day for each Trust REMIC described
herein is the
Closing Date. The latest possible maturity date for each regular
interest is the
latest date referenced in Section 2.05. 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 Swap
Assets,
(iii) the Excess Reserve Fund Account, and (iv) the right of the
Offered
Certificates to receive Upper-Tier CarryForward Amounts including,
but without
duplication, Basis Risk CarryForward Amounts and the obligation to
pay Class IO
Shortfalls).
For federal income tax purposes, each Class of Offered
Certificates represents a beneficial ownership of a regular
interest in the
Upper-Tier REMIC, the right to receive Upper-Tier CarryForward
Amounts
(including, but without duplication, Basis Risk CarryForward
Amounts), and the
obligation to pay Class IO Shortfalls; the Class X Certificates
represent
beneficial ownership of the Class X Interest, the Class IO
Interest, the
Interest Rate Swap Agreement, the Swap Account, the Excess Reserve
Fund Account
and the right to receive Class IO Shortfalls, subject to the
obligation to pay
Upper-Tier CarryForward Amounts (including, but without
duplication, Basis Risk
CarryForward Amounts); and the Class P Certificates represent
beneficial
ownership of the Prepayment Premiums, which portions of the Trust
Fund shall be
treated as a grantor trust.
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such interest, other than the Class
PT1-R
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
PT1-R Interest, which is hereby designated as the sole class of
residual
interest in Pooling-Tier REMIC-1. The Class PT1-R Interest shall be
represented
by the Class R Certificates, shall not have a principal balance and
shall have
no interest rate.
<TABLE>
<CAPTION>
Pooling-Tier REMIC-1
Initial Pooling-Tier REMIC-1
Pooling-Tier REMIC-1
Interest
Interest Rate
Principal Amount
-------------------------------
--------------------
----------------------------
<S>
<C>
<C>
Class PT1-I-1
(1)
$
21,923,060.51
Class PT1-I-2A
(2)
$
18,231,751.88
Class PT1-I-2B
(3)
$
18,231,751.88
Class PT1-I-3A
(2)
$
9,887,132.83
Class PT1-I-3B
(3)
$
9,887,132.83
Class PT1-I-4A
(2)
$
9,509,304.53
Class PT1-I-4B
(3)
$
9,509,304.53
Class PT1-I-5A
(2)
$
9,151,924.20
Class PT1-I-5B
(3)
$
9,151,924.20
Class PT1-I-6A
(2)
$
8,825,694.08
Class PT1-I-6B
(3)
$
8,825,694.08
Class PT1-I-7A
(2)
$
8,514,431.73
Class PT1-I-7B
(3)
$
8,514,431.73
Class PT1-I-8A
(2)
$
8,217,071.19
Class PT1-I-8B
(3)
$
8,217,071.19
Class PT1-I-9A
(2)
$
7,932,590.08
Class PT1-I-9B
(3)
$
7,932,590.08
Class PT1-I-10A
(2)
$
7,659,994.40
Class PT1-I-10B
(3)
$
7,659,994.40
Class PT1-I-11A
(2)
$
7,398,361.27
Class PT1-I-11B
(3)
$
7,398,361.27
Class PT1-I-12A
(2)
$
7,146,337.06
Class PT1-I-12B
(3)
$
7,146,337.06
Class PT1-I-13A
(2)
$
6,898,858.70
Class PT1-I-13B
(3)
$
6,898,858.70
Class PT1-I-14A
(2)
$
6,633,819.24
Class PT1-I-14B
(3)
$
6,633,819.24
Class PT1-I-15A
(2)
$
6,345,967.13
Class PT1-I-15B
(3)
$
6,345,967.13
Class PT1-I-16A
(2)
$
6,070,663.81
Class PT1-I-16B
(3)
$
6,070,663.81
Class PT1-I-17A
(2)
$
5,807,359.92
Class PT1-I-17B
(3)
$
5,807,359.92
Class PT1-I-18A
(2)
$
5,555,530.44
Class PT1-I-18B
(3)
$
5,555,530.44
Class PT1-I-19A
(2)
$
6,235,599.52
Class PT1-I-19B
(3)
$
6,235,599.52
Class PT1-I-20A
(2)
$
10,040,675.50
Class PT1-I-20B
(3)
$
10,040,675.50
Class PT1-I-21A
(2)
$
42,420,379.95
Class PT1-I-21B
(3)
$
42,420,379.95
Class PT1-I-22A
(2)
$
43,204,615.47
Class PT1-I-22B
(3)
$
43,204,615.47
Class PT1-I-23A
(2)
$
768,011.88
Class PT1-I-23B
(3)
$
768,011.88
Class PT1-I-24A
(2)
$
740,433.97
Class PT1-I-24B
(3)
$
740,433.97
Class PT1-I-25A
(2)
$
713,848.40
Class PT1-I-25B
(3)
$
713,848.40
Class PT1-I-26A
(2)
$
688,221.81
Class PT1-I-26B
(3)
$
688,221.81
Class PT1-I-27A
(2)
$
663,524.86
Class PT1-I-27B
(3)
$
663,524.86
Class PT1-I-28A
(2)
$
639,787.25
Class PT1-I-28B
(3)
$
639,787.25
Class PT1-I-29A
(2)
$
616,874.73
Class PT1-I-29B
(3)
$
616,874.73
Class PT1-I-30A
(2)
$
594,726.08
Class PT1-I-30B
(3)
$
594,726.08
Class PT1-I-31A
(2)
$
656,575.22
Class PT1-I-31B
(3)
$
656,575.22
Class PT1-I-32A
(2)
$
633,022.04
Class PT1-I-32B
(3)
$
633,022.04
Class PT1-I-33A
(2)
$
2,245,127.40
Class PT1-I-33B
(3)
$
2,245,127.40
Class PT1-I-34A
(2)
$
701,127.82
Class PT1-I-34B
(3)
$
701,127.82
Class PT1-I-35A
(2)
$
402,567.07
Class PT1-I-35B
(3)
$
402,567.07
Class PT1-I-36A
(2)
$
388,953.75
Class PT1-I-36B
(3)
$
388,953.75
Class PT1-I-37A
(2)
$
375,792.64
Class PT1-I-37B
(3)
$
375,792.64
Class PT1-I-38A
(2)
$
363,069.29
Class PT1-I-38B
(3)
$
363,069.29
Class PT1-I-39A
(2)
$
350,769.18
Class PT1-I-39B
(3)
$
350,769.18
Class PT1-I-40A
(2)
$
338,882.33
Class PT1-I-40B
(3)
$
338,882.33
Class PT1-I-41A
(2)
$
327,387.60
Class PT1-I-41B
(3)
$
327,387.60
Class PT1-I-42A
(2)
$
316,276.08
Class PT1-I-42B
(3)
$
316,276.08
Class PT1-I-43A
(2)
$
305,535.34
Class PT1-I-43B
(3)
$
305,535.34
Class PT1-I-44A
(2)
$
295,153.38
Class PT1-I-44B
(3)
$
295,153.38
Class PT1-I-45A
(2)
$
285,118.35
Class PT1-I-45B
(3)
$
285,118.35
Class PT1-I-46A
(2)
$
275,419.77
Class PT1-I-46B
(3)
$
275,419.77
Class PT1-I-47A
(2)
$
266,044.90
Class PT1-I-47B
(3)
$
266,044.90
Class PT1-I-48A
(2)
$
256,984.00
Class PT1-I-48B
(3)
$
256,984.00
Class PT1-I-49A
(2)
$
248,226.78
Class PT1-I-49B
(3)
$
248,226.78
Class PT1-I-50A
(2)
$
239,763.26
Class PT1-I-50B
(3)
$
239,763.26
Class PT1-I-51A
(2)
$
231,583.78
Class PT1-I-51B
(3)
$
231,583.78
Class PT1-I-52A
(2)
$
223,679.01
Class PT1-I-52B
(3)
$
223,679.01
Class PT1-I-53A
(2)
$
216,039.90
Class PT1-I-53B
(3)
$
216,039.90
Class PT1-I-54A
(2)
$
208,657.65
Class PT1-I-54B
(3)
$
208,657.65
Class PT1-I-55A
(2)
$
5,811,478.80
Class PT1-I-55B
(3)
$
5,811,478.80
Class PT1-II-1
(4)
$
68,750,924.69
Class PT1-II-2A
(5)
$
57,174,945.97
Class PT1-II-2B
(6)
$
57,174,945.97
Class PT1-II-3A
(5)
$
31,006,141.87
Class PT1-II-3B
(6)
$
31,006,141.87
Class PT1-II-4A
(5)
$
29,821,268.77
Class PT1-II-4B
(6)
$
29,821,268.77
Class PT1-II-5A
(5)
$
28,700,520.65
Class PT1-II-5B
(6)
$
28,700,520.65
Class PT1-II-6A
(5)
$
27,677,459.92
Class PT1-II-6B
(6)
$
27,677,459.92
Class PT1-II-7A
(5)
$
26,701,338.27
Class PT1-II-7B
(6)
$
26,701,338.27
Class PT1-II-8A
(5)
$
25,768,812.81
Class PT1-II-8B
(6)
$
25,768,812.81
Class PT1-II-9A
(5)
$
24,876,677.37
Class PT1-II-9B
(6)
$
24,876,677.37
Class PT1-II-10A
(5)
$
24,021,814.75
Class PT1-II-10B
(6)
$
24,021,814.75
Class PT1-II-11A
(5)
$
23,201,330.78
Class PT1-II-11B
(6)
$
23,201,330.78
Class PT1-II-12A
(5)
$
22,410,980.49
Class PT1-II-12B
(6)
$
22,410,980.49
Class PT1-II-13A
(5)
$
21,634,886.00
Class PT1-II-13B
(6)
$
21,634,886.00
Class PT1-II-14A
(5)
$
20,803,719.76
Class PT1-II-14B
(6)
$
20,803,719.76
Class PT1-II-15A
(5)
$
19,901,012.82
Class PT1-II-15B
(6)
$
19,901,012.82
Class PT1-II-16A
(5)
$
19,037,658.99
Class PT1-II-16B
(6)
$
19,037,658.99
Class PT1-II-17A
(5)
$
18,211,935.53
Class PT1-II-17B
(6)
$
18,211,935.53
Class PT1-II-18A
(5)
$
17,422,195.91
Class PT1-II-18B
(6)
$
17,422,195.91
Class PT1-II-19A
(5)
$
19,554,898.93
Class PT1-II-19B
(6)
$
19,554,898.93
Class PT1-II-20A
(5)
$
31,487,653.15
Class PT1-II-20B
(6)
$
31,487,653.15
Class PT1-II-21A
(5)
$
133,030,711.90
Class PT1-II-21B
(6)
$
133,030,711.90
Class PT1-II-22A
(5)
$
135,490,081.88
Class PT1-II-22B
(6)
$
135,490,081.88
Class PT1-II-23A
(5)
$
2,408,492.52
Class PT1-II-23B
(6)
$
2,408,492.52
Class PT1-II-24A
(5)
$
2,322,007.93
Class PT1-II-24B
(6)
$
2,322,007.93
Class PT1-II-25A
(5)
$
2,238,635.30
Class PT1-II-25B
(6)
$
2,238,635.30
Class PT1-II-26A
(5)
$
2,158,270.09
Class PT1-II-26B
(6)
$
2,158,270.09
Class PT1-II-27A
(5)
$
2,080,820.24
Class PT1-II-27B
(6)
$
2,080,820.24
Class PT1-II-28A
(5)
$
2,006,378.85
Class PT1-II-28B
(6)
$
2,006,378.85
Class PT1-II-29A
(5)
$
1,934,524.97
Class PT1-II-29B
(6)
$
1,934,524.97
Class PT1-II-30A
(5)
$
1,865,066.62
Class PT1-II-30B
(6)
$
1,865,066.62
Class PT1-II-31A
(5)
$
2,059,026.08
Class PT1-II-31B
(6)
$
2,059,026.08
Class PT1-II-32A
(5)
$
1,985,163.11
Class PT1-II-32B
(6)
$
1,985,163.11
Class PT1-II-33A
(5)
$
7,040,740.70
Class PT1-II-33B
(6)
$
7,040,740.70
Class PT1-II-34A
(5)
$
2,198,743.48
Class PT1-II-34B
(6)
$
2,198,743.48
Class PT1-II-35A
(5)
$
1,262,454.13
Class PT1-II-35B
(6)
$
1,262,454.13
Class PT1-II-36A
(5)
$
1,219,762.65
Class PT1-II-36B
(6)
$
1,219,762.65
Class PT1-II-37A
(5)
$
1,178,489.26
Class PT1-II-37B
(6)
$
1,178,489.26
Class PT1-II-38A
(5)
$
1,138,588.71
Class PT1-II-38B
(6)
$
1,138,588.71
Class PT1-II-39A
(5)
$
1,100,015.47
Class PT1-II-39B
(6)
$
1,100,015.47
Class PT1-II-40A
(5)
$
1,062,738.17
Class PT1-II-40B
(6)
$
1,062,738.17
Class PT1-II-41A
(5)
$
1,026,690.60
Class PT1-II-41B
(6)
$
1,026,690.60
Class PT1-II-42A
(5)
$
991,844.77
Class PT1-II-42B
(6)
$
991,844.77
Class PT1-II-43A
(5)
$
958,161.71
Class PT1-II-43B
(6)
$
958,161.71
Class PT1-II-44A
(5)
$
925,603.77
Class PT1-II-44B
(6)
$
925,603.77
Class PT1-II-45A
(5)
$
894,133.85
Class PT1-II-45B
(6)
$
894,133.85
Class PT1-II-46A
(5)
$
863,718.98
Class PT1-II-46B
(6)
$
863,718.98
Class PT1-II-47A
(5)
$
834,319.30
Class PT1-II-47B
(6)
$
834,319.30
Class PT1-II-48A
(5)
$
805,904.25
Class PT1-II-48B
(6)
$
805,904.25
Class PT1-II-49A
(5)
$
778,441.52
Class PT1-II-49B
(6)
$
778,441.52
Class PT1-II-50A
(5)
$
751,899.84
Class PT1-II-50B
(6)
$
751,899.84
Class PT1-II-51A
(5)
$
726,248.92
Class PT1-II-51B
(6)
$
726,248.92
Class PT1-II-52A
(5)
$
701,459.49
Class PT1-II-52B
(6)
$
701,459.49
Class PT1-II-53A
(5)
$
677,503.15
Class PT1-II-53B
(6)
$
677,503.15
Class PT1-II-54A
(5)
$
654,352.35
Class PT1-II-54B
(6)
$
654,352.35
Class PT1-II-55A
(5)
$
18,224,852.35
Class PT1-II-55B
(6)
$
18,224,852.35
Class PT1-R
(7)
(7)
</TABLE>
----------------------
(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 10.30%.
(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) 10.30%.
(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 10.30%.
(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) 10.30%.
(7) The Class PT1-R
Interest shall not have a principal balance and 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 Fees and Custodian Fees, 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 outstanding Pooling-Tier REMIC-1 Regular
Interest
relating to the Group I Mortgage Loans with the lowest numerical
denomination
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, Subsequent Recoveries and payments of principal shall be
allocated pro
rata between such Pooling-Tier REMIC-1 Regular Interests, until the
Pooling-Tier
REMIC-1 Principal Amount of such interests 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 the Group II Mortgage Loans with the lowest numerical
denomination
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, Subsequent Recoveries and payments of principal shall be
allocated pro
rata between such Pooling-Tier REMIC-1 Regular Interests, until the
Pooling-Tier
REMIC-1 Principal Amount of such interests 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
the Group I Mortgage Loans and Pooling Tier REMIC-2 Interests with
a "II" in
their designation shall relate to the Group II Mortgage Loans. 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
Certificates.
<TABLE>
<CAPTION>
Corresponding
Pooling-Tier
Pooling-Tier
Corresponding
Pooling-Tier
Corresponding
Pooling-Tier REMIC-2
REMIC-2
REMIC-2 Initial Pooling-Tier
REMIC-2 REMIC-1 Regular
Scheduled Crossover
Interest
Interest Rate Principal
Amount
IO Interest
Interest
Distribution Date
---------------------
-------------
---------------- ---------------------
---------------
-----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1)
$ 21,923,060.51
N/A
N/A
N/A
Class PT2-I-2A
(2)
$ 18,231,751.88
Class
PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3)
$ 18,231,751.88
N/A
N/A
N/A
Class PT2-I-3A
(2)
$ 9,887,132.83
Class
PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3)
$ 9,887,132.83
N/A
N/A
N/A
Class PT2-I-4A
(2)
$ 9,509,304.53
Class
PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3)
$ 9,509,304.53
N/A
N/A
N/A
Class PT2-I-5A
(2)
$ 9,151,924.20
Class
PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3)
$ 9,151,924.20
N/A
N/A
N/A
Class PT2-I-6A
(2)
$ 8,825,694.08
Class
PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3)
$
8,825,694.08
N/A
N/A
N/A
Class PT2-I-7A
(2)
$ 8,514,431.73
Class
PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3)
$ 8,514,431.73
N/A
N/A
N/A
Class PT2-I-8A
(2)
$ 8,217,071.19
Class
PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3)
$ 8,217,071.19
N/A
N/A
N/A
Class PT2-I-9A
(2)
$ 7,932,590.08
Class
PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3)
$ 7,932,590.08
N/A
N/A
N/A
Class PT2-I-10A
(2)
$ 7,659,994.40
Class
PT2-I-IO-10
N/A
N/A
Class PT2-I-10B
(3)
$ 7,659,994.40
N/A
N/A
N/A
Class PT2-I-11A
(2)
$ 7,398,361.27
Class
PT2-I-IO-11
N/A
N/A
Class PT2-I-11B
(3)
$ 7,398,361.27
N/A
N/A
N/A
Class PT2-I-12A
(2)
$ 7,146,337.06
Class
PT2-I-IO-12
N/A
N/A
Class PT2-I-12B
(3)
$ 7,146,337.06
N/A
N/A
N/A
Class PT2-I-13A
(2)
$ 6,898,858.70
Class
PT2-I-IO-13
N/A
N/A
Class PT2-I-13B
(3)
$ 6,898,858.70
N/A
N/A
N/A
Class PT2-I-14A
(2)
$ 6,633,819.24
Class
PT2-I-IO-14
N/A
N/A
Class PT2-I-14B
(3)
$ 6,633,819.24
N/A
N/A
N/A
Class PT2-I-15A
(2)
$ 6,345,967.13
Class
PT2-I-IO-15
N/A
N/A
Class PT2-I-15B
(3)
$ 6,345,967.13
N/A
N/A
N/A
Class PT2-I-16A
(2)
$ 6,070,663.81
Class
PT2-I-IO-16
N/A
N/A
Class PT2-I-16B
(3)
$ 6,070,663.81
N/A
N/A
N/A
Class PT2-I-17A
(2)
$ 5,807,359.92
Class
PT2-I-IO-17
N/A
N/A
Class PT2-I-17B
(3)
$ 5,807,359.92
N/A
N/A
N/A
Class PT2-I-18A
(2)
$ 5,555,530.44
Class
PT2-I-IO-18
N/A
N/A
Class PT2-I-18B
(3)
$ 5,555,530.44
N/A
N/A
N/A
Class PT2-I-19A
(2)
$ 6,235,599.52
Class
PT2-I-IO-19
N/A
N/A
Class PT2-I-19B
(3)
$ 6,235,599.52
N/A
N/A
N/A
Class PT2-I-20A
(2)
$ 10,040,675.50
Class
PT2-I-IO-20
N/A
N/A
Class PT2-I-20B
(3)
$ 10,040,675.50
N/A
N/A
N/A
Class PT2-I-21A
(2)
$ 42,420,379.95
Class
PT2-I-IO-21
N/A
N/A
Class PT2-I-21B
(3)
$ 42,420,379.95
N/A
N/A
N/A
Class PT2-I-22A
(2)
$ 43,204,615.47
Class
PT2-I-IO-22
N/A
N/A
Class PT2-I-22B
(3)
$ 43,204,615.47
N/A
N/A
N/A
Class PT2-I-23A
(2)
$
768,011.88
Class PT2-I-IO-23
N/A
N/A
Class PT2-I-23B
(3)
$
768,011.88
N/A
N/A
N/A
Class PT2-I-24A
(2)
$
740,433.97
Class PT2-I-IO-24
N/A
N/A
Class PT2-I-24B
(3)
$
740,433.97
N/A
N/A
N/A
Class PT2-I-25A
(2)
$
713,848.40
Class PT2-I-IO-25
N/A
N/A
Class PT2-I-25B
(3)
$
713,848.40
N/A
N/A
N/A
Class PT2-I-26A
(2)
$
688,221.81
Class PT2-I-IO-26
N/A
N/A
Class PT2-I-26B
(3)
$
688,221.81
N/A
N/A
N/A
Class PT2-I-27A
(2)
$
663,524.86
Class PT2-I-IO-27
N/A
N/A
Class PT2-I-27B
(3)
$
663,524.86
N/A
N/A
N/A
Class PT2-I-28A
(2)
$
639,787.25
Class PT2-I-IO-28
N/A
N/A
Class PT2-I-28B
(3)
$
639,787.25
N/A
N/A
N/A
Class PT2-I-29A
(2)
$
616,874.73
Class PT2-I-IO-29
N/A
N/A
Class PT2-I-29B
(3)
$
616,874.73
N/A
N/A
N/A
Class PT2-I-30A
(2)
$
594,726.08
Class PT2-I-IO-30
N/A
N/A
Class PT2-I-30B
(3)
$
594,726.08
N/A
N/A
N/A
Class PT2-I-31A
(2)
$
656,575.22
Class PT2-I-IO-31
N/A
N/A
Class PT2-I-31B
(3)
$
656,575.22
N/A
N/A
N/A
Class PT2-I-32A
(2)
$
633,022.04
Class PT2-I-IO-32
N/A
N/A
Class PT2-I-32B
(3)
$ 633,022.04
N/A
N/A
N/A
Class PT2-I-33A
(2)
$ 2,245,127.40
Class
PT2-I-IO-33
N/A
N/A
Class PT2-I-33B
(3)
$ 2,245,127.40
N/A
N/A
N/A
Class PT2-I-34A
(2)
$
701,127.82
Class PT2-I-IO-34
N/A
N/A
Class PT2-I-34B
(3)
$
701,127.82
N/A
N/A
N/A
Class PT2-I-35A
(2)
$
402,567.07
Class PT2-I-IO-35
N/A
N/A
Class PT2-I-35B
(3)
$
402,567.07
N/A
N/A
N/A
Class PT2-I-36A
(2)
$
388,953.75
Class PT2-I-IO-36
N/A
N/A
Class PT2-I-36B
(3)
$
388,953.75
N/A
N/A
N/A
Class PT2-I-37A
(2)
$
375,792.64
Class PT2-I-IO-37
N/A
N/A
Class PT2-I-37B
(3)
$
375,792.64
N/A
N/A
N/A
Class PT2-I-38A
(2)
$
363,069.29
Class PT2-I-IO-38
N/A
N/A
Class PT2-I-38B
(3)
$
363,069.29
N/A
N/A
N/A
Class PT2-I-39A
(2)
$
350,769.18
Class PT2-I-IO-39
N/A
N/A
Class PT2-I-39B
(3)
$
350,769.18
N/A
N/A
N/A
Class PT2-I-40A
(2)
$
338,882.33
Class PT2-I-IO-40
N/A
N/A
Class PT2-I-40B
(3)
$
338,882.33
N/A
N/A
N/A
Class PT2-I-41A
(2)
$
327,387.60
Class PT2-I-IO-41
N/A
N/A
Class PT2-I-41B
(3)
$
327,387.60
N/A
N/A
N/A
Class PT2-I-42A
(2)
$
316,276.08
Class PT2-I-IO-42
N/A
N/A
Class PT2-I-42B
(3)
$
316,276.08
N/A
N/A
N/A
Class PT2-I-43A
(2)
$
305,535.34
Class PT2-I-IO-43
N/A
N/A
Class PT2-I-43B
(3)
$
305,535.34
N/A
N/A
N/A
Class PT2-I-44A
(2)
$
295,153.38
Class PT2-I-IO-44
N/A
N/A
Class PT2-I-44B
(3)
$
295,153.38
N/A
N/A
N/A
Class PT2-I-45A
(2)
$
285,118.35
Class PT2-I-IO-45
N/A
N/A
Class PT2-I-45B
(3)
$
285,118.35
N/A
N/A
N/A
Class PT2-I-46A
(2)
$
275,419.77
Class PT2-I-IO-46
N/A
N/A
Class PT2-I-46B
(3)
$
275,419.77
N/A
N/A
N/A
Class PT2-I-47A
(2)
$
266,044.90
Class PT2-I-IO-47
N/A
N/A
Class PT2-I-47B
(3)
$
266,044.90
N/A
N/A
N/A
Class PT2-I-48A
(2)
$
256,984.00
Class PT2-I-IO-48
N/A
N/A
Class PT2-I-48B
(3)
$
256,984.00
N/A
N/A
N/A
Class PT2-I-49A
(2)
$
248,226.78
Class PT2-I-IO-49
N/A
N/A
Class PT2-I-49B
(3)
$
248,226.78
N/A
N/A
N/A
Class PT2-I-50A
(2)
$
239,763.26
Class PT2-I-IO-50
N/A
N/A
Class PT2-I-50B
(3)
$
239,763.26
N/A
N/A
N/A
Class PT2-I-51A
(2)
$
231,583.78
Class PT2-I-IO-51
N/A
N/A
Class PT2-I-51B
(3)
$
231,583.78
N/A
N/A
N/A
Class PT2-I-52A
(2)
$
223,679.01
Class PT2-I-IO-52
N/A
N/A
Class PT2-I-52B
(3)
$
223,679.01
N/A
N/A
N/A
Class PT2-I-53A
(2)
$
216,039.90
Class PT2-I-IO-53
N/A
N/A
Class PT2-I-53B
(3)
$
216,039.90
N/A
N/A
N/A
Class PT2-I-54A
(2)
$
208,657.65
Class PT2-I-IO-54
N/A
N/A
Class PT2-I-54B
(3)
$
208,657.65
N/A
N/A
N/A
Class PT2-I-55A
(2)
$ 5,811,478.80
Class
PT2-I-IO-55
N/A
N/A
Class PT2-I-55B
(3)
$ 5,811,478.80
N/A
N/A
N/A
Class PT2-I-IO-2
(4)
(4)
N/A
Class PT1-I-2A
May 2006
Class PT2-I-IO-3
(4)
(4)
N/A
Class PT1-I-3A
June 2006
Class PT2-I-IO-4
(4)
(4)
N/A
Class PT1-I-4A
July 2006
Class PT2-I-IO-5
(4)
(4)
N/A
Class PT1-I-5A
August 2006
Class PT2-I-IO-6
(4)
(4)
N/A
Class PT1-I-6A
September 2006
Class PT2-I-IO-7
(4)
(4)
N/A
Class PT1-I-7A
October 2006
Class PT2-I-IO-8
(4)
(4)
N/A
Class PT1-I-8A
November 2006
Class PT2-I-IO-9
(4)
(4)
N/A
Class PT1-I-9A
December 2006
Class PT2-I-IO-10
(4)
(4)
N/A
Class PT1-I-10A
January 2007
Class PT2-I-IO-11
(4)
(4)
N/A
Class PT1-I-11A
February 2007
Class PT2-I-IO-12
(4)
(4)
N/A
Class PT1-I-12A
March 2007
Class PT2-I-IO-13
(4)
(4)
N/A
Class PT1-I-13A
April 2007
Class PT2-I-IO-14
(4)
(4)
N/A
Class PT1-I-14A May
2007
Class PT2-I-IO-15
(4)
(4)
N/A
Class PT1-I-15A June
2007
Class PT2-I-IO-16
(4)
(4)
N/A
Class PT1-I-16A July
2007
Class PT2-I-IO-17
(4)
(4)
N/A
Class PT1-I-17A
August 2007
Class PT2-I-IO-18
(4)
(4)
N/A
Class PT1-I-18A
September 2007
Class PT2-I-IO-19
(4)
(4)
N/A
Class PT1-I-19A
October 2007
Class PT2-I-IO-20
(4)
(4)
N/A
Class PT1-I-20A
November 2007
Class PT2-I-IO-21
(4)
(4)
N/A
Class PT1-I-21A
December 2007
Class PT2-I-IO-22
(4)
(4)
N/A
Class PT1-I-22A
January 2008
Class PT2-I-IO-23
(4)
(4)
N/A
Class PT1-I-23A
February 2008
Class PT2-I-IO-24
(4)
(4)
N/A
Class PT1-I-24A
March 2008
Class PT2-I-IO-25
(4)
(4)
N/A
Class PT1-I-25A
April 2008
Class PT2-I-IO-26
(4)
(4)
N/A
Class PT1-I-26A May
2008
Class PT2-I-IO-27
(4)
(4)
N/A
Class PT1-I-27A June
2008
Class PT2-I-IO-28
(4)
(4)
N/A
Class PT1-I-28A July
2008
Class PT2-I-IO-29
(4)
(4)
N/A
Class PT1-I-29A
August 2008
Class PT2-I-IO-30
(4)
(4)
N/A
Class PT1-I-30A
September 2008
Class PT2-I-IO-31
(4)
(4)
N/A
Class PT1-I-31A
October 2008
Class PT2-I-IO-32
(4)
(4)
N/A
Class PT1-I-32A
November 2008
Class PT2-I-IO-33
(4)
(4)
N/A
Class PT1-I-33A
December 2008
Class PT2-I-IO-34
(4)
(4)
N/A
Class PT1-I-34A
January 2009
Class PT2-I-IO-35
(4)
(4)
N/A
Class PT1-I-35A
February 2009
Class PT2-I-IO-36
(4)
(4)
N/A
Class PT1-I-36A
March 2009
Class PT2-I-IO-37
(4)
(4)
N/A
Class PT1-I-37A
April 2009
Class PT2-I-IO-38
(4)
(4)
N/A
Class PT1-I-38A May
2009
Class PT2-I-IO-39
(4)
(4)
N/A
Class PT1-I-39A June
2009
Class PT2-I-IO-40
(4)
(4)
N/A
Class PT1-I-40A July
2009
Class PT2-I-IO-41
(4)
(4)
N/A
Class PT1-I-41A
August 2009
Class PT2-I-IO-42
(4)
(4)
N/A
Class PT1-I-42A
September 2009
Class PT2-I-IO-43
(4)
(4)
N/A
Class PT1-I-43A
October 2009
Class PT2-I-IO-44
(4)
(4)
N/A
Class PT1-I-44A
November 2009
Class PT2-I-IO-45
(4)
(4)
N/A
Class PT1-I-45A
December 2009
Class PT2-I-IO-46
(4)
(4)
N/A
Class PT1-I-46A January 2010
Class PT2-I-IO-47
(4)
(4)
N/A
Class PT1-I-47A
February 2010
Class PT2-I-IO-48
(4)
(4)
N/A
Class PT1-I-48A
March 2010
Class PT2-I-IO-49
(4)
(4)
N/A
Class PT1-I-49A
April 2010
Class PT2-I-IO-50
(4)
(4)
N/A
Class PT1-I-50A May
2010
Class PT2-I-IO-51
(4)
(4)
N/A
Class PT1-I-51A June
2010
Class PT2-I-IO-52
(4)
(4)
N/A
Class PT1-I-52A July
2010
Class PT2-I-IO-53
(4)
(4)
N/A
Class PT1-I-53A
August 2010
Class PT2-I-IO-54
(4)
(4)
N/A
Class PT1-I-54A
September 2010
Class PT2-I-IO-55
(4)
(4)
N/A
Class PT1-I-55A
October 2010
Class PT2-II-1
(5)
$
68,750,924.69
N/A
N/A
N/A
Class PT2-II-2A
(6)
$
57,174,945.97 Class
PT2-II-IO-2
N/A
N/A
Class PT2-II-2B
(7)
$
57,174,945.97
N/A
N/A
N/A
Class PT2-II-3A
(6)
$
31,006,141.87 Class
PT2-II-IO-3
N/A
N/A
Class PT2-II-3B
(7)
$
31,006,141.87
N/A
N/A
N/A
Class PT2-II-4A
(6)
$
29,821,268.77 Class
PT2-II-IO-4
N/A
N/A
Class PT2-II-4B
(7)
$
29,821,268.77
N/A
N/A
N/A
Class PT2-II-5A
(6)
$
28,700,520.65 Class
PT2-II-IO-5
N/A
N/A
Class PT2-II-5B
(7)
$
28,700,520.65
N/A
N/A
N/A
Class PT2-II-6A
(6)
$
27,677,459.92 Class
PT2-II-IO-6
N/A
N/A
Class PT2-II-6B
(7)
$
27,677,459.92
N/A
N/A
N/A
Class PT2-II-7A
(6)
$
26,701,338.27 Class
PT2-II-IO-7
N/A
N/A
Class PT2-II-7B
(7)
$
26,701,338.27
N/A
N/A
N/A
Class PT2-II-8A
(6)
$
25,768,812.81 Class
PT2-II-IO-8
N/A
N/A
Class PT2-II-8B
(7)
$
25,768,812.81
N/A
N/A
N/A
Class PT2-II-9A
(6)
$
24,876,677.37 Class
PT2-II-IO-9
N/A
N/A
Class PT2-II-9B
(7)
$
24,876,677.37
N/A
N/A
N/A
Class PT2-II-10A
(6)
$
24,021,814.75 Class
PT2-II-IO-10
N/A
N/A
Class PT2-II-10B
(7)
$
24,021,814.75
N/A
N/A
N/A
Class PT2-II-11A
(6)
$
23,201,330.78 Class
PT2-II-IO-11
N/A
N/A
Class PT2-II-11B
(7)
$
23,201,330.78
N/A
N/A
N/A
Class PT2-II-12A
(6)
$
22,410,980.49 Class
PT2-II-IO-12
N/A
N/A
Class PT2-II-12B
(7)
$
22,410,980.49
N/A
N/A
N/A
Class PT2-II-13A
(6)
$
21,634,886.00 Class
PT2-II-IO-13
N/A
N/A
Class PT2-II-13B
(7)
$
21,634,886.00
N/A
N/A
N/A
Class PT2-II-14A
(6)
$
20,803,719.76 Class
PT2-II-IO-14
N/A
N/A
Class PT2-II-14B
(7)
$
20,803,719.76
N/A
N/A
N/A
Class PT2-II-15A
(6)
$
19,901,012.82 Class
PT2-II-IO-15
N/A
N/A
Class PT2-II-15B
(7)
$ 19,901,012.82
N/A
N/A
N/A
Class PT2-II-16A
(6)
$
19,037,658.99 Class
PT2-II-IO-16
N/A
N/A
Class PT2-II-16B
(7)
$
19,037,658.99
N/A
N/A
N/A
Class PT2-II-17A
(6)
$
18,211,935.53 Class
PT2-II-IO-17
N/A
N/A
Class PT2-II-17B
(7)
$
18,211,935.53
N/A
N/A
N/A
Class PT2-II-18A
(6)
$
17,422,195.91 Class
PT2-II-IO-18
N/A
N/A
Class PT2-II-18B
(7)
$
17,422,195.91
N/A
N/A
N/A
Class PT2-II-19A
(6)
$
19,554,898.93 Class
PT2-II-IO-19
N/A
N/A
Class PT2-II-19B
(7)
$
19,554,898.93
N/A
N/A
N/A
Class PT2-II-20A
(6)
$
31,487,653.15 Class
PT2-II-IO-20
N/A
N/A
Class PT2-II-20B
(7)
$
31,487,653.15
N/A
N/A
N/A
Class PT2-II-21A
(6)
$ 133,030,711.90
Class PT2-II-IO-21
N/A
N/A
Class PT2-II-21B
(7)
$ 133,030,711.90
N/A
N/A
N/A
Class PT2-II-22A
(6)
$ 135,490,081.88
Class PT2-II-IO-22
N/A
N/A
Class PT2-II-22B
(7)
$ 135,490,081.88
N/A
N/A
N/A
Class PT2-II-23A
(6)
$
2,408,492.52 Class
PT2-II-IO-23
N/A
N/A
Class PT2-II-23B
(7)
$
2,408,492.52
N/A
N/A
N/A
Class PT2-II-24A
(6)
$
2,322,007.93 Class
PT2-II-IO-24
N/A
N/A
Class PT2-II-24B
(7)
$
2,322,007.93
N/A
N/A
N/A
Class PT2-II-25A
(6)
$
2,238,635.30 Class
PT2-II-IO-25
N/A
N/A
Class PT2-II-25B
(7)
$
2,238,635.30
N/A
N/A
N/A
Class PT2-II-26A
(6)
$
2,158,270.09 Class
PT2-II-IO-26
N/A
N/A
Class PT2-II-26B
(7)
$
2,158,270.09
N/A
N/A
N/A
Class PT2-II-27A
(6)
$
2,080,820.24 Class
PT2-II-IO-27
N/A
N/A
Class PT2-II-27B
(7)
$
2,080,820.24
N/A
N/A
N/A
Class PT2-II-28A
(6)
$
2,006,378.85 Class
PT2-II-IO-28
N/A
N/A
Class PT2-II-28B
(7)
$
2,006,378.85
N/A
N/A
N/A
Class PT2-II-29A
(6)
$
1,934,524.97 Class
PT2-II-IO-29
N/A
N/A
Class PT2-II-29B
(7)
$
1,934,524.97
N/A
N/A
N/A
Class PT2-II-30A
(6)
$
1,865,066.62 Class
PT2-II-IO-30
N/A
N/A
Class PT2-II-30B
(7)
$
1,865,066.62
N/A
N/A
N/A
Class PT2-II-31A
(6)
$
2,059,026.08 Class
PT2-II-IO-31
N/A
N/A
Class PT2-II-31B
(7)
$
2,059,026.08
N/A
N/A
N/A
Class PT2-II-32A
(6)
$
1,985,163.11 Class
PT2-II-IO-32
N/A
N/A
Class PT2-II-32B
(7)
$
1,985,163.11
N/A
N/A
N/A
Class PT2-II-33A
(6)
$
7,040,740.70 Class
PT2-II-IO-33
N/A
N/A
Class PT2-II-33B
(7)
$
7,040,740.70
N/A
N/A
N/A
Class PT2-II-34A
(6)
$
2,198,743.48 Class
PT2-II-IO-34
N/A
N/A
Class PT2-II-34B
(7)
$
2,198,743.48
N/A
N/A
N/A
Class PT2-II-35A
(6)
$
1,262,454.13 Class
PT2-II-IO-35
N/A
N/A
Class PT2-II-35B
(7)
$
1,262,454.13
N/A
N/A
N/A
Class PT2-II-36A
(6)
$
1,219,762.65 Class
PT2-II-IO-36
N/A
N/A
Class PT2-II-36B
(7)
$
1,219,762.65
N/A
N/A
N/A
Class PT2-II-37A
(6)
$
1,178,489.26 Class
PT2-II-IO-37
N/A
N/A
Class PT2-II-37B
(7)
$
1,178,489.26
N/A
N/A
N/A
Class PT2-II-38A
(6)
$
1,138,588.71 Class
PT2-II-IO-38
N/A
N/A
Class PT2-II-38B
(7)
$
1,138,588.71
N/A
N/A
N/A
Class PT2-II-39A
(6)
$
1,100,015.47 Class
PT2-II-IO-39
N/A
N/A
Class PT2-II-39B
(7)
$
1,100,015.47
N/A
N/A
N/A
Class PT2-II-40A
(6)
$
1,062,738.17 Class
PT2-II-IO-40
N/A
N/A
Class PT2-II-40B
(7)
$
1,062,738.17
N/A
N/A
N/A
Class PT2-II-41A
(6)
$
1,026,690.60 Class
PT2-II-IO-41
N/A
N/A
Class PT2-II-41B
(7)
$ 1,026,690.60
N/A
N/A
N/A
Class PT2-II-42A
(6)
$
991,844.77 Class
PT2-II-IO-42
N/A
N/A
Class PT2-II-42B
(7)
$
991,844.77
N/A
N/A
N/A
Class PT2-II-43A
(6)
$
958,161.71 Class
PT2-II-IO-43
N/A
N/A
Class PT2-II-43B
(7)
$
958,161.71 N/A
N/A
N/A
Class PT2-II-44A
(6)
$
925,603.77 Class
PT2-II-IO-44
N/A
N/A
Class PT2-II-44B
(7)
$
925,603.77
N/A
N/A
N/A
Class PT2-II-45A
(6)
$
894,133.85 Class
PT2-II-IO-45
N/A
N/A
Class PT2-II-45B
(7)
$
894,133.85
N/A
N/A
N/A
Class PT2-II-46A
(6)
$
863,718.98 Class
PT2-II-IO-46
N/A
N/A
Class PT2-II-46B
(7)
$
863,718.98
N/A
N/A
N/A
Class PT2-II-47A
(6)
$
834,319.30 Class
PT2-II-IO-47
N/A
N/A
Class PT2-II-47B
(7)
$
834,319.30
N/A
N/A
N/A
Class PT2-II-48A
(6)
$
805,904.25 Class
PT2-II-IO-48
N/A
N/A
Class PT2-II-48B
(7)
$
805,904.25
N/A
N/A
N/A
Class PT2-II-49A
(6)
$
778,441.52 Class
PT2-II-IO-49
N/A
N/A
Class PT2-II-49B
(7)
$
778,441.52
N/A
N/A
N/A
Class PT2-II-50A
(6)
$
751,899.84 Class
PT2-II-IO-50
N/A
N/A
Class PT2-II-50B
(7)
$
751,899.84
N/A
N/A
N/A
Class PT2-II-51A
(6)
$
726,248.92 Class
PT2-II-IO-51
N/A
N/A
Class PT2-II-51B
(7)
$
726,248.92
N/A
N/A
N/A
Class PT2-II-52A
(6)
$
701,459.49 Class
PT2-II-IO-52
N/A
N/A
Class PT2-II-52B
(7)
$
701,459.49
N/A
N/A
N/A
Class PT2-II-53A
(6)
$
677,503.15 Class
PT2-II-IO-53
N/A
N/A
Class PT2-II-53B
(7)
$
677,503.15
N/A
N/A
N/A
Class PT2-II-54A
(6)
$
654,352.35 Class
PT2-II-IO-54
N/A
N/A
Class PT2-II-54B
(7)
$
654,352.35
N/A
N/A
N/A
Class PT2-II-55A
(6)
$
18,224,852.35 Class
PT2-II-IO-55
N/A
N/A
Class PT2-II-55B
(7)
$
18,224,852.35
N/A
N/A
N/A
Class PT2-II-IO-2
(4)
(4)
N/A
Class PT1-II-2A May 2006
Class PT2-II-IO-3
(4)
(4)
N/A
Class PT1-II-3A June 2006
Class PT2-II-IO-4
(4)
(4)
N/A
Class PT1-II-4A July 2006
Class PT2-II-IO-5
(4)
(4)
N/A
Class PT1-II-5A August 2006
Class PT2-II-IO-6
(4)
(4)
N/A
Class PT1-II-6A September
2006
Class PT2-II-IO-7
(4)
(4)
N/A
Class PT1-II-7A October 2006
Class PT2-II-IO-8
(4)
(4)
N/A
Class PT1-II-8A November
2006
Class PT2-II-IO-9
(4)
(4)
N/A
Class PT1-II-9A December
2006
Class PT2-II-IO-10
(4)
(4)
N/A
Class PT1-II-10A January 2007
Class PT2-II-IO-11
(4)
(4)
N/A
Class PT1-II-11A February 2007
Class PT2-II-IO-12
(4)
(4)
N/A
Class PT1-II-12A March 2007
Class PT2-II-IO-13
(4)
(4)
N/A
Class PT1-II-13A April 2007
Class PT2-II-IO-14
(4)
(4)
N/A
Class PT1-II-14A May 2007
Class PT2-II-IO-15
(4)
(4)
N/A
Class PT1-II-15A June 2007
Class PT2-II-IO-16
(4)
(4)
N/A
Class PT1-II-16A July 2007
Class PT2-II-IO-17
(4)
(4)
N/A
Class PT1-II-17A August 2007
Class PT2-II-IO-18
(4)
(4)
N/A
Class PT1-II-18A September 2007
Class PT2-II-IO-19
(4)
(4)
N/A
Class PT1-II-19A October 2007
Class PT2-II-IO-20
(4)
(4)
N/A
Class PT1-II-20A November 2007
Class PT2-II-IO-21
(4)
(4)
N/A
Class PT1-II-21A December 2007
Class PT2-II-IO-22
(4)
(4)
N/A
Class PT1-II-22A January 2008
Class PT2-II-IO-23
(4)
(4)
N/A
Class PT1-II-23A February 2008
Class PT2-II-IO-24
(4)
(4)
N/A
Class PT1-II-24A March 2008
Class PT2-II-IO-25
(4)
(4)
N/A
Class PT1-II-25A April 2008
Class PT2-II-IO-26
(4)
(4)
N/A
Class PT1-II-26A May 2008
Class PT2-II-IO-27
(4)
(4)
N/A
Class PT1-II-27A June 2008
Class PT2-II-IO-28
(4)
(4)
N/A
Class PT1-II-28A July 2008
Class PT2-II-IO-29
(4)
(4)
N/A
Class PT1-II-29A August 2008
Class PT2-II-IO-30
(4)
(4)
N/A
Class PT1-II-30A September 2008
Class PT2-II-IO-31
(4)
(4)
N/A
Class PT1-II-31A October 2008
Class PT2-II-IO-32
(4)
(4)
N/A
Class PT1-II-32A November 2008
Class PT2-II-IO-33
(4)
(4)
N/A
Class PT1-II-33A
December
2008
Class PT2-II-IO-34
(4)
(4)
N/A
Class PT1-II-34A January 2009
Class PT2-II-IO-35
(4)
(4)
N/A
Class PT1-II-35A February 2009
Class PT2-II-IO-36
(4)
(4)
N/A
Class PT1-II-36A March 2009
Class PT2-II-IO-37
(4)
(4)
N/A
Class PT1-II-37A April 2009
Class PT2-II-IO-38
(4)
(4)
N/A
Class PT1-II-38A May 2009
Class PT2-II-IO-39
(4)
(4)
N/A
Class PT1-II-39A June 2009
Class PT2-II-IO-40
(4)
(4)
N/A
Class PT1-II-40A July 2009
Class PT2-II-IO-41
(4)
(4)
N/A
Class PT1-II-41A August 2009
Class PT2-II-IO-42
(4)
(4)
N/A
Class PT1-II-42A September 2009
Class PT2-II-IO-43
(4)
(4)
N/A
Class PT1-II-43A October 2009
Class PT2-II-IO-44
(4)
(4)
N/A
Class PT1-II-44A November 2009
Class PT2-II-IO-45
(4)
(4)
N/A
Class PT1-II-45A December 2009
Class PT2-II-IO-46
(4)
(4)
N/A
Class PT1-II-46A January 2010
Class PT2-II-IO-47
(4)
(4)
N/A
Class PT1-II-47A February 2010
Class PT2-II-IO-48
(4)
(4)
N/A
Class PT1-II-48A March 2010
Class PT2-II-IO-49
(4)
(4)
N/A
Class PT1-II-49A April 2010
Class PT2-II-IO-50
(4)
(4)
N/A
Class PT1-II-50A May 2010
Class PT2-II-IO-51
(4)
(4)
N/A
Class PT1-II-51A June 2010
Class PT2-II-IO-52
(4)
(4)
N/A
Class PT1-II-52A July 2010
Class PT2-II-IO-53
(4)
(4)
N/A
Class PT1-II-53A August 2010
Class PT2-II-IO-54
(4)
(4)
N/A
Class PT1-II-54A September 2010
Class PT2-II-IO-55
(4)
(4)
N/A
Class PT1-II-55A October 2010
Class PT2-R
(8)
(8)
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 the Group II Mortgage Loans
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 have a principal balance and shall not
bear
interest.
On each Distribution Date, the interest distributable in
respect of the Mortgage Loans from the related Loan Group 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 then outstanding Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling-Tier REMIC-2 IO Interests)
relating to the
Group I Mortgage Loans with the lowest numerical denomination 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 the Group
I Mortgage Loans with the same numerical denomination, such
Realized Losses,
Subsequent Recoveries and payments of principal shall be allocated
pro rata
between such Pooling-Tier REMIC-2 Regular Interests, until the
Pooling-Tier
REMIC-2 Principal Amount of such interests 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 then 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 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 the Group II
Mortgage Loans
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, until the Pooling-Tier REMIC-2 Principal Amount of such
interests 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 Certificates.
<TABLE>
<CAPTION>
Corresponding
Lower-Tier
Lower-Tier Interest
Initial Lower-Tier
Upper-Tier REMIC
REMIC Interest
Rate
Principal Amount
Regular Interest
--------------
-------------------
----------------
----------------
<S>
<C>
<C>
<C>
Class LT-A-1
(1)
1/2 initial Class Certificate Balance of
A-1
Corresponding Upper-Tier Regular Interest
Class LT-A-2a
(1)
1/2 initial Class Certificate Balance of
A-2a
Corresponding Upper-Tier Regular Interest
Class LT-A-2b
(1)
1/2 initial Class Certificate Balance of
A-2b
Corresponding Upper-Tier Regular Interest
Class LT-A-2c
(1)
1/2 initial Class Certificate Balance of
A-2c
Corresponding Upper-Tier Regular Interest
Class LT-A-2d
(1)
1/2 initial Class Certificate Balance of
A-2d
Corresponding Upper-Tier Regular Interest
Class LT-M-1
(1)
1/2 initial Class Certificate Balance of
M-1
Corresponding Upper-Tier Regular Interest
Class LT-M-2
(1)
1/2 initial Class Certificate Balance of
M-2
Corresponding Upper-Tier Regular Interest
Class LT-M-3
(1)
1/2 initial Class Certificate Balance of
M-3
Corresponding Upper-Tier Regular Interest
Class LT-M-4
(1)
1/2 initial Class Certificate Balance of
M-4
Corresponding Upper-Tier Regular Interest
Class LT-M-5
(1)
1/2 initial Class Certificate Balance of
M-5
Corresponding Upper-Tier Regular Interest
Class LT-M-6
(1)
1/2 initial Class Certificate Balance of
M-6
Corresponding Upper-Tier Regular Interest
Class LT-B-1
(1)
1/2 initial Class Certificate Balance of
B-1
Corresponding Upper-Tier Regular Interest
Class LT-B-2
(1)
1/2 initial Class Certificate Balance of
B-2
Corresponding Upper-Tier Regular Interest
Class LT-B-3
(1)
1/2 initial Class Certificate Balance of
B-3
Corresponding Upper-Tier Regular Interest
Class LT-Accrual
(1)
1/2 Pool Stated Principal Balance plus 1/2
N/A
Subordinated Amount, less the aggregate
initial Lower-Tier Principal Amount of
Class LT-Group I and Class LT Group II
Class LT-Group I
(2)
0.001% aggregate Stated Principal Balance
N/A
of Group I Mortgage Loans(4)
Class LT-Group II
(3)
0.001% aggregate Stated Principal Balance
N/A
of Group II Mortgage Loans(4)
Class LT-IO
(5)
(5)
N/A
Class LT-R
(6)
(6)
N/A
</TABLE>
----------------------------
(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
the
Group I Mortgage Loans.
(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 the Group II Mortgage Loans.
(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) The Class LT-R
Interest is the sole class of residual interest in the
Lower-Tier REMIC and it 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-M-6, Class LT-B-1, Class
LT-B-2 and Class
LT-B-3 Interests are hereby designated the LT-Accretion Directed
Classes (the
"LT-Accretion Directed Classes").
On each Distribution Date, 50% of the increase in the
Subordinated 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 Subordinated 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
Subordinated 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 Subordinated 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 X Interest that result in the reduction in the
Subordinated 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 Interest and the Class LT-Group II Interest (and further
allocated
among 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 Subordinated Amount. Any increase in the Class Certificate
Balance of a
Class of Offered 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, the
Class LT-Group I Interest and the Class LT-Group II Interest (such
increase
shall be further allocated among such Lower-Tier Regular Interests
in the manner
described below). 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 and all increases in the Lower-Tier Principal Amount of
such
Lower-Tier Regular Interests as a result of Subsequent Recoveries
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 Certificates.
<TABLE>
<CAPTION>
Upper-Tier
Initial Principal
Corresponding Class of
Upper-Tier REMIC
Interest
Interest Rate
Upper-Tier Amount
Certificates
-------------------------
-------------
-----------------
------------
<S>
<C>
<C>
<C>
Class A-1
(1)
$ 435,720,000
Class A-1
Class A-2a
(2)
$ 690,310,000
Class A-2a
Class A-2b
(2)
$ 196,890,000
Class A-2b
Class A-2c
(2)
$ 295,470,000
Class A-2c
Class A-2d
(2)
$ 183,755,000
Class A-2d
Class M-1
(3)
$
78,206,000
Class M-1
Class M-2
(3)
$
71,406,000
Class M-2
Class M-3
(3)
$
43,070,000
Class M-3
Class M-4
(3)
$
37,403,000
Class M-4
Class M-5
(3)
$
36,270,000
Class M-5
Class M-6
(3)
$
32,869,000
Class M-6
Class B-1
(3)
$
32,869,000
Class B-1
Class B-2
(3)
$
29,469,000
Class B-2
Class B-3
(3)
$
23,802,000
Class B-3
Class IO
(4)
(4)
N/A
Class X
(5)
(5)
Class X
Class UT-R
(6)
(6)
Class R
</TABLE>
-----------------
(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 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 IO Interest shall be
entitled
to
receive all interest distributable on the Class LT-IO Interest.
This
interest shall be beneficially owned by the holders of the Class
X
Certificates and shall be held as an asset of the Swap Account.
(5) The Class X
Interest has an initial principal balance of $79,340,639 but
will
not accrue interest on such balance but will accrue interest on
a
notional principal balance. As of any Distribution Date, the Class
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 Interest) as of the first day of the related
Interest
Accrual Period. With respect to any Interest Accrual Period, the
Class 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 Interest), 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 X Interest shall be
deferred in an
amount equal to any increase in the Subordinated Amount on such
Distribution Date. Such deferred interest shall not itself bear
interest.
(6) 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 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.
The Certificates
Class
Designation Class
Pass-Through Rate Class Certificate
Balance
-----------------
-----------------------
-------------------------
Class A-1(9)
(1)
$
435,720,000
Class A-2a(9)
(2)
$
690,310,000
Class A-2b(9)
(3)
$
196,890,000
Class A-2c(9)
(4)
$
295,470,000
Class A-2d(9)
(5)
$
183,755,000
Class M-1(9)
(6)
$
78,206,000
Class M-2(9)
(6)
$
71,406,000
Class M-3(9)
(6)
$
43,070,000
Class M-4(9)
(6)
$
37,403,000
Class M-5(9)
(6)
$
36,270,000
Class M-6(9)
(6)
$
32,869,000
Class B-1(9)
(6)
$
32,869,000
Class B-2(9)
(6)
$
29,469,000
Class B-3(9)
(6)
$
23,802,000
Class X
(7)
$
0(7)
Class R
(8)
$
0(8)
----------------------------
(1) The Class A-1
Interest will bear interest during each Interest Accrual
Period at a per annum rate equal to (a) on or prior to the
Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through
Margin, (ii) the Loan Group I Cap and (iii) the WAC Cap or (b)
after the
Optional Termination Date, the least of (i) LIBOR plus the
applicable
Pass-Through Margin, (ii) the Loan Group I Cap and (iii) the WAC
Cap.
(2) The Class A-2a
Interest will bear interest during each Interest Accrual
Period at a per annum rate equal to (a) on or prior to the
Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through
Margin, (ii) the Loan Group II Cap and (iii) the WAC Cap or (b)
after the
Optional Termination Date, the least of (i) LIBOR plus the
applicable
Pass-Through Margin, (ii) the Loan Group II Cap and (iii) the WAC
Cap.
(3) The Class A-2b
Interest will bear interest during each Interest Accrual
Period at a per annum rate equal to (a) on or prior to the
Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through
Margin, (ii) the Loan Group II Cap and (iii) the WAC Cap or (b)
after the
Optional Termination Date, the least of (i) LIBOR plus the
applicable
Pass-Through Margin, (ii) the Loan Group II Cap and (iii) the WAC
Cap.
(4) The Class A-2c
Interest will bear interest during each Interest Accrual
Period at a per annum rate equal to (a) on or prior to the
Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through
Margin, (ii) the Loan Group II Cap and (iii) the WAC Cap or (b)
after the
Optional Termination Date, the least of (i) LIBOR plus the
applicable
Pass-Through Margin, (ii) the Loan Group II Cap and (iii) the WAC
Cap.
(5) The Class A-2d
Interest will bear interest during each Interest Accrual
Period at a per annum rate equal to (a) on or prior to the
Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through
Margin, (ii) the Loan Group II Cap and (iii) the WAC Cap or (b)
after the
Optional Termination Date, the least of (i) LIBOR plus the
applicable
Pass-Through Margin, (ii) the Loan Group II Cap and (iii) the WAC
Cap.
(6) The Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
B-1,
Class B-2 and Class B-3 Interests will bear interest during
each
Interest Accrual Period at a per annum rate equal to (a) on or
prior to the
Optional Termination Date, the lesser of (i) LIBOR plus the
applicable
Pass-Through Margin, and (ii) the WAC Cap or (b) after the
Optional
Termination Date, the lesser of (i) LIBOR plus the applicable
Pass-Through
Margin, and (ii) the WAC Cap.
(7) The Class X
Certificates will represent beneficial ownership of the Class X
Interest, the Class IO Interest, the Interest Rate Swap Agreement,
the
right to Class IO Shortfalls and amounts in the Excess Reserve Fund
Account
and
the Swap Account, subject to the obligation to make payments from
the
Excess Reserve Fund Account in respect of Basis Risk CarryForward
Amounts
and
amounts in the Swap Account subject to the obligation to make Net
Swap
Payments, Swap Termination Payments and Basis Risk CarryForward
Amounts
and,
without duplication, Upper Tier Carryforward Amounts. For
federal
income tax purposes, the Securities Administrator will treat a
Class X
Certificateholder's obligation to make payments from the Excess
Reserve
Fund
Account or the Swap Account as payments made pursuant to an
interest
rate
cap contract written by the Class X Certificateholders in favor
of
each
Class of Offered Certificates. Such rights of the Class X
Certificateholders and Offered 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.
(8) The Class UT-R
Interest does not have an interest rate or a principal
balance.
(9) 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 Swap
Account
in
respect of any Basis Risk CarryForward Amounts and, without
duplication,
Upper Tier CarryForward Amounts. 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
Offered 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 Swap Account, 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 the Offered Certificates on such Distribution Date
shall
be
treated as having been paid to the Swap Account, all pursuant to,
and as
further provided in, Section 8.13. For federal income tax purposes,
the
Securities Administrator will treat a Certificateholder's right to
receive
payments from the Excess Reserve Fund Account or the Swap Account
as
payments made pursuant to an interest rate cap contract written by
the
Class X Certificateholders.
The minimum denomination for each Class of Certificates, other
than the Class P, Class R and the Class X Certificates, will be
$25,000 with
integral multiples of $1 in excess thereof. The minimum
denomination for the
Class P and the Class X Certificates will each be a 1% Percentage
Interest in
such Class. The Class R Certificate will represent a 100%
Percentage Interest in
such Class.
It is expected that each Class of Certificates will receive
its final distribution of principal and interest on or prior to the
Final
Scheduled Distribution Date.
Set forth below are designations of Classes of Certificates to
the categories used herein:
<TABLE>
<CAPTION>
<S>
<C>
Book-Entry Certificates........................... All Classes of
Certificates other than the Physical
Certificates.
Class A Certificates.............................. Class A-1, Class A-2a,
Class A-2b, Class A-2c and Class A-2d
Certificates.
Delay Certificates................................ None.
ERISA-Restricted Certificates..................... Class R, Class P and
Class X Certificates; any certificate
with a rating below the
lowest applicable
permitted rating under the
Underwriters' Exemption.
Non-Delay Certificates............................ Class A, Class X and
Subordinated Certificates.
Offered Certificates.............................. All Classes of Certificates
other than the Private
Certificates.
Physical Certificates............................. Class P, Class X and
Class R Certificates.
Private Certificates.............................. Class P, Class X and
Class R Certificates.
Rating Agencies................................... Fitch, Moody's and
Standard & Poor's.
Regular Certificates.............................. All Classes of
Certificates other than the Class P 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 M-6, Class B-1, Class B-2 and Class B-3 Certificates.
</TABLE>
ARTICLE I
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(a) of
this
Agreement.
Account: Any of the Collection Accounts, the Distribution
Account,
any Escrow Account, the Excess
Reserve Fund Account or the Swap Account. Each Account shall be
an
Eligible Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of Offered 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.
Adjusted Net Mortgage Rate: As to each Mortgage Loan and at any
time, the per annum rate equal to the Mortgage Rate less the
Expense Fee Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first
Due Date on which the related Mortgage Rate adjusts as set forth in
the related
Mortgage Note and each Due Date thereafter on which the Mortgage
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 11.07.
Advancing Person: The Person to whom any Servicer's rights
under
this Agreement to be reimbursed for any P&I Advances or
Servicing Advances have
been assigned pursuant to Section 11.07.
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 each Collection
Account at the
close of business on the related Determination 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.
Analytics Company: Intex Solutions, Inc., or any other bond
analytics service provider identified to the Securities
Administrator by the
Depositor.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate Class Certificate
Balance of the
Offered 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: The value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the
value of the
Mortgaged Property.
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 Trustee.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by the Securities
Administrator (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 by the Servicers 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 by
the Servicers 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 by the Servicers during the related
Prepayment Period
together with all Compensating Interest, if applicable, thereon
(excluding any
Prepayment Charges); (iv) all Substitution Adjustment Amounts with
respect to
the substitutions of Mortgage Loans that occur with respect to such
Distribution
Date; (v) amounts received with respect to such Distribution Date
as the
Repurchase Price in respect of a Mortgage Loan repurchased by the
Depositor or
the Responsible Party, as applicable, with respect to such
Distribution Date;
(vi) the proceeds received with respect to the termination of the
Trust Fund
pursuant to clause (a) of Section 10.01; and (vii) the Closing Date
Deposit
Amount; reduced by (y) amounts in reimbursement for Advances
previously made
with respect to the Mortgage Loans and other amounts as to which
the Servicers,
the Depositor, the Securities Administrator, the Custodians or the
Trustee are
entitled to be paid or reimbursed pursuant to this Agreement.
Balloon Loan: Any Mortgage Loan that requires only payments of
interest until the stated maturity date of the Mortgage Loan or
Scheduled
Payments of principal which (not including the payment due on its
stated
maturity date) are based on an amortization schedule that would be
insufficient
to fully amortize the principal thereof by the stated maturity date
of the
Mortgage Loan.
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 Subordinated Amount, if any,
for such
Distribution Date.
Basis Risk CarryForward Amount: With respect to each Class of
Offered Certificates, as of any Distribution Date, the sum of (A)
if on such
Distribution Date the Pass Through Rate for any Class of Offered
Certificates is
based upon a Loan Group Cap or the WAC Cap, the excess of (i) the
Accrued
Certificate Interest Distribution Amount such Class of Certificates
would
otherwise be entitled to receive on such Distribution Date had such
Pass-Through
Rate not been subject to any Loan Group Cap or WAC Cap (that is,
had such rate
been calculated as the sum of LIBOR and the applicable Pass-Through
Margin on
such Class of Certificates for such Distribution Date and the
resulting amount
being reduced by allocated Net Prepayment Interest Shortfalls and
Relief Act
Interest Shortfalls) over (ii) the Accrued Certificate Interest
Distribution
Amount received on such Distribution Date such Class of
Certificates at, with
respect to each Class of Group I Class A Certificates, the lesser
of the Loan
Group I Cap or the WAC Cap, with respect to each Class of Group II
Class A
Certificates, the lesser of the Loan Group II Cap or the WAC Cap,
and with
respect to each other Class of Offered Certificates, the WAC Cap,
as applicable,
for such Distribution Date and (B) the Basis Risk CarryForward
Amount for such
Class of Certificates for all previous Distribution Dates not
previously paid,
together with interest thereon at a rate equal to the sum of LIBOR
and the
applicable Pass-Through Margin for such Class of Certificates for
such
Distribution Date.
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the Basis Risk CarryForward
Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior
to any
reduction for amounts paid from the Excess Reserve Fund Account to
pay any Basis
Risk CarryForward Amount or any 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.
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
Arizona, New York, California, Texas, Maryland, Minnesota, New
Jersey or
Delaware, (b) a State in which any Servicer's servicing operations
are located,
or (c) the State in which the Securities Administrator'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 Certificates,
other than the Class X, Class P or Class R 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
in the case
of any Certificates, reduced by any Applied Realized Loss Amounts
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
the Unpaid
Realized Loss Amount for such Class or Classes for such
Distribution Date). The
Class X, Class P and Class R 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.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificate Group: The Group I Class A Certificates or
the
Group II Class A Certificates, as applicable.
Class A Certificates: As specified in the Preliminary
Statement.
Class A Principal Allocation Percentage: With respect to any
Distribution Date, the percentage equivalent of a fraction,
determined as
follows: (A) with respect to the Group I Class A Certificates, a
fraction, the
numerator of which is (x) 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 (y) the
Principal Remittance Amount for such Distribution Date and (B) with
respect to
the Group II Class A Certificates, a fraction, the numerator of
which is (x) 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 (y) 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) 59.00% 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 $11,334,248.
Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1".
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: The Class B-1, Class B-2 and Class B-3
Certificates.
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 for 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 for 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 for 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 for
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 for 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 for
such
Distribution Date), (G) the Class Certificate Balance of the Class
M-6
Certificates (after taking into account the distribution of the
Class M-6
Principal Distribution Amount for such Distribution Date) and (H)
the Class
Certificate Balance of the Class B-1 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 88.30% 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 $11,334,248.
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 for 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 for 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 for 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 for
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 for 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 for
such
Distribution Date), (G) the Class Certificate Balance of the Class
M-6
Certificates (after taking into account the distribution of the
Class M-6
Principal Distribution Amount for such Distribution Date), (H) the
Class
Certificate Balance of the Class B-1 Certificates (after taking
into account the
distribution of the Class B-1 Principal Distribution Amount for
such
Distribution Date), and (I) the Class Certificate Balance of the
Class B-2
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) 90.90% 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
$11,334,248.
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 for 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 for 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 for 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 for
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 for 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 for
such
Distribution Date), (G) the Class Certificate Balance of the Class
M-6
Certificates (after taking into account the distribution of the
Class M-6
Principal Distribution Amount for such Distribution Date), (H) the
Class
Certificate Balance of the Class B-1 Certificates (after taking
into account the
distribution of the Class B-1 Principal Distribution Amount for
such
Distribution Date), (I) the Class Certificate Balance of the Class
B-2
Certificates (after taking into account the distribution of the
Class B-2
Principal Distribution Amount for such Distribution Date) and (J)
the Class
Certificate Balance of the Class B-3 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 93.00% 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 $11,334,248.
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
(prior to any
reduction for Basis Risk Payments or Swap Termination Payments) 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: The Class M-1, Class M-2, Class M-3,
Class
M-4, Class M-5 and Class M-6 Certificates.
Class M-1 Enhancement Percentage: With respect to any
Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the
aggregate Class
Certificate Balances of the Class M and Class B Certificates (other
than the
Class M-1 Certificates) and (ii) the Subordinated Amount, in each
case after
taking into account the distributions of the related Principal
Distribution
Amount and any principal payments on those Classes of Certificates
fr
