EXHIBIT 4
EXECUTION COPY
================================================================================
SECURITIZED ASSET BACKED RECEIVABLES LLC,
Depositor,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Servicer,
WMC MORTGAGE CORP.,
Responsible Party
MORTGAGERAMP, INC.,
Loan Performance Advisor,
U.S. BANK NATIONAL ASSOCIATION,
Trustee
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Securities Administrator and Custodian
-----------------------------------
POOLING
AND SERVICING AGREEMENT
Dated as of February 1, 2006
-----------------------------------
SECURITIZED ASSET BACKED RECEIVABLES LLC TRUST 2006-WM1
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-WM1
================================================================================
<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, Warranties and Covenants of the
Responsible Party and the Servicer; Remedies for
Breaches of Representations and Warranties with Respect
to the Mortgage Loans.......................................
Section 2.04
[Reserved]...................................................
Section 2.05 Execution
and Delivery of Certificates.......................
Section 2.06 REMIC
Matters................................................
Section 2.07
Representations and Warranties of the Depositor..............
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer
to Service Mortgage Loans...........................
Section 3.02
Subservicing Agreements between the Servicer and
Subservicers................................................
Section 3.03 Successor
Subservicers.......................................
Section 3.04 Liability
of the Servicer....................................
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 Account...........................................
Section 3.11
Withdrawals from the Collection Account......................
Section 3.12
Investment of Funds in the Collection Account, Escrow
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
Servicer to Be Held for the Securities Administrator........
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 SERVICER
Section 4.01
Advances.....................................................
Section 4.02
Priorities of Distribution...................................
Section 4.03 Monthly
Statements to Certificateholders.....................
Section 4.04 Certain
Matters Relating to the Determination of LIBOR.......
Section 4.05
Allocation of Applied Realized Loss Amounts..................
Section 4.06 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, THE SERVICER
AND THE LOAN PERFORMANCE ADVISOR
Section 6.01 Respective Liabilities of the Depositor and the
Servicer......
Section 6.02 Merger or Consolidation of the Depositor or the
Servicer......
Section 6.03 Limitation on Liability of the Depositor, the
Servicer
and
Others..................................................
Section 6.04
Limitation on Resignation of the Servicer....................
Section 6.05
Additional Indemnification by the Servicer; Third Party
Claims......................................................
Section 6.06 Duties of
the Loan Performance Advisor.......................
Section 6.07 Loan
Performance Advisor's Fees..............................
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........................
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
Classification of the Excess Reserve Fund Account,
the Swap Account, the Interest Rate Swap Agreement and
the Cap Agreements..........................................
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...................................................
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 Assignment; Sales; Advance
Facilities........................
Section 11.12 Rule of
Construction.........................................
Section 11.13 Waiver of Jury
Trial.........................................
Section 11.14 Rights of the Swap
Provider..................................
Section 11.15 Regulation AB Compliance; Intent of the Parties;
Reasonableness..............................................
<PAGE>
SCHEDULES
Schedule I Mortgage Loan
Schedule
Schedule II Representations and
Warranties of Wells Fargo
Schedule III
Representations and Warranties of the Responsible Party as
to the Mortgage Loans
Schedule IV Representations and
Warranties as to the Responsible Party
Schedule V Representations
and Warranties of the Depositor as to the
Mortgage Loans
EXHIBITS
Exhibit A Form of
Class A, Class M and Class B Certificates
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 Trustee
Exhibit F Form of
Document Certification and Exception Report of Trustee
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
Trustee's Certification to be provided to Depositor
Exhibit N Form of
Servicer's Certification to be provided to Depositor
Exhibit O Servicing
Criteria
Exhibit P Additional
Form 10-D Disclosure
Exhibit Q Additional
Form 10-K Disclosure
Exhibit R Form 8-K
Disclosure Information
Exhibit S Interest
Rate Swap Agreement
Exhibit T Class M
Cap Agreement
Exhibit U Class B
Cap Agreement
Exhibit V Servicer
Remittance Report Format
Exhibit W Additional
Disclosure Notification
Exhibit X Sponsor
Representation Letter
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of February 1,
2006,
among SECURITIZED ASSET BACKED RECEIVABLES LLC, a Delaware limited
liability
company, as depositor (the "Depositor"), WELLS FARGO BANK, NATIONAL
ASSOCIATION,
a national banking association, as servicer (the "Servicer"), WMC
MORTGAGE
CORP., as responsible party (the "Responsible Party"),
MORTGAGERAMP, INC., as
loan performance advisor (the "Loan Performance Advisor"), U.S.
BANK NATIONAL
ASSOCIATION, a national banking association, as trustee (the
"Trustee") and
WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as
securities administrator and custodian.
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 Trustee shall elect that four segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment Charges, (ii) the
Interest Rate Swap
Agreement and the Cap Agreements, (iii) the Swap Account, (iv) the
Excess
Reserve Fund Account, and (v) the right of the LIBOR Certificates
to receive
Upper Tier Carry Forward Amounts and, without duplication, Basis
Risk Carry
Forward Amounts and the obligation to pay Class IO Shortfalls) be
treated for
federal income tax purposes as comprising 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). Each Class of
Certificates (other
than the Class P and Class R Certificates), other than the right of
each Class
of LIBOR Certificates to receive Upper Tier Carry Forward Amounts
and, without
duplication, Basis Risk Carry Forward Amounts and the obligation to
pay Class IO
Shortfalls and the right of the Class X Certificates to receive
payments from
the Interest Rate Swap Agreement, the Cap Agreements and the Class
IO
Shortfalls, represents ownership of a regular interest in the Upper
Tier REMIC
for purposes of the REMIC Provisions. The Class R Certificates
represent
ownership of the sole class of residual interest in each of Pooling
Tier
REMIC-1, Pooling Tier REMIC-2, the Lower Tier REMIC and the Upper
Tier REMIC for
purposes of the REMIC Provisions. The Startup Day for each REMIC
described
herein is the Closing Date. The latest possible maturity date for
each regular
interest is the latest date referenced in Section 2.06.
The Upper Tier REMIC shall hold as assets the several classes
of
uncertificated Lower Tier REMIC Regular Interests, set out below.
The Lower Tier
REMIC shall hold as assets the several classes of uncertificated
Pooling Tier
REMIC-2 Regular Interests. Pooling Tier REMIC-2 shall hold as
assets the several
classes of uncertificated Pooling Tier REMIC-1 Regular Interests.
Pooling Tier
REMIC-1 shall hold as assets the assets of the Trust Fund
(exclusive of (i) the
Prepayment Premiums, (ii) the Interest Rate Swap Agreement and the
Cap
Agreements, (iii) the Swap Account, (iv) the Excess Reserve Fund
Account, and
(v) the right of the LIBOR Certificates to receive Upper Tier Carry
Forward
Amounts and, without duplication, Basis Risk Carry Forward Amounts
and the
obligation to pay Class IO Shortfalls).
For federal income tax purposes, the Class P Certificates
represent
beneficial ownership of the Prepayment Charges, each Class of LIBOR
Certificates
represents beneficial ownership of a regular interest in the Upper
Tier REMIC
and the right to receive Upper-Tier Carry Forward Amounts and,
without
duplication, Basis Risk Carry Forward Amounts, and the Class X
Certificates
represent beneficial ownership of two regular interests in the
Upper Tier REMIC
and the right to receive payments from the Class IO Shortfalls, the
Excess
Reserve Fund Account, the Swap Account, the Interest Rate Swap
Agreement and the
Cap Agreements, 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 the
Group I Mortgage Loans and Pooling Tier REMIC-1 Interests with a
"II" in their
designation shall relate to the Group II Mortgage Loans. Pooling
Tier REMIC-1
shall also issue the Class PT1-R Interest, which shall be
represented by the
Class R Certificates. The Class PT1-R Interest is hereby designated
as the sole
class of residual interest in Pooling Tier REMIC-1.
Initial Pooling
Pooling Tier
Tier
Pooling Tier REMIC-1 REMIC-1 Interest
REMIC-1
Interest
Rate
Principal Amount
--------------------------------------------------------------
Class PT1-I-1
(1)
$
-
Class PT1-I-2A
(2)
$ 2,190,604.44
Class PT1-I-2B
(3)
$ 2,190,604.44
Class PT1-I-3A
(2)
$ 2,297,507.15
Class PT1-I-3B
(3)
$ 2,297,507.15
Class PT1-I-4A
(2)
$ 2,087,307.30
Class PT1-I-4B
(3)
$ 2,087,307.30
Class PT1-I-5A
(2)
$ 2,064,266.86
Class PT1-I-5B
(3)
$ 2,064,266.86
Class PT1-I-6A
(2)
$ 2,041,909.62
Class PT1-I-6B
(3)
$ 2,041,909.62
Class PT1-I-7A
(2)
$ 2,036,416.31
Class PT1-I-7B
(3)
$ 2,036,416.31
Class PT1-I-8A
(2)
$ 1,998,361.07
Class PT1-I-8B
(3)
$ 1,998,361.07
Class PT1-I-9A
(2)
$ 1,977,344.18
Class PT1-I-9B
(3)
$ 1,977,344.18
Class PT1-I-10A
(2)
$ 1,956,537.77
Class PT1-I-10B
(3)
$ 1,956,537.77
Class PT1-I-11A
(2)
$ 1,935,716.11
Class PT1-I-11B
(3)
$ 1,935,716.11
Class PT1-I-12A
(2)
$ 1,911,820.19
Class PT1-I-12B
(3)
$ 1,911,820.19
Class PT1-I-13A
(2)
$ 1,866,553.83
Class PT1-I-13B
(3)
$ 1,866,553.83
Class PT1-I-14A
(2)
$ 1,822,355.95
Class PT1-I-14B
(3)
$ 1,822,355.95
Class PT1-I-15A
(2)
$ 1,779,201.52
Class PT1-I-15B
(3)
$ 1,779,201.52
Class PT1-I-16A
(2)
$ 1,749,421.13
Class PT1-I-16B
(3)
$ 1,749,421.13
Class PT1-I-17A
(2)
$ 1,695,621.75
Class PT1-I-17B
(3)
$ 1,695,621.75
Class PT1-I-18A
(2)
$ 1,655,459.48
Class PT1-I-18B
(3)
$ 1,655,459.48
Class PT1-I-19A
(2)
$ 1,646,152.09
Class PT1-I-19B
(3)
$ 1,646,152.09
Class PT1-I-20A
(2)
$ 2,522,716.48
Class PT1-I-20B
(3)
$ 2,522,716.48
Class PT1-I-21A
(2)
$ 46,717,915.34
Class PT1-I-21B
(3)
$ 46,717,915.34
Class PT1-I-22A
(2)
$
386,985.35
Class PT1-I-22B
(3)
$
386,985.35
Class PT1-I-23A
(2)
$
378,234.31
Class PT1-I-23B
(3)
$
378,234.31
Class PT1-I-24A
(2)
$
369,680.59
Class PT1-I-24B
(3)
$
369,680.59
Class PT1-I-25A
(2)
$
361,319.45
Class PT1-I-25B
(3)
$
361,319.45
Class PT1-I-26A
(2)
$
353,146.56
Class PT1-I-26B
(3)
$
353,146.56
Class PT1-I-27A
(2)
$
345,157.85
Class PT1-I-27B
(3)
$
345,157.85
Class PT1-I-28A
(2)
$
337,348.99
Class PT1-I-28B
(3)
$
337,348.99
Class PT1-I-29A
(2)
$
329,715.93
Class PT1-I-29B
(3)
$
329,715.93
Class PT1-I-30A
(2)
$
322,255.03
Class PT1-I-30B
(3)
$
322,255.03
Class PT1-I-31A
(2)
$
314,962.10
Class PT1-I-31B
(3)
$
314,962.10
Class PT1-I-32A
(2)
$
800,469.16
Class PT1-I-32B
(3)
$
800,469.16
Class PT1-I-33A
(2)
$ 1,789,946.32
Class PT1-I-33B
(3)
$ 1,789,946.32
Class PT1-I-34A
(2)
$
246,026.24
Class PT1-I-34B
(3)
$ 246,026.24
Class PT1-I-35A
(2)
$
240,526.09
Class PT1-I-35B
(3)
$
240,526.09
Class PT1-I-36A
(2)
$
235,148.02
Class PT1-I-36B
(3)
$ 235,148.02
Class PT1-I-37A
(2)
$
229,889.67
Class PT1-I-37B
(3)
$
229,889.67
Class PT1-I-38A
(2)
$
224,747.96
Class PT1-I-38B
(3)
$
224,747.96
Class PT1-I-39A
(2)
$
219,720.65
Class PT1-I-39B
(3)
$
219,720.65
Class PT1-I-40A
(2)
$
214,805.08
Class PT1-I-40B
(3)
$
214,805.08
Class PT1-I-41A
(2)
$
209,998.88
Class PT1-I-41B
(3)
$
209,998.88
Class PT1-I-42A
(2)
$
205,299.52
Class PT1-I-42B
(3)
$
205,299.52
Class PT1-I-43A
(2)
$
200,704.50
Class PT1-I-43B
(3)
$
200,704.50
Class PT1-I-44A
(2)
$
196,211.99
Class PT1-I-44B
(3)
$
196,211.99
Class PT1-I-45A
(2)
$
191,819.19
Class PT1-I-45B
(3)
$
191,819.19
Class PT1-I-46A
(2)
$
187,524.01
Class PT1-I-46B
(3)
$
187,524.01
Class PT1-I-47A
(2)
$
183,324.63
Class PT1-I-47B
(3)
$
183,324.63
Class PT1-I-48A
(2)
$
179,218.40
Class PT1-I-48B
(3)
$
179,218.40
Class PT1-I-49A
(2)
$
175,203.76
Class PT1-I-49B
(3)
$
175,203.76
Class PT1-I-50A
(2)
$
171,278.36
Class PT1-I-50B
(3)
$
171,278.36
Class PT1-I-51A
(2)
$
167,440.22
Class PT1-I-51B
(3)
$
167,440.22
Class PT1-I-52A
(2)
$
163,687.67
Class PT1-I-52B
(3)
$
163,687.67
Class PT1-I-53A
(2)
$
160,018.48
Class PT1-I-53B
(3)
$
160,018.48
Class PT1-I-54A
(2)
$
156,430.96
Class PT1-I-54B
(3)
$
156,430.96
Class PT1-I-55A
(2)
$
178,720.80
Class PT1-I-55B
(3)
$
178,720.80
Class PT1-I-56A
(3)
$
578,175.77
Class PT1-I-56B
(4)
$
578,175.77
Class PT1-I-57A
(3)
$ 5,978,937.43
Class PT1-I-57B
(4)
$ 5,978,937.43
Class PT1-II-1
(4)
$
-
Class PT1-II-2A
(5)
$ 5,641,182.06
Class PT1-II-2B
(6)
$ 5,641,182.06
Class PT1-II-3A
(5)
$ 5,916,474.85
Class PT1-II-3B
(6)
$ 5,916,474.85
Class PT1-II-4A
(5)
$ 5,375,174.20
Class PT1-II-4B
(6)
$ 5,375,174.20
Class PT1-II-5A
(5)
$ 5,315,841.14
Class PT1-II-5B
(6)
$ 5,315,841.14
Class PT1-II-6A
(5)
$ 5,258,267.38
Class PT1-II-6B
(6)
$ 5,258,267.38
Class PT1-II-7A
(5)
$ 5,244,121.19
Class PT1-II-7B
(6)
$ 5,244,121.19
Class PT1-II-8A
(5)
$ 5,146,122.43
Class PT1-II-8B
(6)
$
5,146,122.43
Class PT1-II-9A
(5)
$ 5,092,000.32
Class PT1-II-9B
(6)
$ 5,092,000.32
Class PT1-II-10A
(5)
$ 5,038,420.23
Class PT1-II-10B
(6)
$ 5,038,420.23
Class PT1-II-11A
(5)
$ 4,984,800.89
Class PT1-II-11B
(6)
$ 4,984,800.89
Class PT1-II-12A
(5)
$ 4,923,264.81
Class PT1-II-12B
(6)
$ 4,923,264.81
Class PT1-II-13A
(5)
$ 4,806,696.17
Class PT1-II-13B
(6)
$ 4,806,696.17
Class PT1-II-14A
(5)
$ 4,692,879.05
Class PT1-II-14B
(6)
$ 4,692,879.05
Class PT1-II-15A
(5)
$ 4,581,748.98
Class PT1-II-15B
(6)
$ 4,581,748.98
Class PT1-II-16A
(5)
$ 4,505,059.37
Class PT1-II-16B
(6)
$ 4,505,059.37
Class PT1-II-17A
(5)
$ 4,366,516.75
Class PT1-II-17B
(6)
$ 4,366,516.75
Class PT1-II-18A
(5)
$ 4,263,092.02
Class PT1-II-18B
(6)
$ 4,263,092.02
Class PT1-II-19A
(5)
$ 4,239,123.91
Class PT1-II-19B
(6)
$ 4,239,123.91
Class PT1-II-20A
(5)
$ 6,496,427.52
Class PT1-II-20B
(6)
$ 6,496,427.52
Class PT1-II-21A
(5)
$120,306,642.66
Class PT1-II-21B
(6)
$120,306,642.66
Class PT1-II-22A
(5)
$
996,553.65
Class PT1-II-22B
(6)
$
996,553.65
Class PT1-II-23A
(5)
$
974,018.19
Class PT1-II-23B
(6)
$
974,018.19
Class PT1-II-24A
(5)
$
951,990.91
Class PT1-II-24B
(6)
$
951,990.91
Class PT1-II-25A
(5)
$
930,459.55
Class PT1-II-25B
(6)
$
930,459.55
Class PT1-II-26A
(5)
$
909,412.94
Class PT1-II-26B
(6)
$
909,412.94
Class PT1-II-27A
(5)
$
888,840.65
Class PT1-II-27B
(6)
$
888,840.65
Class PT1-II-28A
(5)
$
868,731.51
Class PT1-II-28B
(6)
$
868,731.51
Class PT1-II-29A
(5)
$
849,075.07
Class PT1-II-29B
(6)
$
849,075.07
Class PT1-II-30A
(5)
$
829,861.97
Class PT1-II-30B
(6)
$
829,861.97
Class PT1-II-31A
(5)
$
811,081.40
Class PT1-II-31B
(6)
$
811,081.40
Class PT1-II-32A
(5)
$ 2,061,345.34
Class PT1-II-32B
(6)
$ 2,061,345.34
Class PT1-II-33A
(5)
$ 4,609,418.68
Class PT1-II-33B
(6)
$ 4,609,418.68
Class PT1-II-34A
(5)
$
633,559.76
Class PT1-II-34B
(6)
$
633,559.76
Class PT1-II-35A
(5)
$
619,395.91
Class PT1-II-35B
(6)
$
619,395.91
Class PT1-II-36A
(5)
$
605,546.48
Class PT1-II-36B
(6)
$
605,546.48
Class PT1-II-37A
(5)
$
592,005.33
Class PT1-II-37B
(6)
$
592,005.33
Class PT1-II-38A
(5)
$
578,764.54
Class PT1-II-38B
(6)
$
578,764.54
Class PT1-II-39A
(5)
$
565,818.35
Class PT1-II-39B
(6)
$
565,818.35
Class PT1-II-40A
(5)
$
553,159.92
Class PT1-II-40B
(6)
$
553,159.92
Class PT1-II-41A
(5)
$
540,783.12
Class PT1-II-41B
(6)
$
540,783.12
Class PT1-II-42A
(5)
$
528,681.48
Class PT1-II-42B
(6)
$
528,681.48
Class PT1-II-43A
(5)
$
516,848.50
Class PT1-II-43B
(6)
$
516,848.50
Class PT1-II-44A
(5)
$
505,279.51
Class PT1-II-44B
(6)
$
505,279.51
Class PT1-II-45A
(5)
$
493,967.31
Class PT1-II-45B
(6)
$
493,967.31
Class PT1-II-46A
(5)
$
482,906.49
Class PT1-II-46B
(6)
$
482,906.49
Class PT1-II-47A
(5)
$
472,092.37
Class PT1-II-47B
(6)
$
472,092.37
Class PT1-II-48A
(5)
$
461,518.10
Class PT1-II-48B
(6)
$
461,518.10
Class PT1-II-49A
(5)
$
451,179.74
Class PT1-II-49B
(6)
$
451,179.74
Class PT1-II-50A
(5)
$
441,071.14
Class PT1-II-50B
(6)
$
441,071.14
Class PT1-II-51A
(5)
$
431,187.28
Class PT1-II-51B
(6)
$
431,187.28
Class PT1-II-52A
(5)
$
421,523.83
Class PT1-II-52B
(6)
$
421,523.83
Class PT1-II-53A
(5)
$
412,075.02
Class PT1-II-53B
(6)
$
412,075.02
Class PT1-II-54A
(5)
$
402,836.54
Class PT1-II-54B
(6)
$
402,836.54
Class PT1-II-55A
(5)
$
460,236.70
Class PT1-II-55B
(6)
$
460,236.70
Class PT1-II-56A
(5)
$ 1,488,901.73
Class PT1-II-56B
(6)
$ 1,488,901.73
Class PT1-II-57A
(5)
$ 15,396,789.07
Class PT1-II-57B
(6)
$ 15,396,789.07
Class PT1-R
(7)
N/A
------------------------
(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 10.1020%.
(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) 10.1020%.
(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 10.1020%.
(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) 10.1020%.
(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 Trustee 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 the Group I Mortgage Loans with the same numerical denomination,
such
Realized Losses and payments of principal shall be allocated pro
rata between
such Pooling Tier REMIC-1 Regular Interests 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 the Group II 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-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>
Pooling-Tier
Corresponding
Corresponding
Corresponding
Pooling-Tier
Pooling-Tier REMIC-2 REMIC-2 Initial
Pooling-Tier REMIC-2 Pooling-Tier REMIC-1
Scheduled
Crossover
REMIC-2 Interest
Interest Rate
Principal Amount
IO Interest
Regular Interest
Distribution Date
----------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1) $
--
N/A
N/A
N/A
Class PT2-I-2A
(2) $
2,190,604.44
Class
PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3) $
2,190,604.44
N/A
N/A
N/A
Class PT2-I-3A
(2) $
2,297,507.15
Class
PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3) $
2,297,507.15
N/A
N/A
N/A
Class PT2-I-4A
(2) $
2,087,307.30
Class
PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3)
$
2,087,307.30
N/A
N/A
N/A
Class PT2-I-5A
(2) $
2,064,266.86
Class
PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3) $ 2,064,266.86
N/A
N/A
N/A
Class PT2-I-6A
(2) $
2,041,909.62
Class
PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3) $
2,041,909.62
N/A
N/A
N/A
Class PT2-I-7A
(2) $
2,036,416.31
Class
PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3) $
2,036,416.31
N/A
N/A
N/A
Class PT2-I-8A
(2) $
1,998,361.07
Class
PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3) $
1,998,361.07
N/A
N/A
N/A
Class PT2-I-9A
(2) $
1,977,344.18
Class
PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3) $
1,977,344.18
N/A
N/A
N/A
Class PT2-I-10A
(2) $
1,956,537.77
Class PT2-I-IO-10
N/A
N/A
Class PT2-I-10B
(3) $
1,956,537.77
N/A
N/A
N/A
Class PT2-I-11A
(2) $
1,935,716.11
Class PT2-I-IO-11
N/A
N/A
Class PT2-I-11B
(3) $
1,935,716.11
N/A
N/A
N/A
Class PT2-I-12A
(2) $
1,911,820.19
Class PT2-I-IO-12
N/A
N/A
Class PT2-I-12B
(3) $
1,911,820.19
N/A
N/A
N/A
Class PT2-I-13A
(2) $
1,866,553.83
Class PT2-I-IO-13
N/A
N/A
Class PT2-I-13B
(3) $
1,866,553.83
N/A
N/A
N/A
Class PT2-I-14A
(2) $
1,822,355.95
Class PT2-I-IO-14
N/A
N/A
Class PT2-I-14B
(3) $
1,822,355.95
N/A
N/A
N/A
Class PT2-I-15A
(2) $
1,779,201.52
Class PT2-I-IO-15
N/A
N/A
Class PT2-I-15B
(3) $
1,779,201.52
N/A
N/A
N/A
Class PT2-I-16A
(2) $
1,749,421.13
Class PT2-I-IO-16
N/A
N/A
Class PT2-I-16B
(3) $
1,749,421.13
N/A
N/A
N/A
Class PT2-I-17A
(2) $
1,695,621.75
Class PT2-I-IO-17
N/A
N/A
Class PT2-I-17B
(3) $
1,695,621.75
N/A
N/A
N/A
Class PT2-I-18A
(2) $
1,655,459.48
Class PT2-I-IO-18
N/A
N/A
Class PT2-I-18B
(3) $
1,655,459.48
N/A
N/A
N/A
Class PT2-I-19A
(2) $
1,646,152.09
Class PT2-I-IO-19
N/A
N/A
Class PT2-I-19B
(3) $
1,646,152.09
N/A
N/A
N/A
Class PT2-I-20A
(2) $
2,522,716.48
Class PT2-I-IO-20
N/A
N/A
Class PT2-I-20B
(3) $
2,522,716.48
N/A
N/A
N/A
Class PT2-I-21A
(2) $
46,717,915.34 Class
PT2-I-IO-21
N/A
N/A
Class PT2-I-21B
(3) $
46,717,915.34
N/A
N/A
N/A
Class PT2-I-22A
(2) $
386,985.35
Class PT2-I-IO-22
N/A
N/A
Class PT2-I-22B
(3) $
386,985.35
N/A
N/A
N/A
Class PT2-I-23A
(2) $
378,234.31
Class PT2-I-IO-23
N/A
N/A
Class PT2-I-23B
(3) $
378,234.31
N/A
N/A
N/A
Class PT2-I-24A
(2) $
369,680.59
Class PT2-I-IO-24
N/A
N/A
Class PT2-I-24B
(3) $
369,680.59
N/A
N/A
N/A
Class PT2-I-25A
(2) $
361,319.45
Class PT2-I-IO-25
N/A
N/A
Class PT2-I-25B
(3) $
361,319.45
N/A
N/A
N/A
Class PT2-I-26A
(2) $
353,146.56
Class PT2-I-IO-26
N/A
N/A
Class PT2-I-26B
(3) $
353,146.56
N/A
N/A
N/A
Class PT2-I-27A
(2) $
345,157.85
Class PT2-I-IO-27
N/A
N/A
Class PT2-I-27B
(3) $
345,157.85
N/A
N/A
N/A
Class PT2-I-28A
(2) $
337,348.99
Class PT2-I-IO-28
N/A
N/A
Class PT2-I-28B
(3) $
337,348.99
N/A
N/A
N/A
Class PT2-I-29A
(2) $
329,715.93
Class PT2-I-IO-29
N/A
N/A
Class PT2-I-29B
(3) $
329,715.93
N/A
N/A
N/A
Class PT2-I-30A
(2) $
322,255.03
Class PT2-I-IO-30
N/A
N/A
Class PT2-I-30B
(3) $ 322,255.03
N/A
N/A
N/A
Class PT2-I-31A
(2) $
314,962.10
Class PT2-I-IO-31
N/A
N/A
Class PT2-I-31B
(3) $
314,962.10
N/A
N/A
N/A
Class PT2-I-32A
(2) $
800,469.16
Class PT2-I-IO-32
N/A
N/A
Class PT2-I-32B
(3) $
800,469.16
N/A
N/A
N/A
Class PT2-I-33A
(2) $
1,789,946.32
Class PT2-I-IO-33
N/A
N/A
Class PT2-I-33B
(3) $
1,789,946.32
N/A
N/A
N/A
Class PT2-I-34A
(2) $
246,026.24
Class PT2-I-IO-34
N/A
N/A
Class PT2-I-34B
(3) $
246,026.24
N/A
N/A
N/A
Class PT2-I-35A
(2) $
240,526.09
Class PT2-I-IO-35
N/A
N/A
Class PT2-I-35B
(3) $
240,526.09
N/A
N/A
N/A
Class PT2-I-36A
(2) $
235,148.02
Class PT2-I-IO-36
N/A
N/A
Class PT2-I-36B
(3) $
235,148.02
N/A
N/A
N/A
Class PT2-I-37A
(2) $
229,889.67
Class PT2-I-IO-37
N/A
N/A
Class PT2-I-37B
(3) $
229,889.67
N/A
N/A
N/A
Class PT2-I-38A
(2) $
224,747.96
Class PT2-I-IO-38
N/A
N/A
Class PT2-I-38B
(3) $
224,747.96
N/A
N/A
N/A
Class PT2-I-39A
(2) $
219,720.65
Class PT2-I-IO-39
N/A
N/A
Class PT2-I-39B
(3) $
219,720.65
N/A
N/A
N/A
Class PT2-I-40A
(2) $
214,805.08
Class PT2-I-IO-40
N/A
N/A
Class PT2-I-40B
(3) $
214,805.08
N/A
N/A
N/A
Class PT2-I-41A
(2) $
209,998.88
Class PT2-I-IO-41
N/A
N/A
Class PT2-I-41B
(3) $
209,998.88
N/A
N/A
N/A
Class PT2-I-42A
(2) $
205,299.52
Class PT2-I-IO-42
N/A
N/A
Class PT2-I-42B
(3) $
205,299.52
N/A
N/A
N/A
Class PT2-I-43A
(2)
$
200,704.50
Class PT2-I-IO-43
N/A
N/A
Class PT2-I-43B
(3) $
200,704.50
N/A
N/A
N/A
Class PT2-I-44A
(2) $ 196,211.99
Class PT2-I-IO-44
N/A
N/A
Class PT2-I-44B
(3) $
196,211.99
N/A
N/A
N/A
Class PT2-I-45A
(2) $
191,819.19
Class PT2-I-IO-45
N/A
N/A
Class PT2-I-45B
(3) $
191,819.19
N/A
N/A
N/A
Class PT2-I-46A
(2) $
187,524.01
Class PT2-I-IO-46
N/A
N/A
Class PT2-I-46B
(3) $
187,524.01
N/A
N/A
N/A
Class PT2-I-47A
(2) $
183,324.63
Class PT2-I-IO-47
N/A
N/A
Class PT2-I-47B
(3) $
183,324.63
N/A
N/A
N/A
Class PT2-I-48A
(2) $
179,218.40
Class PT2-I-IO-48
N/A
N/A
Class PT2-I-48B
(3) $
179,218.40
N/A
N/A
N/A
Class PT2-I-49A
(2) $
175,203.76
Class PT2-I-IO-49
N/A
N/A
Class PT2-I-49B
(3) $
175,203.76
N/A
N/A
N/A
Class PT2-I-50A
(2) $
171,278.36
Class PT2-I-IO-50
N/A
N/A
Class PT2-I-50B
(3) $
171,278.36
N/A
N/A
N/A
Class PT2-I-51A
(2) $
167,440.22
Class PT2-I-IO-51
N/A
N/A
Class PT2-I-51B
(3) $
167,440.22
N/A
N/A
N/A
Class PT2-I-52A
(2) $
163,687.67
Class PT2-I-IO-52
N/A
N/A
Class PT2-I-52B
(3) $
163,687.67
N/A
N/A
N/A
Class PT2-I-53A
(2) $
160,018.48
Class PT2-I-IO-53
N/A
N/A
Class PT2-I-53B
(3) $
160,018.48
N/A
N/A
N/A
Class PT2-I-54A
(2) $
156,430.96
Class PT2-I-IO-54
N/A
N/A
Class PT2-I-54B
(3) $
156,430.96
N/A
N/A
N/A
Class PT2-I-55A
(2) $
178,720.80
Class PT2-I-IO-55
N/A
N/A
Class PT2-I-55B
(3) $
178,720.80
N/A
N/A
N/A
Class PT2-I-56A
(2) $
578,175.77
Class PT2-I-IO-56
N/A
N/A
Class PT2-I-56B
(3) $
578,175.77
N/A
N/A
N/A
Class PT2-I-57A
(2) $
5,978,937.43
Class PT2-I-IO-56
N/A
N/A
Class PT2-I-57B
(3) $
5,978,937.43
N/A
N/A
N/A
Class PT2-I-IO-2
(4)
(4)
N/A
Class PT1-I-2A
March 2006
Class PT2-I-IO-3
(4)
(4)
N/A
Class PT1-I-3A
April 2006
Class PT2-I-IO-4
(4)
(4)
N/A
Class PT1-I-4A
May 2006
Class PT2-I-IO-5
(4)
(4)
N/A
Class PT1-I-5A
June 2006
Class PT2-I-IO-6
(4)
(4)
N/A
Class PT1-I-6A
July 2006
Class PT2-I-IO-7
(4)
(4)
N/A
Class PT1-I-7A
August 2006
Class PT2-I-IO-8
(4)
(4)
N/A
Class PT1-I-8A
September 2006
Class PT2-I-IO-9
(4)
(4)
N/A
Class PT1-I-9A
October 2006
Class PT2-I-IO-10
(4)
(4)
N/A
Class PT1-I-10A
November 2006
Class PT2-I-IO-11
(4)
(4)
N/A
Class PT1-I-11A
December 2006
Class PT2-I-IO-12
(4)
(4)
N/A
Class PT1-I-12A
January 2007
Class PT2-I-IO-13
(4)
(4)
N/A
Class PT1-I-13A
February 2007
Class PT2-I-IO-14
(4)
(4)
N/A
Class PT1-I-14A
March 2007
Class PT2-I-IO-15
(4)
(4)
N/A
Class PT1-I-15A
April 2007
Class PT2-I-IO-16
(4)
(4)
N/A
Class PT1-I-16A
May 2007
Class PT2-I-IO-17
(4)
(4)
N/A
Class PT1-I-17A
June 2007
Class PT2-I-IO-18
(4)
(4)
N/A
Class PT1-I-18A
July 2007
Class PT2-I-IO-19
(4)
(4)
N/A
Class PT1-I-19A
August 2007
Class PT2-I-IO-20
(4)
(4)
N/A
Class PT1-I-20A
September 2007
Class PT2-I-IO-21
(4)
(4)
N/A
Class PT1-I-21A
October 2007
Class PT2-I-IO-22
(4)
(4)
N/A
Class PT1-I-22A
November 2007
Class PT2-I-IO-23
(4)
(4)
N/A
Class PT1-I-23A
December 2007
Class PT2-I-IO-24
(4)
(4)
N/A
Class PT1-I-24A
January 2008
Class PT2-I-IO-25
(4)
(4)
N/A
Class
PT1-I-25A
February 2008
Class PT2-I-IO-26
(4)
(4)
N/A
Class PT1-I-26A
March 2008
Class PT2-I-IO-27
(4)
(4)
N/A
Class
PT1-I-27A
April 2008
Class PT2-I-IO-28
(4)
(4)
N/A
Class PT1-I-28A
May 2008
Class PT2-I-IO-29
(4)
(4)
N/A
Class PT1-I-29A
June 2008
Class PT2-I-IO-30
(4)
(4)
N/A
Class PT1-I-30A
July 2008
Class PT2-I-IO-31
(4)
(4)
N/A
Class PT1-I-31A
August 2008
Class PT2-I-IO-32
(4)
(4)
N/A
Class PT1-I-32A
September 2008
Class PT2-I-IO-33
(4)
(4)
N/A
Class PT1-I-33A
October 2008
Class PT2-I-IO-34
(4)
(4)
N/A
Class PT1-I-34A
November 2008
Class PT2-I-IO-35
(4)
(4)
N/A
Class PT1-I-35A
December 2008
Class PT2-I-IO-36
(4)
(4)
N/A
Class PT1-I-36A
January 2009
Class PT2-I-IO-37
(4)
(4)
N/A
Class PT1-I-37A
February 2009
Class PT2-I-IO-38
(4)
(4)
N/A
Class PT1-I-38A
March 2009
Class PT2-I-IO-39
(4)
(4)
N/A
Class PT1-I-39A
April 2009
Class PT2-I-IO-40
(4)
(4)
N/A
Class PT1-I-40A
May 2009
Class PT2-I-IO-41
(4)
(4)
N/A
Class PT1-I-41A
June 2009
Class PT2-I-IO-42
(4)
(4)
N/A
Class PT1-I-42A
July 2009
Class PT2-I-IO-43
(4)
(4)
N/A
Class PT1-I-43A August
2009
Class PT2-I-IO-44
(4)
(4)
N/A
Class PT1-I-44A
September 2009
Class PT2-I-IO-45
(4)
(4)
N/A
Class PT1-I-45A
October
2009
Class PT2-I-IO-46
(4)
(4)
N/A
Class PT1-I-46A
November 2009
Class PT2-I-IO-47
(4)
(4)
N/A
Class PT1-I-47A
December
2009
Class PT2-I-IO-48
(4)
(4)
N/A
Class PT1-I-48A
January 2010
Class PT2-I-IO-49
(4)
(4)
N/A
Class PT1-I-49A
February 2010
Class PT2-I-IO-50
(4)
(4)
N/A
Class PT1-I-50A
March 2010
Class PT2-I-IO-51
(4)
(4)
N/A
Class PT1-I-51A
April 2010
Class PT2-I-IO-52
(4)
(4)
N/A
Class PT1-I-52A
May 2010
Class PT2-I-IO-53
(4)
(4)
N/A
Class PT1-I-53A
June 2010
Class PT2-I-IO-54
(4)
(4)
N/A
Class PT1-I-54A
July 2010
Class PT2-I-IO-55
(4)
(4)
N/A
Class PT1-I-55A
August 2010
Class PT2-I-IO-56
(4)
(4)
N/A
Class PT1-I-56A
September 2010
Class PT2-I-IO-57
(4)
(4)
N/A
Class PT1-I-57A
October 2010
Class PT2-II-1
(5) $
--
N/A
N/A
N/A
Class PT2-II-2A
(6) $
5,641,182.06
Class PT2-II-IO-2
N/A
N/A
Class PT2-II-2B
(7) $
5,641,182.06
N/A
N/A
N/A
Class PT2-II-3A
(6) $
5,916,474.85
Class PT2-II-IO-3
N/A
N/A
Class PT2-II-3B
(7) $
5,916,474.85
N/A
N/A
N/A
Class PT2-II-4A
(6) $
5,375,174.20
Class PT2-II-IO-4
N/A
N/A
Class PT2-II-4B
(7) $
5,375,174.20
N/A
N/A
N/A
Class PT2-II-5A
(6) $
5,315,841.14
Class PT2-II-IO-5
N/A
N/A
Class PT2-II-5B
(7) $ 5,315,841.14
N/A
N/A
N/A
Class PT2-II-6A
(6) $
5,258,267.38
Class PT2-II-IO-6
N/A
N/A
Class PT2-II-6B
(7) $
5,258,267.38
N/A
N/A
N/A
Class PT2-II-7A
(6) $
5,244,121.19
Class PT2-II-IO-7
N/A
N/A
Class PT2-II-7B
(7) $
5,244,121.19
N/A
N/A
N/A
Class PT2-II-8A
(6) $
5,146,122.43
Class PT2-II-IO-8
N/A
N/A
Class PT2-II-8B
(7) $
5,146,122.43
N/A
N/A
N/A
Class PT2-II-9A
(6) $
5,092,000.32
Class PT2-II-IO-9
N/A
N/A
Class PT2-II-9B
(7) $
5,092,000.32
N/A
N/A
N/A
Class PT2-II-10A
(6) $
5,038,420.23
Class PT2-II-IO-10
N/A
N/A
Class PT2-II-10B
(7) $
5,038,420.23
N/A
N/A
N/A
Class PT2-II-11A
(6) $
4,984,800.89
Class PT2-II-IO-11
N/A
N/A
Class PT2-II-11B
(7) $
4,984,800.89
N/A
N/A
N/A
Class PT2-II-12A
(6) $
4,923,264.81
Class PT2-II-IO-12
N/A
N/A
Class PT2-II-12B
(7) $
4,923,264.81
N/A
N/A
N/A
Class PT2-II-13A
(6) $
4,806,696.17
Class PT2-II-IO-13
N/A
N/A
Class PT2-II-13B
(7) $
4,806,696.17
N/A
N/A
N/A
Class PT2-II-14A
(6) $
4,692,879.05
Class PT2-II-IO-14
N/A
N/A
Class PT2-II-14B
(7) $
4,692,879.05
N/A
N/A
N/A
Class PT2-II-15A
(6) $
4,581,748.98
Class PT2-II-IO-15
N/A
N/A
Class PT2-II-15B
(7) $
4,581,748.98
N/A
N/A
N/A
Class PT2-II-16A
(6) $
4,505,059.37
Class PT2-II-IO-16
N/A
N/A
Class PT2-II-16B
(7) $
4,505,059.37
N/A
N/A
N/A
Class PT2-II-17A
(6) $
4,366,516.75
Class PT2-II-IO-17
N/A
N/A
Class PT2-II-17B
(7) $
4,366,516.75
N/A
N/A
N/A
Class PT2-II-18A
(6)
$
4,263,092.02
Class PT2-II-IO-18
N/A
N/A
Class PT2-II-18B
(7) $
4,263,092.02
N/A
N/A
N/A
Class PT2-II-19A
(6) $ 4,239,123.91 Class
PT2-II-IO-19
N/A
N/A
Class PT2-II-19B
(7) $
4,239,123.91
N/A
N/A
N/A
Class PT2-II-20A
(6) $
6,496,427.52
Class PT2-II-IO-20
N/A
N/A
Class PT2-II-20B
(7) $
6,496,427.52
N/A
N/A
N/A
Class PT2-II-21A
(6)
$120,306,642.66 Class PT2-II-IO-21
N/A
N/A
Class PT2-II-21B
(7)
$120,306,642.66
N/A
N/A
N/A
Class PT2-II-22A
(6) $
996,553.65
Class PT2-II-IO-22
N/A
N/A
Class PT2-II-22B
(7) $
996,553.65
N/A
N/A
N/A
Class PT2-II-23A
(6) $
974,018.19
Class PT2-II-IO-23
N/A
N/A
Class PT2-II-23B
(7) $
974,018.19
N/A
N/A
N/A
Class PT2-II-24A
(6) $
951,990.91
Class PT2-II-IO-24
N/A
N/A
Class PT2-II-24B
(7) $
951,990.91
N/A
N/A
N/A
Class PT2-II-25A
(6) $
930,459.55
Class PT2-II-IO-25
N/A
N/A
Class PT2-II-25B
(7) $
930,459.55
N/A
N/A
N/A
Class PT2-II-26A
(6) $
909,412.94
Class PT2-II-IO-26
N/A
N/A
Class PT2-II-26B
(7) $
909,412.94
N/A
N/A
N/A
Class PT2-II-27A
(6) $
888,840.65
Class PT2-II-IO-27
N/A
N/A
Class PT2-II-27B
(7) $
888,840.65
N/A
N/A
N/A
Class PT2-II-28A
(6) $
868,731.51
Class PT2-II-IO-28
N/A
N/A
Class PT2-II-28B
(7) $
868,731.51
N/A
N/A
N/A
Class PT2-II-29A
(6) $
849,075.07
Class PT2-II-IO-29
N/A
N/A
Class PT2-II-29B
(7) $
849,075.07
N/A
N/A
N/A
Class PT2-II-30A
(6) $
829,861.97
Class PT2-II-IO-30
N/A
N/A
Class PT2-II-30B
(7) $
829,861.97
N/A
N/A
N/A
Class PT2-II-31A
(6) $
811,081.40
Class PT2-II-IO-31
N/A
N/A
Class PT2-II-31B
(7) $
811,081.40
N/A
N/A
N/A
Class PT2-II-32A
(6) $
2,061,345.34
Class PT2-II-IO-32
N/A
N/A
Class PT2-II-32B
(7) $
2,061,345.34
N/A
N/A
N/A
Class PT2-II-33A
(6) $
4,609,418.68
Class PT2-II-IO-33
N/A
N/A
Class PT2-II-33B
(7) $
4,609,418.68
N/A
N/A
N/A
Class PT2-II-34A
(6) $
633,559.76
Class PT2-II-IO-34
N/A
N/A
Class PT2-II-34B
(7) $
633,559.76
N/A
N/A
N/A
Class PT2-II-35A
(6) $
619,395.91
Class PT2-II-IO-35
N/A
N/A
Class PT2-II-35B
(7) $
619,395.91
N/A
N/A
N/A
Class PT2-II-36A
(6) $
605,546.48
Class PT2-II-IO-36
N/A
N/A
Class PT2-II-36B
(7) $
605,546.48
N/A
N/A
N/A
Class PT2-II-37A
(6) $
592,005.33
Class PT2-II-IO-37
N/A
N/A
Class PT2-II-37B
(7) $
592,005.33
N/A
N/A
N/A
Class PT2-II-38A
(6) $
578,764.54
Class PT2-II-IO-38
N/A
N/A
Class PT2-II-38B
(7) $
578,764.54
N/A
N/A
N/A
Class PT2-II-39A
(6) $
565,818.35
Class PT2-II-IO-39
N/A
N/A
Class PT2-II-39B
(7) $
565,818.35
N/A
N/A
N/A
Class PT2-II-40A
(6) $
553,159.92
Class PT2-II-IO-40
N/A
N/A
Class PT2-II-40B
(7) $
553,159.92
N/A
N/A
N/A
Class PT2-II-41A
(6) $
540,783.12
Class PT2-II-IO-41
N/A
N/A
Class PT2-II-41B
(7) $
540,783.12
N/A
N/A
N/A
Class PT2-II-42A
(6) $
528,681.48
Class PT2-II-IO-42
N/A
N/A
Class PT2-II-42B
(7) $
528,681.48
N/A
N/A
N/A
Class PT2-II-43A
(6) $
516,848.50
Class PT2-II-IO-43
N/A
N/A
Class PT2-II-43B
(7) $
516,848.50
N/A
N/A
N/A
Class PT2-II-44A
(6) $
505,279.51
Class PT2-II-IO-44
N/A
N/A
Class PT2-II-44B
(7) $
505,279.51
N/A
N/A
N/A
Class PT2-II-45A
(6) $
493,967.31 Class
PT2-II-IO-45
N/A
N/A
Class PT2-II-45B
(7) $
493,967.31
N/A
N/A
N/A
Class PT2-II-46A
(6) $
482,906.49
Class PT2-II-IO-46
N/A
N/A
Class PT2-II-46B
(7) $
482,906.49
N/A
N/A
N/A
Class PT2-II-47A
(6) $
472,092.37
Class PT2-II-IO-47
N/A
N/A
Class PT2-II-47B
(7) $
472,092.37
N/A
N/A
N/A
Class PT2-II-48A
(6) $
461,518.10
Class PT2-II-IO-48
N/A
N/A
Class PT2-II-48B
(7) $
461,518.10
N/A
N/A
N/A
Class PT2-II-49A
(6) $
451,179.74
Class PT2-II-IO-49
N/A
N/A
Class PT2-II-49B
(7) $
451,179.74
N/A
N/A
N/A
Class PT2-II-50A
(6) $
441,071.14
Class PT2-II-IO-50
N/A
N/A
Class PT2-II-50B
(7) $
441,071.14
N/A
N/A
N/A
Class PT2-II-51A
(6) $
431,187.28
Class PT2-II-IO-51
N/A
N/A
Class PT2-II-51B
(7) $
431,187.28
N/A
N/A
N/A
Class PT2-II-52A
(6) $
421,523.83
Class PT2-II-IO-52
N/A
N/A
Class PT2-II-52B
(7) $
421,523.83
N/A
N/A
N/A
Class PT2-II-53A
(6) $
412,075.02
Class PT2-II-IO-53
N/A
N/A
Class PT2-II-53B
(7) $
412,075.02
N/A
N/A
N/A
Class PT2-II-54A
(6) $
402,836.54
Class PT2-II-IO-54
N/A
N/A
Class PT2-II-54B
(7) $
402,836.54
N/A
N/A
N/A
Class PT2-II-55A
(6) $
460,236.70
Class PT2-II-IO-55
N/A
N/A
Class PT2-II-55B
(7) $
460,236.70
N/A
N/A
N/A
Class PT2-II-56A
(6) $
1,488,901.73
Class PT2-II-IO-56
N/A
N/A
Class PT2-II-56B
(7)
$
1,488,901.73
N/A
N/A
N/A
Class PT2-II-57A
(6) $
15,396,789.07 Class
PT2-II-IO-57
N/A
N/A
Class PT2-II-57B
(7) $
15,396,789.07
N/A
N/A
N/A
Class PT2-II-IO-2
(4)
(4)
N/A
Class PT1-II-2A
March 2006
Class PT2-II-IO-3
(4)
(4)
N/A
Class PT1-II-3A
April 2006
Class PT2-II-IO-4
(4)
(4)
N/A
Class PT1-II-4A
May 2006
Class PT2-II-IO-5
(4)
(4)
N/A
Class PT1-II-5A
June 2006
Class PT2-II-IO-6
(4)
(4)
N/A
Class PT1-II-6A
July 2006
Class PT2-II-IO-7
(4)
(4)
N/A
Class PT1-II-7A
August 2006
Class PT2-II-IO-8
(4)
(4)
N/A
Class PT1-II-8A
September 2006
Class PT2-II-IO-9
(4)
(4)
N/A
Class PT1-II-9A
October 2006
Class PT2-II-IO-10
(4)
(4)
N/A
Class PT1-II-10A
November 2006
Class PT2-II-IO-11
(4)
(4)
N/A
Class PT1-II-11A
December 2006
Class PT2-II-IO-12
(4)
(4)
N/A
Class PT1-II-12A
January 2007
Class PT2-II-IO-13
(4)
(4)
N/A
Class PT1-II-13A
February 2007
Class PT2-II-IO-14
(4)
(4)
N/A
Class PT1-II-14A
March 2007
Class PT2-II-IO-15
(4)
(4)
N/A
Class PT1-II-15A
April 2007
Class PT2-II-IO-16
(4)
(4)
N/A
Class PT1-II-16A
May 2007
Class PT2-II-IO-17
(4)
(4)
N/A
Class PT1-II-17A
June 2007
Class PT2-II-IO-18
(4)
(4)
N/A
Class PT1-II-18A
July 2007
Class PT2-II-IO-19
(4)
(4)
N/A
Class PT1-II-19A
August 2007
Class PT2-II-IO-20
(4)
(4)
N/A
Class PT1-II-20A
September 2007
Class PT2-II-IO-21
(4)
(4)
N/A
Class PT1-II-21A
October 2007
Class PT2-II-IO-22
(4)
(4)
N/A
Class PT1-II-22A
November 2007
Class PT2-II-IO-23
(4)
(4)
N/A
Class PT1-II-23A
December 2007
Class PT2-II-IO-24
(4)
(4)
N/A
Class PT1-II-24A
January 2008
Class PT2-II-IO-25
(4)
(4)
N/A
Class PT1-II-25A
February 2008
Class PT2-II-IO-26
(4)
(4)
N/A
Class PT1-II-26A
March 2008
Class PT2-II-IO-27
(4)
(4)
N/A
Class PT1-II-27A
April 2008
Class PT2-II-IO-28
(4)
(4)
N/A
Class PT1-II-28A
May 2008
Class PT2-II-IO-29
(4)
(4)
N/A
Class PT1-II-29A
June 2008
Class PT2-II-IO-30
(4)
(4)
N/A
Class PT1-II-30A
July 2008
Class PT2-II-IO-31
(4)
(4)
N/A
Class PT1-II-31A
August 2008
Class PT2-II-IO-32
(4)
(4)
N/A
Class PT1-II-32A
September 2008
Class PT2-II-IO-33
(4)
(4)
N/A
Class PT1-II-33A
October 2008
Class PT2-II-IO-34
(4)
(4)
N/A
Class PT1-II-34A
November 2008
Class PT2-II-IO-35
(4)
(4)
N/A
Class PT1-II-35A
December 2008
Class PT2-II-IO-36
(4)
(4)
N/A
Class PT1-II-36A
January 2009
Class PT2-II-IO-37
(4)
(4)
N/A
Class PT1-II-37A
February 2009
Class PT2-II-IO-38
(4)
(4)
N/A
Class PT1-II-38A
March 2009
Class PT2-II-IO-39
(4)
(4)
N/A
Class PT1-II-39A
April 2009
Class PT2-II-IO-40
(4)
(4)
N/A
Class PT1-II-40A
May 2009
Class PT2-II-IO-41
(4)
(4)
N/A
Class PT1-II-41A
June 2009
Class PT2-II-IO-42
(4)
(4)
N/A
Class PT1-II-42A
July 2009
Class PT2-II-IO-43
(4)
(4)
N/A
Class PT1-II-43A
August 2009
Class PT2-II-IO-44
(4)
(4)
N/A
Class PT1-II-44A
September 2009
Class PT2-II-IO-45
(4)
(4)
N/A
Class PT1-II-45A
October 2009
Class PT2-II-IO-46
(4)
(4)
N/A
Class PT1-II-46A
November 2009
Class PT2-II-IO-47
(4)
(4)
N/A
Class PT1-II-47A
December 2009
Class PT2-II-IO-48
(4)
(4)
N/A
Class PT1-II-48A
January 2010
Class PT2-II-IO-49
(4)
(4)
N/A
Class PT1-II-49A
February 2010
Class PT2-II-IO-50
(4)
(4)
N/A
Class PT1-II-50A
March 2010
Class PT2-II-IO-51
(4)
(4)
N/A
Class PT1-II-51A
April 2010
Class PT2-II-IO-52
(4)
(4)
N/A
Class PT1-II-52A
May 2010
Class PT2-II-IO-53
(4)
(4)
N/A
Class PT1-II-53A
June 2010
Class PT2-II-IO-54
(4)
(4)
N/A
Class PT1-II-54A
July 2010
Class PT2-II-IO-55
(4)
(4)
N/A
Class PT1-II-55A
August 2010
Class PT2-II-IO-56
(4)
(4)
N/A
Class PT1-II-56A
September 2010
Class PT2-II-IO-57
(4)
(4)
N/A
Class PT1-II-57A
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 the Group I 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 the Group I Mortgage Loans 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 the Group I Mortgage Loans and
having a
"B" in their class designation.
(4) Each
Pooling-Tier REMIC-2 IO Interest 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-1 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
related
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 the Group II Mortgage Loans 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 the Group II Mortgage Loans 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 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
to the
outstanding Pooling-Tier REMIC-2 Regular Interests (other than the
Pooling-Tier
REMIC-2 IO Interests) relating to the Group II 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 II 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.
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.
Corresponding
Lower Tier
Upper Tier
Lower Tier REMIC
REMIC
Initial Lower Tier
REMIC Regular
Class Designation Interest Rate REMIC Principal
Amount
Interest
--------------------------------------------------------------------------------
Class LT-A-1A
(1) 1/4
Corresponding Upper Tier
A-1A
REMIC Regular Interest
initial Class Principal
Balance
Class LT-A-1B
(1) 1/4
Corresponding Upper Tier
A-1B
REMIC Regular Interest
initial Class Principal
Balance
Class LT-A-2A
(1) 1/4
Corresponding Upper Tier
A-2A
REMIC Regular Interest
initial Class Principal
Balance
Class LT-A-2B
(1) 1/4
Corresponding Upper Tier
A-2B
REMIC Regular Interest
initial Class Principal
Balance
Class LT-A-2C
(1) 1/4
Corresponding Upper Tier
A-2C
REMIC Regular Interest
initial Class Principal
Balance
Class LT-M-1
(1) 1/4
Corresponding Upper Tier
M-1
REMIC
Regular Interest
initial Class Principal
Balance
Class LT-M-2
(1) 1/4
Corresponding Upper Tier
M-2
REMIC Regular Interest
initial Class Principal
Balance
Class LT-M-3
(1) 1/4
Corresponding Upper Tier
M-3
REMIC Regular Interest
initial Class Principal
Balance
Class LT-B-1
(1) 1/4
Corresponding Upper Tier
B-1
REMIC Regular Interest
initial Class Principal
Balance
Class LT-B-2
(1) 1/4
Corresponding Upper Tier
B-2
REMIC Regular Interest
initial Class Principal
Balance
Class LT-B-3
(1) 1/4
Corresponding Upper Tier
B-3
REMIC Regular Interest
initial Class Principal
Balance
Class LT-B-4
(1) 1/4
Corresponding Upper Tier
B-4
REMIC Regular Interest
initial Class Principal
Balance
Class LT-Accrual
(1) 1/4
Pool Stated Principal
N/A
Balance plus 1/4 Subordinated
Amount
Class LT-
(1)
0.01% initial Group
N/A
Group I(SUB)
Subordinate Amount of the
Group I Mortgage Loans (6)
Class LT-
(2)
0.01% initial aggregate
N/A
Group I
Stated Principal Balance of
the Group I Mortgage
Loans (6)
Class LT-
(1)
0.01% initial Group
N/A
Group II(SUB)
Subordinate Amount of the
Group II Mortgage Loans (6)
Class LT-
(3)
0.01% initial aggregate
N/A
Group II
Stated Principal Balance of
the Group II Mortgage
Loans (6)
Class LT-XX
(1) 1/2
initial aggregate Stated
N/A
Principal Balance of the
Mortgage Loans, less
aggregate Initial Lower Tier
REMIC Principal Amounts of
Class LT-Group I(SUB),
Class LT-Group I,
Class LT-Group II(SUB) and
Class LT-Group II Interests
Class LT-IO
(4)
(4)
N/A
Class LT-R
(5)
(5)
N/A
------------------------
(1) The interest
rate with respect to any Distribution Date for these
interests
is a per annum variable rate equal to the Lower Tier REMIC WAC
Cap.
(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) This
Lower-Tier Regular Interest is an interest-only interest and does
not
have a
Lower-Tier REMIC 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.
(5) 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.
(6) For all
Distribution Dates, the Lower Tier Principal Amount of these
Lower
Tier REMIC
Regular Interests shall be rounded to eight decimal places.
Each Lower Tier REMIC Regular Interest is hereby designated as
a
regular interest in the Lower Tier REMIC. The Class LT-A-1A, Class
LT-A-1B,
Class LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-M-1, Class
LT-M-2, Class
LT-M-3, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4
Interests are
hereby designated the LT Accretion Directed Classes (the "LT
Accretion Directed
Classes").
On each Distribution Date, 25% of the increase in the
Subordinated
Amount shall be payable as a reduction of the Lower Tier REMIC
Principal Amount
of the LT Accretion Directed Classes (each such Class will be
reduced by an
amount equal to 25% 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 REMIC
Principal Amount of the Class LT-Accrual Interest. On each
Distribution Date,
the increase in the Lower Tier REMIC Principal Amount of the Class
LT-Accrual
Interest may not exceed interest accruals for such Distribution
Date for the
Class LT-Accrual Interest. 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) 25% to the Class
LT-Accrual
Interest, (ii) 25% 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 25% of the principal amounts and
Subsequent
Recoveries allocated to their respective Corresponding Classes),
until paid in
full and (iii) 50% to Class LT-Group I(SUB) Interest, Class
LT-Group I Interest,
Class LT-Group II(SUB) Interest, Class LT-Group II Interest and
Class LT-XX
Interest (and further allocated among these Lower Tier REMIC
Regular Interests
in the manner described in the next sentence). As among the Class
LT-Group
I(SUB) Interest, Class LT-Group I Interest, Class LT-Group II(SUB)
Interest,
Class LT-Group II Interest and Class LT-XX Interest, all payments
of scheduled
principal and prepayments of principal generated by the Mortgage
Loans and
Subsequent Recoveries referred to in clause (iii) of the previous
sentence shall
be allocated (i) first, to the Class LT-Group I(SUB) Interest, and
Class
LT-Group II(SUB) Interest, each from the related Loan Group, so
that their
respective Lower Tier REMIC Principal Amount (computed to at least
eight decimal
places) is equal to 0.01% of the related Group Subordinate Amount
(except that
if any such amount is a larger number than in the preceding
distribution period,
the least amount of principal shall be distributed to the Class
LT-Group I(SUB)
Interest and Class LT-Group II(SUB) Interest, as applicable, such
that the Lower
Tier REMIC Subordinated Balance Ratio is maintained); (ii) second,
to the Class
LT-Group I Interest and the Class LT-Group II Interest 0.01% of the
principal
collected in respect of the related Loan Group; and (iii) third,
any remaining
amounts of principal shall be distributed to the Class LT-XX
Interest.
Notwithstanding the above, principal payments allocated to the
Class X Interest
that result in the reduction in the Subordinated Amount shall be
allocated (i)
50% to the Class LT-Accrual Interest (until paid in full) and (ii)
50% to the
Class LT-Group I(SUB) Interest, the Class LT-Group II(SUB)
Interest, the Class
LT-Group I Interest, the Class LT-Group II Interest and the Class
LT-XX Interest
(and allocated among these Lower Tier REMIC Regular Interests in a
manner
similar to that described in the immediately preceding
sentence).
Reductions to Lower Tier REMIC Principal Amounts as a result of
Realized Losses and increases in Lower Tier REMIC Principal Amounts
as a result
of Subsequent Recoveries shall be applied so that after all
distributions have
been made on each Distribution Date (i) the Lower Tier REMIC
Principal Amount of
each LT Accretion Directed Class is equal to 25% of the Class
Certificate
Balance of its Corresponding Class, (ii) the Class LT-Accrual
Interest is equal
to 25% of the aggregate Stated Principal Balance of the Mortgage
Loans plus 25%
of the Subordinated Amount, (iii) the Class LT-Group I(SUB)
Interest is equal to
0.01% of the Group Subordinate Amount of the Group I Mortgage
Loans, (iv) the
Class LT-Group II(SUB) Interest is equal to 0.01% of the Group
Subordinate
Amount of the Group II Mortgage Loans, (v) the Class LT-Group I
Interest is
equal to 0.01% of the aggregate Stated Principal Balance of the
Group I Mortgage
Loans, (vi) the Class LT-Group II Interest is equal to 0.01% of the
aggregate
Stated Principal Balance of the Group II Mortgage Loans and (vii)
the remainder
shall be applied to the Class LT-XX Interest.
Upper-Tier REMIC
The Upper Tier REMIC shall issue the following classes of Upper
Tier
REMIC Regular 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.
Initial Upper
Corresponding
Upper Tier REMIC
Upper Tier REMIC Tier REMIC
Class of
Class Designation
Interest Rate Principal Amount
Certificates
--------------------------------------------------------------------------
Class A-1A
(1)
$ 140,354,000
Class A-1A
Class A-1B
(1)
$ 15,594,000
Class A-1B
Class A-2A
(2)
$ 231,653,000
Class A-2A
Class A-2B
(2)
$ 92,062,000
Class A-2B
Class A-2C
(2)
$ 77,878,000
Class A-2C
Class M-1
(3)
$ 61,708,000
Class M-1
Class M-2
(3)
$ 37,891,000
Class M-2
Class M-3
(3)
$ 10,826,000
Class M-3
Class B-1
(3)
$ 10,104,000
Class B-1
Class B-2
(3)
$
9,022,000
Class B-2
Class B-3
(3)
$
7,578,000
Class B-3
Class B-4
(3)
$
7,218,000
Class B-4
Class IO
(4)
(4)
Class X
(5)
$ 19,848,085
Class X(5)
Class UT-R
(6)
$
0
Class R
------------------------
(1) 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 Group I Loan Cap) for the
Corresponding
Class of
Certificates and (ii) the Lower-Tier Interest Rate for the
Class
LT-Group I
Interest (the "Upper-Tier REMIC Loan Group I Rate").
(2) 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 Group II Loan Cap) for the
Corresponding
Class of
Certificates and (ii) the Lower-Tier Interest Rate for the
Class
LT-Group
II Interest (the "Upper-Tier REMIC Loan Group II Rate").
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
interest
shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the applicable WAC Cap) for the
Corresponding Class of Certificates and (ii) the Upper-Tier REMIC
Pool Cap
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 $19,848,085 but
it 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 REMIC 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 Lower Tier REMIC WAC Cap over the product of (i) 2 and (ii)
the
weighted average Lower Tier REMIC Interest Rate of the Lower
Tier
REMIC
Regular Interests (other than Class LT-Group I(SUB), Class
LT-Group
I, Class
LT-Group II(SUB), Class LT-Group II, Class LT-XX and Class
LT-IO
Interests),
where the Lower Tier REMIC Interest Rate on the Class
LT-Accrual
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.
Certificates
Class Designation Class Pass-Through Rate
Class
Certificate Balance
-----------------------------------------------------------------------
Class A-1A(8)
(1)
$ 140,354,000
Class A-1B(8)
(1)
$ 15,594,000
Class A-2A(8)
(2)
$ 231,653,000
Class A-2B(8)
(3)
$ 92,062,000
Class A-2C(8)
(4)
$ 77,878,000
Class M-1(8)
(5)
$ 61,708,000
Class M-2(8)
(5)
$ 37,891,000
Class M-3(8)
(5)
$ 10,826,000
Class B-1(8)
(5)
$ 10,104,000
Class B-2(8)
(5)
$
9,022,000
Class B-3(8)
(5)
$
7,578,000
Class B-4(8)
(5)
$
7,218,000
Class X
(6)
(6)
Class R
(7)
$
0
----------------------
(1) The Class
A-1A and Class A-1B Certificates will bear interest during each
Interest
Accrual Period at a per annum rate equal to the lesser of (i)
LIBOR plus
the applicable Pass-Through Margin and (ii) the Group I Loan
Cap.
(2) The Class
A-2A Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the lesser of (i) LIBOR
plus
the
applicable Pass-Through Margin and (ii) the Group II Loan Cap.
(3) The Class
A-2B Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the lesser of (i) LIBOR
plus
the
applicable Pass-Through Margin and (ii) the Group II Loan Cap.
(4) The Class
A-2C Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the lesser of (i) LIBOR
plus
the
applicable Pass-Through Margin and (ii) the Group II Loan Cap.
(5) The Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and
Class B-4
Certificates will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (i) LIBOR plus the
applicable
Pass-Through Margin and (ii) the Pool Cap.
(6) The Class X
Certificates will represent beneficial ownership of the Class
X
Interest, the Class IO Interest, the right to receive Class IO
Shortfalls, the Cap Agreements, amounts in the Swap Account,
subject to
the
obligation to pay Net Swap Payments and Upper Tier Carry
Forward
Amounts
and, without duplication, Basis Risk Carry Forward Amounts and
amounts in
the Excess Reserve Fund Account, subject to the obligation to
make
payments from the Excess Reserve Fund Account in respect of
Basis
Risk Carry
Forward Amounts. For federal income tax purposes, the
Securities
Administrator will treat a Class X Certificateholder's
obligation
to make payments of Upper Tier Carry Forward Amounts and,
without
duplication, Basis Risk Carry Forward Amounts to the LIBOR
Certificates from the Excess Reserve Fund Account and the Swap
Account to
the LIBOR
Certificateholders as payments made pursuant to an interest
rate
cap
contract written by the Class X Certificateholders in favor of
each
Class of
LIBOR Certificates. Such rights of the Class X
Certificateholders
and LIBOR
Certificateholders shall be treated as held in a portion of the
Trust Fund
that is treated as a grantor trust under subpart E, Part I of
subchapter
J of the Code. The Class X Certificates do not have a Class
Certificate Balance.
(7) The Class R
Certificates do not have a principal balance or an interest
rate.
(8) Each of
these Certificates will represent not only the ownership of the
Corresponding Class of Upper Tier REMIC Regular Interest but also
the
right to
receive payments from the Excess Reserve Fund Account and Swap
Account in
respect of any Basis Risk Carry Forward Amounts and, without
duplication, from the Swap Account in respect of Upper Tier Carry
Forward
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 LIBOR Certificates on
any such
Distribution Date in excess of the amount distributable on
their
Corresponding Class of Upper Tier Regular Interest on such
Distribution
Date shall
be treated as having been paid from the Excess Reserve Fund
Account or
the 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
LIBOR
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 LIBOR Certificateholder's right to
receive
payments
from the Excess Reserve Fund Account and 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 except that one Certificate in
each Class may
be issued in a different amount. The minimum denomination for each
of the Class
P and Class X Certificates will be a 1% Percentage Interest in such
Class, and
the minimum denomination for the Class R Certificates shall be 100%
Percentage
Interest in such Class.
Set forth below are designations of Classes of Certificates to
the
categories used herein:
Book-Entry Certificates...... All Classes of Certificates other
than the
Physical Certificates.
Class A Certificates......... Class A-1A, Class A-1B, Class A-2A,
Class A-2B and
Class A-2C Certificates.
Class B Certificates......... Class B-1, Class B-2, Class B-3 and
Class B-4
Certificates.
Class M Certificates......... Class M-1, Class M-2 and Class M-3
Certificates.
Delay Certificates........... None.
ERISA-Restricted
Certificates............... Class B-4, Class R, Class P and Class
X
Certificates; any certificate with a rating below
the lowest applicable permitted rating under the
Underwriters' Exemption.
LIBOR Certificates........... Class A and Subordinated
Certificates.
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 A-1A, Class B-4, Class P, Class
X and Class
R Certificates.
Rating Agencies.............. Moody's, Fitch, Standard & Poor's
and DBRS.
Regular Certificates......... All Classes of Certificates other
than the Class P
and Class R Certificates.
Residual Certificates........ Class R Certificates.
Subordinated Certificates.... Class M and Class B Certificates.
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 Account, the Distribution
Account,
any Escrow Account, the Swap Account or the Excess Reserve Fund
Account. Each
Account shall be an Eligible Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of LIBOR Certificates, the
amount of
interest accrued during the related Interest Accrual Period at the
applicable
Pass-Through Rate on the related Class Certificate Balance
immediately prior to
such Distribution Date, as reduced by such Class' share of Net
Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution
Date allocated to such Class pursuant to Section 4.02.
Additional Form 10-D Disclosure: As defined in Section 8.12(b).
Additional
Form 10-K Disclosure: As defined in Section 8.12(c).
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 10.11.
Advancing Person: The Person to whom the Servicer's rights
under
this Agreement to be reimbursed for any P&I Advances or
Servicing Advances have
been assigned pursuant to Section 10.11.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with such first Person. For
the purposes
of this definition, "control" means the power to direct the
management and
policies of such Person, directly or indirectly, whether through
the ownership
of voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Amount Held for Future Distribution: As to the Certificates on
any
Distribution Date, the aggregate amount held in the Collection
Account at the
close of business on the related Determination Date on account of
(i) Principal
Prepayments, Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds and
Subsequent Recoveries 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
LIBOR Certificates after distributions of principal on such
Distribution Date
exceeds the aggregate Stated Principal Balance of the Mortgage
Loans for such
Distribution Date.
Appraised Value: 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 Servicer on or prior to the related
Determination
Date, together with any P&I Advances in respect thereof; (ii)
all Condemnation
Proceeds, Insurance Proceeds, Liquidation Proceeds and Subsequent
Recoveries
received by the Servicer 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 Servicer during
the related
Prepayment Period together with all Compensating Interest paid by
the Servicer
in connection therewith (excluding any Prepayment Charges); (iv)
all
Substitution Adjustment Amounts with respect to substitutions of
Mortgage Loans
that occur on or prior to the related Determination Date; (v) all
amounts
received with respect to such Distribution Date as the Repurchase
Price in
respect of a Mortgage Loan repurchased on or prior to the related
Determination
Date; and (vi) the proceeds with respect to the termination of the
Trust Fund
pursuant to clause (a) of Section 9.01; reduced by (y) amounts in
reimbursement
for Advances previously made with respect to the Mortgage Loans and
other
amounts as to which the Servicer, the Depositor 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 (not including the payment due on its stated
maturity
date) that 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 Carry Forward Amount: With respect to each Class of
LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on
such
Distribution Date the Pass-Through Rate for any Class of LIBOR
Certificates is
based upon a Group Loan Cap or the Pool Cap, as applicable, 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 rate
been calculated as the sum of LIBOR and the applicable Pass-Through
Margin on
such Class of Certificates for such Distribution Date, over (ii)
the Accrued
Certificate Interest Distribution Amount payable on such Class of
Certificates
at, with respect to the Class A-1A and Class A-1B Certificates, the
Group I Loan
Cap, with respect to the Class A-2A, Class A-2B and Class A-2C
Certificates, the
Group II Loan Cap, and with respect to each other Class of LIBOR
Certificates,
the Pool Cap, as applicable, for such Distribution Date and (B) the
portion of
any such excess described in clause (A) for such Class of
Certificates from 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 Carry Forward
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 Carry Forward 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
State of New
York, California, New Jersey or Delaware, (b) the State in which
the Servicer's
servicing operations are located, or (c) any State in which the
Corporate Trust
Office is located, are authorized or obligated by law or executive
order to be
closed.
Cap Agreements: The Class M Cap Agreement and the Class B Cap
Agreement.
Cap Provider: Barclays Bank PLC, a bank authorized and regulated
by
the United Kingdom's Financial Services Authority and a member of
the London
Stock Exchange, and its successors in interest.
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
Unpaid
Realized Loss Amount for such Class or Classes for such
Distribution Date). The
Class P, Class X 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) 54.50% 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 $3,608,680.
Class A-1A Certificates: All Certificates bearing the class
designation of "Class A-1A".
Class A-1B Certificates: All Certificates bearing the class
designation of "Class A-1B".
Class A-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 B Cap Agreement: The interest rate cap agreement, dated
February 28, 2006, between the Cap Provider and the Securities
Administrator,
relating to the Class B Certificates, a copy of which is attached
hereto as
Exhibit U.
Class B Certificates: As specified in the Preliminary
Statement.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1".
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount 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) and (E) the Class Certificate Balance of the
Class B-1
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) 87.90% 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
$3,608,680.
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
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) 90.40% 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 $3,608,680.
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
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) 92.50% 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
$3,608,680.
Class B-4 Principal Distribution Amount: With respect to any
Distribution Date is 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 that
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 that 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 that 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
that
Distribution Date), (e) 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 that Distribution Date), (f) 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
that
Distribution Date), (g) the Class Certificate Balance of the Class
B-3
Certificates (after taking into account the distribution of the
Class B-3
Principal Distribution Amount for that Distribution Date) and (h)
Class
Certificate Balance of the Class B-4 Certificates immediately prior
to that
Distribution Date over (ii) the lesser of (a) approximately 94.50%
of the
aggregate Stated Principal Balance of the mortgage loans for that
Distribution
Date and (b) the excess, if any, of the aggregate Stated Principal
Balance of
the mortgage loans for that Distribution Date over $3,608,680.
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
reduction for any Basis Risk Payment or Swap Termination Payments)
on such
Distribution Date, all as further provided in Section 8.13.
Class LT-R Interest: The sole class of "residual interest" in
the
Lower Tier REMIC evidenced by the Class R Certificates.
Class M Cap Agreement: The interest rate cap agreement, dated
February 28, 2006, between the Cap Provider and the Securities
Administrator,
relating to the Class M Certificates, a copy of which is attached
hereto as
Exhibit T.
Class M Certificates: As specified in the Preliminary
Statement.
Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1".
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), and (B) the Class Certificate Balance of the Class M-1
Certificates
immediately prior to such Distribution Date over (ii) the lesser of
(A) 71.60%
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
$3,608,680.
Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2".
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount 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) and (C) the Class Certificate
Balance of the
Class M-2 Certificates immediately prior to such Distribution Date
over (ii) the
lesser of (A) 82.10% 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
$3,608,680.
Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3".
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount 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) and
(D) the Class
Certificate Balance of the Class M-3 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 85.10% 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 $3,608,680.
Class P Certificates: All Certificates bearing the class
designation
of "Class P".
Class PT1-R Interest: The residual interest in Pooling-Tier
REMIC-1
as described in the Preliminary Statement and the related footnote
thereto.
Class PT2-R Interest: The residual interest in Pooling-Tier
REMIC-2
as described in the Preliminary Statement and the related footnote
thereto.
Class R Certificates: All Certificates bearing the class
designation
of "Class R".
Class UT-R Interest: The sole class of "residual interest" in
the
Upper Tier REMIC evidenced by the Class R Certificate.
Class X Certificates: All Certificates bearing the class
designation
of "Class X".
Class X Distributable Amount: On any Distribution Date, the sum
of
(i) as a distribution in respect of interest, the amount of
interest that has
accrued on the Class X Interest (as set forth in the Preliminary
Statement) and
not applied as an Extra Principal Distribution Amount on such
Distribution Date,
plus any such accrued interest remaining undistributed from prior
Distribution
Dates, plus (without duplication) (ii) as a distribution in respect
of
principal, any portion of the principal balance of the Class X
Interest which is
distributable as a Subordination Reduction Amount, minus (iii) any
amounts paid
from the Excess Reserve Fund Account to pay any Basis Risk Carry
Forward Amount
or any Swap Termination Payment.
Class X Interest: The Upper Tier REMIC Regular Interest
represented
by the Class X Certificates as specified and described in the
Preliminary
Statement and the related footnote thereto.
Closing Date: February 28, 2006.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: As defined in Section 3.10(a).
Combined Loan-to-Value Ratio or CLTV: As of any date and as to
any
Second-Lien Mortgage Loan, the ratio (expressed as a percentage) of
the (a) sum
of (i) the outstanding principal balance of the Second-Lien
Mortgage Loan and
(ii) the outstanding principal balance as of such date of any
mortgage loan or
mortgage loans that are senior or equal in priority to the
Second-Lien Mortgage
Loan and which are secured by the same Mortgaged Property to (b)
(i) in the case
of a purchase, the lesser of (A) the sale price of the Mortgaged
Property and
(B) the lesser of (y) its appraised value at the time of sale or
(z) the
appraised value determined by a review appraisal conducted by the
Responsible
Party, or (ii) in the case of a refinancing or modification, the
lesser of (A)
the appraised value of the Mortgaged property at the time of the
refinancing or
modification or (B) the appraised value determined by a review
appraisal
conducted by the Responsible Party.
Commission: The United States Securities and Exchange
Commission.
Compensating Interest: For any Distribution Date, the lesser of
(a)
the amount, if any, by which the Prepayment Interest Shortfall, if
any, for such
Distribution Date, with respect to voluntary Principal Prepayments
(excluding
any payments made upon liquidation of any Mortgage Loan) exceeds
all Prepayment
Interest Excesses for such Distribution Date, and (b) the amount of
the
Servicing Fee payable to the Servicer for such Distribution
Date.
Condemnation Proceeds: All awards or settlements in respect of
a
Mortgaged Property, whether permanent or temporary, partial or
entire, by
exercise of the power of eminent domain or condemnation.
Convertible Mortgage Loan: Any individual Adjustable Rate
Mortgage
Loan purchased pursuant to this Agreement which contains a
provision whereby the
Mortgagor is permitted to convert the Adjustable Rate Mortgage Loan
to a Fixed
Rate Mortgage Loan in accordance with the terms of the related
Mortgage Note.
Corporate Trust Office: (i) When used with respect to the
Trustee,
the designated office of the Trustee at which at any particular
time its
corporate trust business with respect to this Agreement is
administered, which
office at the date of the execution of this Agreement is located at
209 South
LaSalle Street, Suite 300, Chicago, Illinois 60604, Attention:
Corporate Trust
Services, SABR 2006-WM1, and which is the office to which notices
to and
correspondence with the Trustee should be directed, and (ii) when
used with
respect to the Securities Administrator, the designated office of
the Securities
Administrator located (i) for purposes of Certificate transfers, at
Wells Fargo
Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479,
Attention: Client Manager - SABR 2006-WM1 and (ii) for all other
purposes, at
9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Client
Manager-SABR 2006-WM1, facsimile no. (410) 715-2380, and which is
the address to
which notices to and correspondence with the Securities
Administrator should be
directed.
Corresponding Actual Crossover Distribution Date: For each
Pooling-Tier REMIC-2 IO Interest, the related Corresponding
Scheduled Crossover
Distribution Date, unless on such date two times the aggregate
Pooling-Tier
REMIC-2 IO Notional Balance of each other Pooling-Tier REMIC-2 IO
Interest then
outstanding is less than the scheduled swap notional amount of the
Interest Rate
Swap Agreement applicable for such Distribution Date, in which case
the
Corresponding Actual Crossover Distribution Date for such
Pooling-Tier REMIC-2
IO Interest shall be the first Distribution Date thereafter on
which two times
the Pooling-Tier REMIC-2 IO Notional Balance of each other
Pooling-Tier REMIC-2
IO Interest then outstanding is greater than or equal to the
scheduled swap
notional amount of the Interest Rate Swap Agreement.
Corresponding Class: The class of interests in the Lower-Tier
REMIC
or Upper-Tier REMIC created under this Agreement that corresponds
to the Class
of interests in the other such REMIC, as applicable, or to a Class
of
Certificates in the manner set out below:
Corresponding
Corresponding
Lower Tier REMIC
Upper Tier REMIC
Corresponding Class of
Class Designation Regular
Interest
Certificates
----------------------------------------------------------------
Class LT-A-1A
Class A-1A
Class A-1A
Class LT-A-1B
Class A-1B
Class A-1B
Class LT-A-2A
Class A-2A
Class A-2A
Class LT-A-2B
Class A-2B
Class A-2B
Class LT-A-2C
Class A-2C
Class A-2C
Class LT-M-1
Class M-1
Class M-1
Class LT-M-2
Class M-2
Class M-2
Class LT-M-3
Class M-3
Class M-3
Class LT-B-1
Class B-1
Class B-1
Class LT-B-2
Class B-2
Class B-2
Class LT-B-3
Class B-3
Class B-3
Class LT-B-4
Class B-4
Class B-4
N/A
Class X
Class X
Corresponding Pooling-Tier REMIC-1 Regular Interest: As described
in
the Preliminary Statement.
Corresponding Pooling-Tier REMIC-2 IO Interest: As described in
the
Preliminary Statement.
Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year specified in the
Preliminary Statement
corresponding to a Pooling-Tier REMIC-2 IO Interest.
Corresponding Upper Tier REMIC Regular Interest: As defined in
the
Preliminary Statement.
Covered Loan: A Mortgage Loan categorized as Covered pursuant
to
Appendix E of Standard & Poor's Glossary.
Cumulative Loss Percentage: With respect to any Distribution
Date,
the percentage equivalent of a fraction, the numerator of which is
the aggregate
amount of Realized Losses incurred from the Cut-off Date to the
last day of the
calendar month preceding the month in which such Distribution Date
occurs and
the denominator of which is the Cut-off Date Pool Principal Balance
of the
Mortgage Loans.
Cumulative Loss Trigger Event: If, with respect to any
Distribution
Date, the quotient (expressed as a percentage) of (x) the aggregate
amount of
Realized Losses incurred since the Cut-off Date through the last
day of the
related Due Period, divided by (y) the Cut-off Date Pool Principal
Balance,
exceeds the applicable Cumulative Loss Percentages set forth below
with respect
to such Distribution Date:
Distribution Date
Occurring In
Cumulative Loss Percentage
March 2008 through February 1.400% for the first month, plus
an additional
2009
1/12th of 1.750% for each month thereafter
(e.g., 2.275% in September 2008)
March 2009 through February 3.150% for the first month, plus
an additional
2010
1/12th of 1.750% for each month thereafter
(e.g., 4.025% in September 2009)
March 2010 through February 4.900% for the first month, plus
an additional
2011
1/12th of 1.400% for each month thereafter
(e.g., 5.600% in September 2010)
March 2011 through February 6.300% for the first month, plus
an additional
2012
1/12th of 0.750% for each month thereafter
(e.g., 6.675% in September 2011)
March 2012 and thereafter 7.050%
Custodial File: As defined in Section 2.01(b).
Custodian: Wells Fargo Bank, National Association, and its
successors and assigns, in its capacity as Custodian hereunder, and
if any
successor custodian is appointed hereunder, such successor.
Cut-off Date: February 1, 2006.
Cut-off Date Pool Principal Balance: The aggregate Stated
Principal
Balances of all Mortgage Loans as of the Cut-off Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
Stated
Principal Balance thereof as of the close of business on the
Cut-off Date.
Data Tape Information: With respect to each Mortgage Loan, the
following information as of the Cut-off Date provided by the
Responsible Party
to the Sponsor: (1) the applicable Originator's Mortgage Loan
identifying
number; (2) the Mortgagor's name; (3) the street address of the
Mortgaged
Property including the city, state and zip code; (4) a code
indicating whether
the Mortgagor is self-employed; (5) as to each Mortgage Loan, the
Stated
Principal Balance as of the Cut-off Date; (6) the Index; (7) a code
indicating
whether the Mortgaged Property is owner-occupied; (8) the number
and type of
residential units constituting the Mortgaged Property; (9) the
original stated
months to maturity; (10) the original amortization months to
maturity; (11) the
stated maturity date; (12) the amount of the Scheduled Payment as
of the Cut-off
Date; (13) the first date on which the Scheduled Payment was due on
the Mortgage
Loan and, if such date is not consistent with the Due Date
currently in effect,
such Due Date; (14) the "paid through date" based on payments
received from the
related Mortgagor; (15) the original principal amount of the
Mortgage Loan; (16)
with respect to each Adjustable Rate Mortgage Loan, the Minimum
Mortgage Rate;
(17) with respect to each Adjustable Rate Mortgage Loan, the
Maximum Mortgage
Rate; (18) with respect to each Adjustable Rate Mortgage Loan, the
initial
Periodic Mortgage Rate Cap; (19) with respect to each Adjustable
Rate Mortgage
Loan, the subsequent Periodic Mortgage Rate Cap; (20) with respect
to each
Adjustable Rate Mortgage Loan, the first payment Adjustment Date
immediately
following the Cut-off Date; (21) with respect to each Adjustable
Rate Mortgage
Loan, the first Interest Rate Adjustment Date immediately following
the Cut-off
Date; (22) with respect to each Adjustable Rate Mortgage Loan, the
Gross Margin;
(23) with respect to each Adjustable Rate Mortgage Loan, the
Mortgage Rate
adjustment period; (24) the type of Mortgage Loan (i.e., Fixed Rate
or
Adjustable Rate Mortgage Loan); (25) lien position (i.e.,
First-Lien or
Second-Lien Mortgage Loan); (26) a code indicating the purpose of
the loan
(i.e., purchase, rate and term refinance, equity take-out
refinance); (27) the
credit risk score (FICO score); (28) the loan credit grade
classification (as
described in the underwriting guidelines); (29) the Mortgage Rate
at
origination; (30) the value of the Mortgaged Property; (31) a code
indicating
the term and amount of Prepayment Charges applicable to such
Mortgage Loan
(including any prepayment penalty term), if any; (32) with respect
to each
First-Lien Mortgage Loan, the Loan-to-Value Ratio at origination,
and with
respect to each Second-Lien Mortgage Loan, the Combined
Loan-to-Value Ratio at
origination; (33) the documentation level; (34) the date of
origination; (35) a
code indicating whether the Mortgage Loan is a Balloon Loan; (36)
the Due Date
for the first Scheduled Payment; (37) the original Scheduled
Payment due; (38)
the debt-to-income ratio with respect to the Mortgage Loan; (39)
the Mortgage
Rate calculation method (i.e., 30/360, simple interest, other);
(40) a code
indicating whether the Mortgage Loan is Home Loan; (41) appraisal
verification
(Y/N); (42) type of appraisal verification, if any; (43) the
applicable
Originator's name; (44) the applicable Servicer's name; and (45)
with respect to
Second-Lien Mortgage Loans, the outstanding principal balance of
the superior
lien at origination. With respect to the Mortgage Loans in the
aggregate, the
Data Tape Information shall set forth the following information, as
of the
Cut-off Date: (1) the number of Mortgage Loans; (2) the current
aggregate
outstanding principal balance of the Mortgage Loans; (3) the
weighted average
Mortgage Rate of the Mortgage Loans; and (4) the weighted average
maturity of
the Mortgage Loans.
DBRS: Dominion Bond Rating Service. If DBRS is designated as a
Rating Agency in the Preliminary Statement, for purposes of Section
10.05(c) the
address for notices to DBRS shall be Dominion Bond Rating Service,
55 Broadway,
15th Floor, New York, New York 10006, Attention: Quincy Tang, or
such other
address as DBRS may hereafter furnish to the Depositor, the Trustee
, the
Securities Administrator and the Servicer.
Debt
Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding
under the United
States Bankruptcy Code in the Scheduled Payment for such Mortgage
Loan which
became final and non-appealable, except such a reduction resulting
from a
Deficient Valuation or any reduction that results in a permanent
forgiveness of
principal.
Defaulted Swap Termination Payment: Any Swap Termination
Payment
required to be paid by the Trust to the Swap Provider pursuant to
the Interest
Rate Swap Agreement as a result of an Event of Default (as defined
in the
Interest Rate Swap Agreement) with respect to which the Swap
Provider is the
defaulting party or a Termination Event (as defined in the Interest
Rate Swap
Agreement) (other than Illegality or a Tax Event that is not a Tax
Event Upon
Merger (each as defined in the Interest Rate Swap Agreement )) with
respect to
which the Swap Provider is the sole Affected Party (as defined in
the Interest
Rate Swap Agreement).
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
of the related Mortgaged Property by a court of competent
jurisdiction in an
amount less than the then outstanding principal balance of the
Mortgage Loan,
which valuation results from a proceeding initiated under the
United States
Bankruptcy Code.
Definitive Certificates: Any Certificate evidenced by a
Physical
Certificate and any Certificate issued in lieu of a Book-Entry
Certificate
pursuant to Section 5.02(e).
Delay Certificates: As specified in the Preliminary Statement.
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquency Trigger Event: With respect to any Distribution
Date,
the circumstances in which the quotient (expressed as a percentage)
of (x) the
rolling three month average of the Stated Principal Balances of 60+
Day
Delinquent Mortgage Loans, divided by (y) the aggregate Stated
Principal Balance
of the Mortgage Loans, as of the last day of the
