EXHIBIT 4
GS MORTGAGE SECURITIES CORP.,
Depositor,
NATIONAL CITY HOME LOAN SERVICES, INC.,
Servicer,
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
----------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2006
----------------------------------------
FFMLT TRUST 2006-FF13
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-FF13
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01
Definitions...................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance
of Mortgage Loans..................................
Section 2.02 Acceptance
by the Trustee of the Mortgage Loans...............
Section 2.03
Representations, Warranties and Covenants of the
Servicer..................................................
Section 2.04 Execution
and Delivery of Certificates........................
Section 2.05 REMIC
Matters.................................................
Section 2.06
Representations and Warranties of the Depositor...............
Section 2.07
Enforcement of Obligations for Breach of Mortgage
Loan Representations......................................
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
Accounts...........................................
Section 3.11
Withdrawals from the Collection Account.......................
Section 3.12 Investment
of Funds in the Collection Accounts and
the Distribution Account..................................
Section 3.13
Maintenance of Hazard Insurance, Errors and Omissions
and Fidelity Coverage.....................................
Section 3.14
Enforcement of Due-on-Sale Clauses; Assumption
Agreements................................................
Section 3.15
Realization upon Defaulted Mortgage Loans.....................
Section 3.16 Release of
Mortgage Files.....................................
Section 3.17 Title,
Conservation and Disposition of REO Property...........
Section 3.18
Notification of Adjustments...................................
Section 3.19 Access to
Certain Documentation and Information
Regarding the Mortgage Loans..............................
Section 3.20 Documents,
Records and Funds in Possession of the
Servicer to Be Held for the Trustee.......................
Section 3.21 Servicing
Compensation........................................
Section 3.22 Annual
Statement as to Compliance.............................
Section 3.23 Annual
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......................
Section 3.27 Excess
Reserve Fund Account; Distribution Account.............
Section 3.28 Optional
Purchase of Delinquent Mortgage Loans................
Section 3.29 Special
Servicing of 60+ Delinquent Mortgage Loans............
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICER
Section 4.01
Advances......................................................
Section 4.02 Priorities
of Distribution....................................
Section 4.03 Monthly
Statements to Certificateholders......................
Section 4.04 Certain
Matters Relating to the Determination of LIBOR........
Section 4.05 Allocation
of Applied Realized Loss Amounts...................
Section 4.06
Supplemental Interest Trust...................................
Section 4.07 Swap
Collateral Account.......................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates..............................................
Section 5.02
Certificate Register; Registration of Transfer and
Exchange of Certificates..................................
Section 5.03 Mutilated,
Destroyed, Lost or Stolen Certificates.............
Section 5.04 Persons
Deemed Owners.........................................
Section 5.05 Access to
List of Certificateholders' Names and
Addresses.................................................
Section 5.06
Maintenance of Office or Agency...............................
ARTICLE VI
THE DEPOSITOR AND THE SERVICER
Section 6.01 Respective
Liabilities of the Depositor and the
Servicer..................................................
Section 6.02 Merger or
Consolidation of the Depositor or the
Servicer..................................................
Section 6.03 Limitation
on Liability of the Depositor, the
Servicer and Others.......................................
Section 6.04 Limitation
on Resignation of the Servicer.....................
Section 6.05 Additional
Indemnification by the Servicer; Third
Party Claims..............................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default.............................................
Section 7.02 Trustee to
Act; Appointment of Successor Servicer.............
Section 7.03
Notification to Certificateholders............................
Section 7.04 No
Termination Without Cause..................................
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
Treatment of Upper-Tier Carry Forward Amounts,
Basis Risk Carry Forward Amounts, the
Supplemental Interest Trust and the Interest Rate
Swap Agreement............................................
ARTICLE IX
TERMINATION
Section 9.01
Termination upon Liquidation or Purchase of the
Mortgage Loans............................................
Section 9.02 Final
Distribution on the Certificates........................
Section 9.03 Additional
Termination Requirements...........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment.....................................................
Section 10.02 Recordation of
Agreement; Counterparts........................
Section 10.03 Governing
Law.................................................
Section 10.04 Intention of
Parties..........................................
Section 10.05
Notices.......................................................
Section 10.06 Severability of
Provisions....................................
Section 10.07 Assignment;
Sales; Advance Facilities.........................
Section 10.08 Limitation on
Rights of Certificateholders....................
Section 10.09 Inspection and
Audit Rights...................................
Section 10.10 Certificates
Nonassessable and Fully Paid.....................
Section 10.11 Waiver of Jury
Trial..........................................
Section 10.12 Limitation of
Damages.........................................
Section 10.13 Rights of the
Swap Provider...................................
Section 10.14 No
Solicitation...............................................
Section 10.15 Regulation AB
Compliance; Intent of the Parties;
Reasonableness............................................
SCHEDULES
Schedule I Mortgage Loan
Schedule
Schedule II Representations and
Warranties of NCHLS, as the Servicer
EXHIBITS
Exhibit A-1 Form of Class A, Class
M and Class B Certificates
Exhibit B Form of
Class P Certificate
Exhibit C Form of
Class C Certificate
Exhibit D-1 Form of Class R
Certificate
Exhibit D-2 Form of Class RC
Certificate
Exhibit D-3 Form of Class RX
Certificate
Exhibit E Form of
Class X Certificate
Exhibit F Form of
Initial Certification of the Trustee
Exhibit G Form of
Document Certification and Exception Report of Trustee
Exhibit H Form of
Residual Transfer Affidavit
Exhibit I Form of
Transferor Certificate
Exhibit J Form of
Rule 144A Letter
Exhibit K Form of
Investment Letter (Non-Rule 144A)
Exhibit L Form of
Request for Release
Exhibit M Contents
of Each Mortgage File
Exhibit N Servicer
Reporting Requirements
Exhibit O Form of
Certification to be provided with Form 10-K
Exhibit P Form of
Trustee Certification to be provided to Depositor
Exhibit Q Form of
Servicer Certification to be provided to Depositor
Exhibit R Form of
Power of Attorney
Exhibit S
Responsible Party Agreements
Exhibit T Servicing
Criteria
Exhibit U Additional
Form 10-D Disclosure
Exhibit V Additional
Form 10-K Disclosure
Exhibit W Form 8-K
Disclosure Information
Exhibit X Interest
Rate Swap Agreement
Exhibit Y Form of
Additional Disclosure Notification
Exhibit Z Wells
Fargo Agreements
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of September 1,
2006, is among GS MORTGAGE SECURITIES CORP., a Delaware corporation
(the
"Depositor"), NATIONAL CITY HOME LOAN SERVICES, INC., a Delaware
corporation
("NCHLS"), as Servicer, and DEUTSCHE BANK NATIONAL TRUST COMPANY, a
national
banking association, as trustee (the "Trustee").
W I T N E S S E T H:
--------------------
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that five segregated asset pools within
the Trust Fund (exclusive of (i) the Prepayment Premiums, (ii) the
Interest Rate
Swap Agreement, (iii) the Supplemental Interest Trust, (iv) the
Excess Reserve
Fund Account, and (v) the right of the LIBOR Certificates to
receive Upper-Tier
Carry Forward Amounts and, without duplication, Basis Risk Carry
Forward Amounts
and the obligation to pay Class IO Shortfalls) be treated for
federal income tax
purposes as comprising five REMICs (each, a "Trust REMIC" or, in
the
alternative, Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the
Lower-Tier REMIC,
the Upper-Tier REMIC and the Class X REMIC, respectively). The
Class X Interest,
Class IO Interest and each Class of LIBOR Certificates (other than
the right of
each Class of LIBOR Certificates to receive (i) Basis Risk Carry
Forward Amounts
and, without duplication, Upper-Tier Carry Forward Amounts and (ii)
the
obligation to pay Class IO Shortfalls) represents ownership of a
regular
interest in a REMIC for purposes of the REMIC Provisions.
The Class RX Certificates represent ownership of the sole class
of
residual interest in the Class X REMIC for purposes of the REMIC
Provisions. The
Class RC Certificates represent ownership of the sole class of
residual interest
in Pooling-Tier REMIC-1 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-2, the Lower-Tier REMIC and the Upper-Tier
REMIC for
purposes of the REMIC Provisions.
The Start-up Day for each Trust REMIC is the Closing Date. The
latest possible maturity date for each regular interest is the
latest date
referenced in Section 2.05.
The Class X REMIC shall hold as assets the Class UT-X Interest,
the Class UT-IO Interest and the Class UT-3 Interest as set out
below. The
Upper-Tier REMIC shall hold as assets the several classes of
uncertificated
Lower-Tier Regular Interests, set out below. The Lower-Tier REMIC
shall hold as
assets the several classes of uncertificated Pooling-Tier REMIC-2
Regular
Interests. Pooling-Tier REMIC-2 shall hold as assets the several
classes of
uncertificated Pooling-Tier REMIC-1 Regular Interests. Pooling-Tier
REMIC-1
shall hold as assets the assets of the Trust Fund (exclusive of (i)
the
Prepayment Premiums, (ii) the Interest Rate Swap Agreement, (iii)
the
Supplemental Interest Trust, (iv) the Excess Reserve Fund Account
and (v) the
right of the LIBOR Certificates to receive Basis Risk Carry Forward
Amounts and,
without duplication, Upper-Tier Carry Forward Amounts and the
obligation to pay
Class IO Shortfalls). Each such Lower Tier Regular Interest is
hereby designated
as a regular interest in the Lower Tier REMIC. The Class LT-A-1,
Class LT-A-2A,
Class LT-A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-M-1, Class
LT-M-2, Class
LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-M-7,
Class LT-M-8,
Class LT-M-9, Class LT-B-1 and Class LT-B-2 Interests are hereby
designated the
LT-Accretion Directed Classes (the "LT-Accretion Directed
Classes").
The
Class X REMIC shall hold as assets the Class UT-X Interest,
the Class UT-IO Interest and the Class UT-3 Interest issued by the
Upper-Tier
REMIC, the Class X Interest and the Class IO Interest shall
represent the
regular interests issued by the Class X REMIC and the Class RX
Interest shall
represent the sole class residual interest in the Class X REMIC.
The Class X
Certificates shall represent beneficial ownership of the Class X
Interest, the
Class IO Interest, the Supplemental Interest Trust and the Excess
Reserve Fund
Account.
For federal income tax purposes, each Class of LIBOR
Certificates,
the Class X Certificates and the Class P Certificates represent
beneficial
ownership of portions of the Trust Fund which shall be treated as a
grantor
trust as more fully described in Section 8.11.
Pooling-Tier REMIC-1
--------------------
Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such interest is hereby designated
as a regular
interest in the Pooling-Tier REMIC-1. Pooling-Tier REMIC-1
Interests with an "I"
in their designation shall relate to Loan Group I and Pooling Tier
REMIC-1
Interests with a "II" in their designation shall relate to Loan
Group II.
Pooling-Tier REMIC-1 shall also issue the Class RC Certificates.
The Class RC
Certificates are hereby designated as the sole class of residual
interest in
Pooling-Tier REMIC-1. The Class RC Certificates shall have a $100
Class
Certificate Balance and shall have no interest rate.
Initial Pooling-Tier
Pooling-Tier
Pooling-Tier REMIC-1 REMIC-1
Principal
REMIC-1 Interest
Interest Rate
Amount
--------------------- --------------------
--------------------
Class
PT1-I-1
(1)
$ 6,043,264.20
Class
PT1-I-2A
(2)
$ 1,917,220.88
Class
PT1-I-2B
(3)
$ 1,917,220.88
Class
PT1-I-3A
(2)
$ 2,366,736.32
Class
PT1-I-3B
(3)
$ 2,366,736.32
Class
PT1-I-4A
(2)
$ 2,812,741.79
Class
PT1-I-4B
(3)
$ 2,812,741.79
Class
PT1-I-5A
(2)
$ 3,251,368.39
Class
PT1-I-5B
(3)
$ 3,251,368.39
Class
PT1-I-6A
(2)
$ 3,678,624.31
Class
PT1-I-6B
(3)
$ 3,678,624.31
Class
PT1-I-7A
(2)
$ 4,090,439.73
Class
PT1-I-7B
(3)
$ 4,090,439.73
Class
PT1-I-8A
(2)
$ 4,482,690.97
Class
PT1-I-8B
(3)
$ 4,482,690.97
Class
PT1-I-9A
(2)
$ 4,851,344.74
Class
PT1-I-9B
(3)
$ 4,851,344.74
Class
PT1-I-10A
(2)
$ 5,191,719.21
Class
PT1-I-10B
(3)
$ 5,191,719.21
Class
PT1-I-11A
(2)
$ 5,499,458.00
Class
PT1-I-11B
(3)
$ 5,499,458.00
Class
PT1-I-12A
(2)
$ 5,266,804.98
Class
PT1-I-12B
(3)
$ 5,266,804.98
Class
PT1-I-13A
(2)
$ 5,018,997.06
Class
PT1-I-13B
(3)
$ 5,018,997.06
Class
PT1-I-14A
(2)
$ 4,782,958.36
Class
PT1-I-14B
(3)
$ 4,782,958.36
Class
PT1-I-15A
(2)
$ 4,558,102.73
Class
PT1-I-15B
(3)
$ 4,558,102.73
Class
PT1-I-16A
(2)
$ 4,343,897.17
Class
PT1-I-16B
(3)
$ 4,343,897.17
Class
PT1-I-17A
(2)
$ 4,139,834.18
Class
PT1-I-17B
(3)
$ 4,139,834.18
Class
PT1-I-18A
(2)
$ 3,945,425.93
Class
PT1-I-18B
(3)
$ 3,945,425.93
Class
PT1-I-19A
(2)
$ 3,760,217.19
Class
PT1-I-19B
(3)
$ 3,760,217.19
Class
PT1-I-20A
(2)
$ 3,584,093.20
Class
PT1-I-20B
(3)
$ 3,584,093.20
Class
PT1-I-21A
(2)
$ 3,415,932.63
Class
PT1-I-21B
(3)
$ 3,415,932.63
Class
PT1-I-22A
(2)
$ 3,263,185.32
Class
PT1-I-22B
(3)
$
3,263,185.32
Class
PT1-I-23A
(2)
$ 3,119,019.92
Class
PT1-I-23B
(3)
$ 3,119,019.92
Class
PT1-I-24A
(2)
$ 7,652,301.88
Class
PT1-I-24B
(3)
$ 7,652,301.88
Class
PT1-I-25A
(2)
$ 6,779,273.33
Class
PT1-I-25B
(3)
$ 6,779,273.33
Class
PT1-I-26A
(2)
$ 5,834,527.87
Class
PT1-I-26B
(3)
$ 5,834,527.87
Class
PT1-I-27A
(2)
$ 2,462,226.63
Class
PT1-I-27B
(3)
$ 2,462,226.63
Class
PT1-I-28A
(2)
$
2,204,197.31
Class
PT1-I-28B
(3)
$ 2,204,197.31
Class
PT1-I-29A
(2)
$ 2,081,322.08
Class
PT1-I-29B
(3)
$ 2,081,322.08
Class
PT1-I-30A
(2)
$ 1,965,439.85
Class
PT1-I-30B
(3)
$ 1,965,439.85
Class
PT1-I-31A
(2)
$ 1,856,229.37
Class
PT1-I-31B
(3)
$ 1,856,229.37
Class PT1-I-32A
(2)
$ 1,753,258.20
Class
PT1-I-32B
(3)
$ 1,753,258.20
Class
PT1-I-33A
(2)
$ 1,316,432.07
Class
PT1-I-33B
(3)
$ 1,316,432.07
Class
PT1-I-34A
(2)
$ 1,419,120.95
Class
PT1-I-34B
(3)
$ 1,419,120.95
Class
PT1-I-35A
(2)
$ 1,340,312.39
Class
PT1-I-35B
(3)
$ 1,340,312.39
Class
PT1-I-36A
(2)
$ 1,266,600.10
Class
PT1-I-36B
(3)
$ 1,266,600.10
Class
PT1-I-37A
(2)
$ 1,197,109.35
Class
PT1-I-37B
(3)
$ 1,197,109.35
Class
PT1-I-38A
(2)
$ 1,131,551.78
Class
PT1-I-38B
(3)
$ 1,131,551.78
Class
PT1-I-39A
(2)
$ 1,069,699.82
Class
PT1-I-39B
(3)
$ 1,069,699.82
Class
PT1-I-40A
(2)
$ 1,011,339.27
Class
PT1-I-40B
(3)
$ 1,011,339.27
Class
PT1-I-41A
(2)
$ 985,655.61
Class
PT1-I-41B
(3)
$ 985,655.61
Class
PT1-I-42A
(2)
$ 941,960.39
Class
PT1-I-42B
(3)
$ 941,960.39
Class
PT1-I-43A
(2)
$ 890,869.13
Class
PT1-I-43B
(3)
$ 890,869.13
Class
PT1-I-44A
(2)
$ 842,645.51
Class
PT1-I-44B
(3)
$ 842,645.51
Class
PT1-I-45A
(2)
$ 797,124.55
Class
PT1-I-45B
(3)
$ 797,124.55
Class
PT1-I-46A
(2)
$ 754,150.96
Class
PT1-I-46B
(3)
$ 754,150.96
Class
PT1-I-47A
(2)
$ 713,578.47
Class
PT1-I-47B
(3)
$ 713,578.47
Class
PT1-I-48A
(2)
$ 675,269.47
Class
PT1-I-48B
(3)
$ 675,269.47
Class
PT1-I-49A
(2)
$ 639,094.25
Class
PT1-I-49B
(3)
$ 639,094.25
Class
PT1-I-50A
(2)
$ 604,930.75
Class
PT1-I-50B
(3)
$ 604,930.75
Class
PT1-I-51A
(2)
$ 572,663.97
Class
PT1-I-51B
(3)
$ 572,663.97
Class
PT1-I-52A
(2)
$ 542,185.65
Class
PT1-I-52B
(3)
$ 542,185.65
Class
PT1-I-53A
(2)
$ 513,393.81
Class
PT1-I-53B
(3)
$ 513,393.81
Class
PT1-I-54A
(2)
$ 486,192.39
Class
PT1-I-54B
(3)
$ 486,192.39
Class
PT1-I-55A
(2)
$ 460,490.94
Class
PT1-I-55B
(3)
$ 460,490.94
Class
PT1-I-56A
(2)
$ 436,204.24
Class
PT1-I-56B
(3)
$ 436,204.24
Class
PT1-I-57A
(2)
$ 413,253.21
Class
PT1-I-57B
(3)
$ 413,253.21
Class
PT1-I-58A
(2)
$ 391,568.48
Class
PT1-I-58B
(3)
$ 391,568.48
Class
PT1-I-59A
(2)
$ 372,317.78
Class
PT1-I-59B
(3)
$ 372,317.78
Class
PT1-I-60A
(2)
$ 6,347,119.09
Class
PT1-I-60B
(3)
$ 6,347,119.09
Class
PT1-II-1
(4)
$36,388,503.48
Class
PT1-II-2A
(5)
$11,544,033.48
Class
PT1-II-2B
(6)
$11,544,033.48
Class
PT1-II-3A
(5)
$14,250,670.62
Class
PT1-II-3B
(6)
$14,250,670.62
Class
PT1-II-4A
(5)
$16,936,173.43
Class
PT1-II-4B
(6)
$16,936,173.43
Class
PT1-II-5A
(5)
$19,577,246.37
Class
PT1-II-5B
(6)
$19,577,246.37
Class
PT1-II-6A
(5)
$22,149,853.80
Class
PT1-II-6B
(6)
$22,149,853.80
Class
PT1-II-7A
(5)
$24,629,490.37
Class
PT1-II-7B
(6)
$24,629,490.37
Class
PT1-II-8A
(5)
$26,991,326.46
Class
PT1-II-8B
(6)
$26,991,326.46
Class
PT1-II-9A
(5)
$29,211,076.63
Class
PT1-II-9B
(6)
$29,211,076.63
Class
PT1-II-10A
(5)
$31,260,550.58
Class
PT1-II-10B
(6)
$31,260,550.58
Class
PT1-II-11A
(5)
$33,113,517.52
Class
PT1-II-11B
(6)
$33,113,517.52
Class
PT1-II-12A
(5)
$31,712,659.50
Class
PT1-II-12B
(6)
$31,712,659.50
Class
PT1-II-13A
(5)
$30,220,550.34
Class
PT1-II-13B
(6)
$30,220,550.34
Class
PT1-II-14A
(5)
$28,799,306.30
Class
PT1-II-14B
(6)
$28,799,306.30
Class
PT1-II-15A
(5)
$27,445,398.20
Class
PT1-II-15B
(6)
$27,445,398.20
Class
PT1-II-16A
(5)
$26,155,616.62
Class
PT1-II-16B
(6)
$26,155,616.62
Class
PT1-II-17A
(5)
$24,926,905.82
Class
PT1-II-17B
(6)
$24,926,905.82
Class
PT1-II-18A
(5)
$23,756,328.49
Class
PT1-II-18B
(6)
$23,756,328.49
Class
PT1-II-19A
(5)
$22,641,143.54
Class
PT1-II-19B
(6)
$22,641,143.54
Class
PT1-II-20A
(5)
$21,580,659.95
Class
PT1-II-20B
(6)
$21,580,659.95
Class
PT1-II-21A
(5)
$20,568,125.98
Class
PT1-II-21B
(6)
$20,568,125.98
Class
PT1-II-22A
(5)
$19,648,398.89
Class
PT1-II-22B
(6)
$19,648,398.89
Class
PT1-II-23A
(5)
$18,780,345.42
Class
PT1-II-23B
(6)
$18,780,345.42
Class
PT1-II-24A
(5)
$46,076,291.95
Class
PT1-II-24B
(6)
$46,076,291.95
Class
PT1-II-25A
(5)
$40,819,583.73
Class
PT1-II-25B
(6)
$40,819,583.73
Class
PT1-II-26A
(5)
$35,131,051.27
Class
PT1-II-26B
(6)
$35,131,051.27
Class
PT1-II-27A
(5)
$14,825,640.07
Class
PT1-II-27B
(6)
$14,825,640.07
Class
PT1-II-28A
(5)
$13,271,985.43
Class
PT1-II-28B
(6)
$13,271,985.43
Class
PT1-II-29A
(5)
$12,532,125.04
Class
PT1-II-29B
(6)
$12,532,125.04
Class
PT1-II-30A
(5)
$11,834,371.10
Class
PT1-II-30B
(6)
$11,834,371.10
Class
PT1-II-31A
(5)
$11,176,789.36
Class
PT1-II-31B
(6)
$11,176,789.36
Class
PT1-II-32A
(5)
$10,556,776.00
Class
PT1-II-32B
(6)
$10,556,776.00
Class
PT1-II-33A
(5)
$ 7,926,544.09
Class
PT1-II-33B
(6)
$ 7,926,544.09
Class
PT1-II-34A
(5)
$ 8,544,857.80
Class
PT1-II-34B
(6)
$ 8,544,857.80
Class
PT1-II-35A
(5)
$ 8,070,333.10
Class
PT1-II-35B
(6)
$ 8,070,333.10
Class
PT1-II-36A
(5)
$ 7,626,494.24
Class PT1-II-36B
(6)
$ 7,626,494.24
Class
PT1-II-37A
(5)
$ 7,208,074.21
Class
PT1-II-37B
(6)
$ 7,208,074.21
Class
PT1-II-38A
(5)
$ 6,813,336.82
Class
PT1-II-38B
(6)
$ 6,813,336.82
Class
PT1-II-39A
(5)
$ 6,440,911.76
Class
PT1-II-39B
(6)
$ 6,440,911.76
Class
PT1-II-40A
(5)
$ 6,089,509.29
Class
PT1-II-40B
(6)
$ 6,089,509.29
Class
PT1-II-41A
(5)
$ 5,934,862.03
Class
PT1-II-41B
(6)
$ 5,934,862.03
Class
PT1-II-42A
(5)
$ 5,671,762.90
Class
PT1-II-42B
(6)
$ 5,671,762.90
Class
PT1-II-43A
(5)
$ 5,364,130.55
Class
PT1-II-43B
(6)
$ 5,364,130.55
Class
PT1-II-44A
(5)
$ 5,073,764.86
Class
PT1-II-44B
(6)
$ 5,073,764.86
Class
PT1-II-45A
(5)
$ 4,799,672.57
Class
PT1-II-45B
(6)
$ 4,799,672.57
Class
PT1-II-46A
(5)
$ 4,540,918.57
Class
PT1-II-46B
(6)
$ 4,540,918.57
Class
PT1-II-47A
(5)
$ 4,296,622.19
Class
PT1-II-47B
(6)
$ 4,296,622.19
Class
PT1-II-48A
(5)
$ 4,065,954.73
Class
PT1-II-48B
(6)
$ 4,065,954.73
Class
PT1-II-49A
(5)
$ 3,848,135.36
Class
PT1-II-49B
(6)
$ 3,848,135.36
Class
PT1-II-50A
(5)
$ 3,642,428.94
Class
PT1-II-50B
(6)
$ 3,642,428.94
Class
PT1-II-51A
(5)
$ 3,448,143.17
Class
PT1-II-51B
(6)
$ 3,448,143.17
Class
PT1-II-52A
(5)
$ 3,264,626.11
Class
PT1-II-52B
(6)
$ 3,264,626.11
Class
PT1-II-53A
(5)
$ 3,091,263.70
Class
PT1-II-53B
(6)
$ 3,091,263.70
Class
PT1-II-54A
(5)
$ 2,927,477.65
Class
PT1-II-54B
(6)
$ 2,927,477.65
Class
PT1-II-55A
(5)
$ 2,772,723.22
Class
PT1-II-55B
(6)
$ 2,772,723.22
Class
PT1-II-56A
(5)
$ 2,626,487.31
Class
PT1-II-56B
(6)
$ 2,626,487.31
Class
PT1-II-57A
(5)
$ 2,488,293.81
Class
PT1-II-57B
(6)
$ 2,488,293.81
Class
PT1-II-58A
(5)
$ 2,357,725.03
Class
PT1-II-58B
(6)
$ 2,357,725.03
Class
PT1-II-59A
(5)
$ 2,241,812.07
Class
PT1-II-59B
(6)
$ 2,241,812.07
Class
PT1-II-60A
(5)
$38,217,482.40
Class
PT1-II-60B
(6)
$38,217,482.40
Class
PT1-R
(7)
$
100
--------------------
(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 equal to the applicable Fixed Swap Rate.
(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) the applicable Fixed Swap Rate.
(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 equal to the applicable Fixed Swap Rate.
(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) the applicable Fixed Swap Rate.
(7) The
Class PT1-R Interest shall not bear interest.
On each Distribution Date, the Trustee 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 Class RC Certificates pursuant to Section
4.02(a)(iii) until
its Class Certificate Balance is reduced to zero, then to the
outstanding
Pooling-Tier REMIC-1 Regular Interest relating to Loan Group I with
the lowest
numerical denomination until the Pooling-Tier REMIC-1 Principal
Amount of such
interest is reduced to zero, provided that, with respect to
Pooling-Tier REMIC-1
Regular Interests relating to Loan Group I with the same numerical
denomination,
such Realized Losses and payments of principal shall be allocated
pro rata
between such Pooling-Tier REMIC-1 Regular Interests, until the
Pooling-Tier
REMIC-1 Principal Amount of such interest is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage Loans
shall be
allocated to the outstanding Pooling-Tier REMIC-1 Regular Interest
relating to
Loan Group II with the lowest numerical denomination until the
Pooling-Tier
REMIC-1 Principal Amount of such interest is reduced to zero,
provided that,
with respect to Pooling-Tier REMIC-1 Regular Interests relating to
Loan Group II
with the same numerical denomination, such Realized Losses and
payments of
principal shall be allocated pro rata between such Pooling-Tier
REMIC-1 Regular
Interests, until the Pooling-Tier REMIC-1 Principal Amount of such
interest is
reduced to zero.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such interest, other than the Class
PT2-R
Interest, is hereby designated as a regular interest in
Pooling-Tier REMIC-2.
Pooling-Tier REMIC-2 Interests with an "I" in their designation
shall relate to
Loan Group I and Pooling Tier REMIC-2 Interests with a "II" in
their designation
shall relate to Loan Group II. The Class PT2-R Interest is hereby
designated as
the sole class of residual interest in Pooling-Tier REMIC-2 and
shall be
represented by the Class R Certificates.
<TABLE>
<CAPTION>
Pooling-Tier
Corresponding
Corresponding
Corresponding
REMIC-2
Pooling-Tier
Pooling-Tier
Pooling-Tier
Scheduled
Pooling-Tier
Interest REMIC-2 Initial
REMIC-2 IO
REMIC-1 Regular
Crossover
REMIC-2 Interest
Rate
Principal Amount
Interest
Interest
Distribution Date
------------------ ------------
----------------
------------- ---------------
-----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1)
$ 6,043,214.20
N/A
N/A
N/A
Class PT2-I-2A
(2)
$ 1,917,220.88
Class PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3)
$ 1,917,220.88
N/A
N/A
N/A
Class PT2-I-3A
(2)
$
2,366,736.32
Class PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3)
$ 2,366,736.32
N/A
N/A
N/A
Class PT2-I-4A
(2)
$ 2,812,741.79
Class PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3)
$ 2,812,741.79
N/A
N/A
N/A
Class PT2-I-5A
(2)
$ 3,251,368.39
Class PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3)
$ 3,251,368.39
N/A
N/A
N/A
Class PT2-I-6A
(2)
$ 3,678,624.31
Class PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3)
$ 3,678,624.31
N/A
N/A
N/A
Class PT2-I-7A
(2)
$ 4,090,439.73
Class PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3)
$ 4,090,439.73
N/A
N/A
N/A
Class PT2-I-8A
(2)
$ 4,482,690.97
Class PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3)
$ 4,482,690.97
N/A
N/A
N/A
Class PT2-I-9A
(2)
$ 4,851,344.74
Class PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3)
$ 4,851,344.74
N/A
N/A
N/A
Class PT2-I-10A
(2)
$ 5,191,719.21
Class
PT2-I-IO-10
N/A
N/A
Class PT2-I-10B
(3)
$ 5,191,719.21
N/A
N/A
N/A
Class PT2-I-11A
(2)
$ 5,499,458.00
Class
PT2-I-IO-11
N/A
N/A
Class PT2-I-11B
(3)
$ 5,499,458.00
N/A
N/A
N/A
Class PT2-I-12A
(2)
$ 5,266,804.98
Class
PT2-I-IO-12
N/A
N/A
Class PT2-I-12B
(3)
$ 5,266,804.98
N/A
N/A
N/A
Class PT2-I-13A
(2)
$ 5,018,997.06
Class
PT2-I-IO-13
N/A
N/A
Class PT2-I-13B
(3)
$ 5,018,997.06
N/A
N/A
N/A
Class PT2-I-14A
(2)
$ 4,782,958.36
Class
PT2-I-IO-14
N/A
N/A
Class PT2-I-14B
(3)
$ 4,782,958.36
N/A
N/A
N/A
Class PT2-I-15A
(2)
$ 4,558,102.73
Class
PT2-I-IO-15
N/A
N/A
Class PT2-I-15B
(3)
$ 4,558,102.73
N/A
N/A
N/A
Class PT2-I-16A
(2)
$ 4,343,897.17
Class
PT2-I-IO-16
N/A
N/A
Class PT2-I-16B
(3)
$ 4,343,897.17
N/A
N/A
N/A
Class PT2-I-17A
(2)
$ 4,139,834.18
Class
PT2-I-IO-17
N/A
N/A
Class PT2-I-17B
(3)
$ 4,139,834.18
N/A
N/A
N/A
Class PT2-I-18A
(2)
$ 3,945,425.93
Class
PT2-I-IO-18
N/A
N/A
Class PT2-I-18B
(3)
$ 3,945,425.93
N/A
N/A
N/A
Class PT2-I-19A
(2)
$ 3,760,217.19
Class
PT2-I-IO-19
N/A
N/A
Class PT2-I-19B
(3)
$ 3,760,217.19
N/A
N/A
N/A
Class PT2-I-20A
(2)
$ 3,584,093.20
Class
PT2-I-IO-20
N/A
N/A
Class PT2-I-20B
(3)
$ 3,584,093.20
N/A
N/A
N/A
Class PT2-I-21A
(2)
$ 3,415,932.63
Class
PT2-I-IO-21
N/A
N/A
Class PT2-I-21B
(3)
$ 3,415,932.63
N/A
N/A
N/A
Class PT2-I-22A
(2)
$ 3,263,185.32
Class
PT2-I-IO-22
N/A
N/A
Class PT2-I-22B
(3)
$
3,263,185.32
N/A
N/A
N/A
Class PT2-I-23A
(2)
$ 3,119,019.92
Class
PT2-I-IO-23
N/A
N/A
Class PT2-I-23B
(3)
$ 3,119,019.92
N/A
N/A
N/A
Class PT2-I-24A
(2)
$ 7,652,301.88
Class
PT2-I-IO-24
N/A
N/A
Class PT2-I-24B
(3)
$ 7,652,301.88
N/A
N/A
N/A
Class PT2-I-25A
(2)
$ 6,779,273.33
Class
PT2-I-IO-25
N/A
N/A
Class PT2-I-25B
(3)
$ 6,779,273.33
N/A
N/A
N/A
Class PT2-I-26A
(2)
$ 5,834,527.87
Class
PT2-I-IO-26
N/A
N/A
Class PT2-I-26B
(3)
$ 5,834,527.87
N/A
N/A
N/A
Class PT2-I-27A
(2)
$ 2,462,226.63
Class
PT2-I-IO-27
N/A
N/A
Class PT2-I-27B
(3)
$ 2,462,226.63
N/A
N/A
N/A
Class PT2-I-28A
(2)
$ 2,204,197.31
Class
PT2-I-IO-28
N/A
N/A
Class PT2-I-28B
(3)
$ 2,204,197.31
N/A
N/A
N/A
Class PT2-I-29A
(2)
$ 2,081,322.08
Class
PT2-I-IO-29
N/A
N/A
Class PT2-I-29B
(3)
$ 2,081,322.08
N/A
N/A
N/A
Class PT2-I-30A
(2)
$ 1,965,439.85
Class
PT2-I-IO-30
N/A
N/A
Class PT2-I-30B
(3)
$ 1,965,439.85
N/A
N/A
N/A
Class PT2-I-31A
(2)
$ 1,856,229.37
Class
PT2-I-IO-31
N/A
N/A
Class PT2-I-31B
(3)
$ 1,856,229.37
N/A
N/A
N/A
Class PT2-I-32A
(2)
$ 1,753,258.20
Class
PT2-I-IO-32
N/A
N/A
Class PT2-I-32B
(3)
$ 1,753,258.20
N/A
N/A
N/A
Class PT2-I-33A
(2)
$ 1,316,432.07
Class
PT2-I-IO-33
N/A
N/A
Class PT2-I-33B
(3)
$ 1,316,432.07
N/A
N/A
N/A
Class PT2-I-34A
(2)
$ 1,419,120.95
Class
PT2-I-IO-34
N/A
N/A
Class PT2-I-34B
(3)
$ 1,419,120.95
N/A
N/A
N/A
Class PT2-I-35A
(2)
$ 1,340,312.39
Class
PT2-I-IO-35
N/A
N/A
Class PT2-I-35B
(3)
$ 1,340,312.39
N/A
N/A
N/A
Class PT2-I-36A
(2)
$ 1,266,600.10
Class
PT2-I-IO-36
N/A
N/A
Class PT2-I-36B
(3)
$ 1,266,600.10
N/A
N/A
N/A
Class PT2-I-37A
(2)
$ 1,197,109.35
Class
PT2-I-IO-37
N/A
N/A
Class PT2-I-37B
(3)
$ 1,197,109.35
N/A
N/A
N/A
Class PT2-I-38A
(2)
$ 1,131,551.78
Class
PT2-I-IO-38
N/A
N/A
Class PT2-I-38B
(3)
$ 1,131,551.78
N/A
N/A
N/A
Class PT2-I-39A
(2)
$ 1,069,699.82
Class
PT2-I-IO-39
N/A
N/A
Class PT2-I-39B
(3)
$ 1,069,699.82
N/A
N/A
N/A
Class PT2-I-40A
(2)
$ 1,011,339.27
Class
PT2-I-IO-40
N/A
N/A
Class PT2-I-40B
(3)
$ 1,011,339.27
N/A
N/A
N/A
Class PT2-I-41A
(2)
$
985,655.61 Class
PT2-I-IO-41
N/A
N/A
Class PT2-I-41B
(3)
$
985,655.61
N/A
N/A
N/A
Class PT2-I-42A
(2)
$
941,960.39
Class
PT2-I-IO-42
N/A
N/A
Class PT2-I-42B
(3)
$
941,960.39
N/A
N/A
N/A
Class PT2-I-43A
(2)
$
890,869.13 Class
PT2-I-IO-43
N/A
N/A
Class PT2-I-43B
(3)
$
890,869.13
N/A
N/A
N/A
Class PT2-I-44A
(2)
$
842,645.51 Class
PT2-I-IO-44
N/A
N/A
Class PT2-I-44B
(3)
$
842,645.51
N/A
N/A
N/A
Class PT2-I-45A
(2)
$
797,124.55 Class
PT2-I-IO-45
N/A
N/A
Class PT2-I-45B
(3)
$
797,124.55
N/A
N/A
N/A
Class PT2-I-46A
(2)
$
754,150.96 Class
PT2-I-IO-46
N/A
N/A
Class PT2-I-46B
(3)
$
754,150.96
N/A
N/A
N/A
Class PT2-I-47A
(2)
$
713,578.47 Class
PT2-I-IO-47
N/A
N/A
Class PT2-I-47B
(3)
$
713,578.47
N/A
N/A
N/A
Class PT2-I-48A
(2)
$
675,269.47
Class PT2-I-IO-48
N/A
N/A
Class PT2-I-48B
(3)
$
675,269.47
N/A
N/A
N/A
Class PT2-I-49A
(2)
$
639,094.25 Class
PT2-I-IO-49
N/A
N/A
Class PT2-I-49B
(3)
$
639,094.25
N/A
N/A
N/A
Class PT2-I-50A
(2)
$
604,930.75 Class
PT2-I-IO-50
N/A
N/A
Class PT2-I-50B
(3)
$ 604,930.75
N/A
N/A
N/A
Class PT2-I-51A
(2)
$
572,663.97 Class
PT2-I-IO-51
N/A
N/A
Class PT2-I-51B
(3)
$
572,663.97
N/A
N/A
N/A
Class PT2-I-52A
(2)
$
542,185.65 Class
PT2-I-IO-52
N/A
N/A
Class PT2-I-52B
(3)
$
542,185.65
N/A
N/A
N/A
Class PT2-I-53A
(2)
$
513,393.81 Class
PT2-I-IO-53
N/A
N/A
Class PT2-I-53B
(3)
$
513,393.81
N/A
N/A
N/A
Class PT2-I-54A
(2)
$
486,192.39 Class
PT2-I-IO-54
N/A
N/A
Class PT2-I-54B
(3)
$
486,192.39
N/A
N/A
N/A
Class PT2-I-55A
(2)
$
460,490.94 Class
PT2-I-IO-55
N/A
N/A
Class PT2-I-55B
(3)
$
460,490.94
N/A
N/A
N/A
Class PT2-I-56A
(2)
$
436,204.24 Class
PT2-I-IO-56
N/A
N/A
Class PT2-I-56B
(3)
$
436,204.24
N/A
N/A
N/A
Class PT2-I-57A
(2)
$
413,253.21 Class
PT2-I-IO-57
N/A
N/A
Class PT2-I-57B
(3)
$
413,253.21
N/A
N/A
N/A
Class PT2-I-58A
(2)
$
391,568.48 Class
PT2-I-IO-58
N/A
N/A
Class PT2-I-58B
(3)
$
391,568.48
N/A
N/A
N/A
Class PT2-I-59A
(2)
$
372,317.78 Class
PT2-I-IO-59
N/A
N/A
Class PT2-I-59B
(3)
$
372,317.78
N/A
N/A
N/A
Class PT2-I-60A
(2)
$ 6,347,119.09
Class
PT2-I-IO-60
N/A
N/A
Class PT2-I-60B
(3)
$ 6,347,119.09
N/A
N/A
N/A
Class PT2-I-IO-2
(4)
(4)
N/A
Class PT1-I-2A October 2006
Class PT2-I-IO-3
(4)
(4)
N/A
Class PT1-I-3A November 2006
Class PT2-I-IO-4
(4)
(4)
N/A
Class PT1-I-4A December 2006
Class PT2-I-IO-5
(4)
(4)
N/A
Class PT1-I-5A
January
2007
Class PT2-I-IO-6
(4)
(4)
N/A
Class PT1-I-6A February 2007
Class PT2-I-IO-7
(4)
(4)
N/A
Class PT1-I-7A March 2007
Class PT2-I-IO-8
(4)
(4)
N/A
Class PT1-I-8A April 2007
Class PT2-I-IO-9
(4)
(4)
N/A
Class PT1-I-9A May 2007
Class PT2-I-IO-10
(4)
(4)
N/A
Class PT1-I-10A
June 2007
Class PT2-I-IO-11
(4)
(4)
N/A
Class PT1-I-11A
July 2007
Class PT2-I-IO-12
(4)
(4)
N/A
Class PT1-I-12A
August 2007
Class PT2-I-IO-13
(4)
(4)
N/A
Class PT1-I-13A
September 2007
Class PT2-I-IO-14
(4)
(4)
N/A
Class PT1-I-14A
October 2007
Class PT2-I-IO-15
(4)
(4)
N/A
Class PT1-I-15A
November 2007
Class PT2-I-IO-16
(4)
(4)
N/A
Class PT1-I-16A
December 2007
Class PT2-I-IO-17
(4)
(4)
N/A
Class PT1-I-17A
January 2008
Class PT2-I-IO-18
(4)
(4)
N/A
Class PT1-I-18A
February 2008
Class PT2-I-IO-19
(4)
(4)
N/A
Class PT1-I-19A
March 2008
Class PT2-I-IO-20
(4)
(4)
N/A
Class PT1-I-20A
April 2008
Class PT2-I-IO-21
(4)
(4)
N/A
Class PT1-I-21A
May 2008
Class PT2-I-IO-22
(4)
(4)
N/A
Class PT1-I-22A
June 2008
Class PT2-I-IO-23
(4)
(4)
N/A
Class PT1-I-23A
July 2008
Class PT2-I-IO-24
(4)
(4)
N/A
Class PT1-I-24A
August 2008
Class PT2-I-IO-25
(4)
(4)
N/A
Class PT1-I-25A
September 2008
Class PT2-I-IO-26
(4)
(4)
N/A
Class PT1-I-26A
October 2008
Class PT2-I-IO-27
(4)
(4)
N/A
Class PT1-I-27A
November 2008
Class PT2-I-IO-28
(4)
(4)
N/A
Class PT1-I-28A
December 2008
Class PT2-I-IO-29
(4)
(4)
N/A
Class PT1-I-29A
January 2009
Class PT2-I-IO-30
(4)
(4)
N/A
Class PT1-I-30A
February 2009
Class PT2-I-IO-31
(4)
(4)
N/A
Class PT1-I-31A
March 2009
Class PT2-I-IO-32 (4)
(4)
N/A
Class PT1-I-32A
April 2009
Class PT2-I-IO-33
(4)
(4)
N/A
Class PT1-I-33A
June 2009
Class PT2-I-IO-34
(4)
(4)
N/A
Class PT1-I-34A
July 2009
Class PT2-I-IO-35
(4)
(4)
N/A
Class PT1-I-35A
August 2009
Class PT2-I-IO-36
(4)
(4)
N/A
Class PT1-I-36A
September 2009
Class PT2-I-IO-37
(4)
(4)
N/A
Class PT1-I-37A
October 2009
Class PT2-I-IO-38
(4)
(4)
N/A
Class PT1-I-38A
November 2009
Class PT2-I-IO-39
(4)
(4)
N/A
Class PT1-I-39A
December 2009
Class PT2-I-IO-40
(4)
(4)
N/A
Class PT1-I-40A
January 2010
Class PT2-I-IO-41
(4)
(4)
N/A
Class PT1-I-41A
February 2010
Class PT2-I-IO-42
(4)
(4)
N/A
Class PT1-I-42A
March 2010
Class PT2-I-IO-43
(4)
(4)
N/A
Class PT1-I-43A
April 2010
Class PT2-I-IO-44
(4)
(4)
N/A
Class PT1-I-44A
May 2010
Class PT2-I-IO-45
(4)
(4)
N/A
Class PT1-I-45A
June 2010
Class PT2-I-IO-46
(4)
(4)
N/A
Class PT1-I-46A
July 2010
Class PT2-I-IO-47
(4)
(4)
N/A
Class PT1-I-47A
August 2010
Class PT2-I-IO-48
(4)
(4)
N/A
Class PT1-I-48A
September 2010
Class PT2-I-IO-49
(4)
(4)
N/A
Class PT1-I-49A
October 2010
Class PT2-I-IO-50
(4)
(4)
N/A
Class PT1-I-50A
November 2010
Class PT2-I-IO-51
(4)
(4)
N/A
Class PT1-I-51A
December 2010
Class PT2-I-IO-52
(4)
(4)
N/A
Class PT1-I-52A
January 2011
Class PT2-I-IO-53
(4)
(4)
N/A
Class PT1-I-53A
February 2011
Class PT2-I-IO-54
(4)
(4)
N/A
Class PT1-I-54A
March 2011
Class PT2-I-IO-55
(4)
(4)
N/A
Class PT1-I-55A
April 2011
Class PT2-I-IO-56
(4)
(4)
N/A
Class PT1-I-56A
May 2011
Class PT2-I-IO-57
(4)
(4)
N/A
Class PT1-I-57A
June 2011
Class PT2-I-IO-58
(4)
(4)
N/A
Class PT1-I-58A
July 2011
Class PT2-I-IO-59
(4)
(4)
N/A
Class PT1-I-59A
August 2011
Class PT2-I-IO-60
(4)
(4)
N/A
Class PT1-I-60A
September 2011
Class PT2-II-1
(5)
$ 36,388,503.48
N/A
N/A
N/A
Class PT2-II-2A
(6)
$ 11,544,033.48
Class PT2-II-IO-2
N/A
N/A
Class PT2-II-2B
(7)
$ 11,544,033.48
N/A
N/A
N/A
Class PT2-II-3A
(6)
$ 14,250,670.62
Class PT2-II-IO-3
N/A
N/A
Class PT2-II-3B
(7)
$ 14,250,670.62
N/A
N/A
N/A
Class PT2-II-4A
(6)
$ 16,936,173.43
Class PT2-II-IO-4
N/A
N/A
Class PT2-II-4B
(7)
$ 16,936,173.43
N/A
N/A
N/A
Class PT2-II-5A
(6)
$ 19,577,246.37
Class PT2-II-IO-5
N/A
N/A
Class PT2-II-5B
(7)
$ 19,577,246.37
N/A
N/A
N/A
Class PT2-II-6A
(6)
$ 22,149,853.80
Class PT2-II-IO-6
N/A
N/A
Class PT2-II-6B
(7)
$ 22,149,853.80
N/A
N/A
N/A
Class PT2-II-7A
(6)
$ 24,629,490.37
Class PT2-II-IO-7
N/A
N/A
Class PT2-II-7B
(7)
$ 24,629,490.37
N/A
N/A
N/A
Class PT2-II-8A
(6)
$ 26,991,326.46
Class PT2-II-IO-8
N/A
N/A
Class PT2-II-8B
(7)
$ 26,991,326.46
N/A
N/A
N/A
Class PT2-II-9A
(6)
$ 29,211,076.63
Class PT2-II-IO-9
N/A
N/A
Class PT2-II-9B
(7)
$ 29,211,076.63
N/A
N/A
N/A
$ 31,260,550.58
Class
Class PT2-II-10A
(6)
PT2-II-IO-10
N/A
N/A
Class PT2-II-10B
(7)
$ 31,260,550.58
N/A
N/A
N/A
$ 33,113,517.52
Class
Class PT2-II-11A
(6)
PT2-II-IO-11
N/A
N/A
Class PT2-II-11B
(7)
$ 33,113,517.52
N/A
N/A
N/A
$ 31,712,659.50
Class
Class PT2-II-12A
(6)
PT2-II-IO-12
N/A
N/A
Class PT2-II-12B
(7)
$ 31,712,659.50
N/A
N/A
N/A
$ 30,220,550.34
Class
Class PT2-II-13A
(6)
PT2-II-IO-13
N/A
N/A
Class PT2-II-13B
(7)
$ 30,220,550.34
N/A
N/A
N/A
$ 28,799,306.30
Class
Class PT2-II-14A
(6)
PT2-II-IO-14
N/A
N/A
Class PT2-II-14B
(7)
$ 28,799,306.30
N/A
N/A
N/A
$ 27,445,398.20
Class
Class PT2-II-15A
(6)
PT2-II-IO-15
N/A
N/A
Class PT2-II-15B
(7)
$
27,445,398.20
N/A
N/A
N/A
$ 26,155,616.62
Class
Class PT2-II-16A
(6)
PT2-II-IO-16
N/A
N/A
Class PT2-II-16B
(7)
$ 26,155,616.62
N/A
N/A
N/A
$ 24,926,905.82
Class
Class PT2-II-17A
(6)
PT2-II-IO-17
N/A
N/A
Class PT2-II-17B
(7)
$ 24,926,905.82
N/A
N/A
N/A
$ 23,756,328.49
Class
Class PT2-II-18A
(6)
PT2-II-IO-18
N/A
N/A
Class PT2-II-18B
(7)
$ 23,756,328.49
N/A
N/A
N/A
$ 22,641,143.54
Class
Class PT2-II-19A
(6)
PT2-II-IO-19
N/A
N/A
Class PT2-II-19B
(7)
$ 22,641,143.54
N/A
N/A
N/A
$ 21,580,659.95
Class
Class PT2-II-20A
(6)
PT2-II-IO-20
N/A
N/A
Class PT2-II-20B
(7)
$ 21,580,659.95
N/A
N/A
N/A
$ 20,568,125.98
Class
Class PT2-II-21A
(6)
PT2-II-IO-21
N/A
N/A
Class PT2-II-21B
(7)
$ 20,568,125.98
N/A
N/A
N/A
$ 19,648,398.89
Class
Class PT2-II-22A
(6)
PT2-II-IO-22
N/A
N/A
Class PT2-II-22B
(7)
$ 19,648,398.89
N/A
N/A
N/A
$ 18,780,345.42
Class
Class PT2-II-23A
(6)
PT2-II-IO-23
N/A
N/A
Class PT2-II-23B
(7)
$ 18,780,345.42
N/A
N/A
N/A
$ 46,076,291.95
Class
Class PT2-II-24A
(6)
PT2-II-IO-24
N/A
N/A
Class PT2-II-24B
(7)
$ 46,076,291.95
N/A
N/A
N/A
$ 40,819,583.73
Class
Class PT2-II-25A
(6)
PT2-II-IO-25
N/A
N/A
Class PT2-II-25B
(7)
$ 40,819,583.73
N/A
N/A
N/A
$ 35,131,051.27
Class
Class PT2-II-26A
(6)
PT2-II-IO-26
N/A
N/A
Class PT2-II-26B
(7)
$ 35,131,051.27
N/A
N/A
N/A
$ 14,825,640.07
Class
Class PT2-II-27A
(6)
PT2-II-IO-27
N/A
N/A
Class PT2-II-27B
(7)
$ 14,825,640.07
N/A
N/A
N/A
$ 13,271,985.43
Class
Class PT2-II-28A
(6)
PT2-II-IO-28
N/A
N/A
Class PT2-II-28B
(7)
$ 13,271,985.43
N/A
N/A
N/A
$ 12,532,125.04
Class
Class PT2-II-29A
(6)
PT2-II-IO-29
N/A
N/A
Class PT2-II-29B
(7)
$ 12,532,125.04
N/A
N/A
N/A
$ 11,834,371.10
Class
Class PT2-II-30A
(6)
PT2-II-IO-30
N/A
N/A
Class PT2-II-30B
(7)
$ 11,834,371.10
N/A
N/A
N/A
$ 11,176,789.36
Class
Class PT2-II-31A
(6)
PT2-II-IO-31
N/A
N/A
Class PT2-II-31B
(7)
$
11,176,789.36
N/A
N/A
N/A
$ 10,556,776.00
Class
Class PT2-II-32A
(6)
PT2-II-IO-32
N/A
N/A
Class PT2-II-32B
(7)
$ 10,556,776.00
N/A
N/A
N/A
$ 7,926,544.09
Class
Class PT2-II-33A
(6)
PT2-II-IO-33
N/A
N/A
Class PT2-II-33B
(7)
$ 7,926,544.09
N/A
N/A
N/A
$ 8,544,857.80
Class
Class PT2-II-34A
(6)
PT2-II-IO-34
N/A
N/A
Class PT2-II-34B
(7)
$ 8,544,857.80
N/A
N/A
N/A
$ 8,070,333.10
Class
Class PT2-II-35A
(6)
PT2-II-IO-35
N/A
N/A
Class PT2-II-35B
(7)
$ 8,070,333.10
N/A
N/A
N/A
$ 7,626,494.24
Class
Class PT2-II-36A
(6)
PT2-II-IO-36
N/A
N/A
Class PT2-II-36B
(7)
$ 7,626,494.24
N/A
N/A
N/A
$ 7,208,074.21
Class
Class PT2-II-37A
(6)
PT2-II-IO-37
N/A
N/A
Class PT2-II-37B
(7)
$ 7,208,074.21
N/A
N/A
N/A
$ 6,813,336.82
Class
Class PT2-II-38A
(6)
PT2-II-IO-38
N/A
N/A
Class PT2-II-38B
(7)
$ 6,813,336.82
N/A
N/A
N/A
$ 6,440,911.76
Class
Class PT2-II-39A
(6)
PT2-II-IO-39
N/A
N/A
Class PT2-II-39B
(7)
$ 6,440,911.76
N/A
N/A
N/A
$ 6,089,509.29
Class
Class PT2-II-40A
(6)
PT2-II-IO-40
N/A
N/A
Class PT2-II-40B
(7)
$ 6,089,509.29
N/A
N/A
N/A
$ 5,934,862.03
Class
Class PT2-II-41A
(6)
PT2-II-IO-41
N/A
N/A
Class PT2-II-41B
(7)
$ 5,934,862.03
N/A
N/A
N/A
$ 5,671,762.90
Class
Class PT2-II-42A
(6)
PT2-II-IO-42
N/A
N/A
Class PT2-II-42B
(7)
$ 5,671,762.90
N/A
N/A
N/A
$ 5,364,130.55
Class
Class PT2-II-43A
(6)
PT2-II-IO-43
N/A
N/A
Class PT2-II-43B
(7)
$ 5,364,130.55
N/A
N/A
N/A
$ 5,073,764.86
Class
Class PT2-II-44A
(6)
PT2-II-IO-44
N/A
N/A
Class PT2-II-44B
(7)
$ 5,073,764.86
N/A
N/A
N/A
$ 4,799,672.57
Class
Class PT2-II-45A
(6)
PT2-II-IO-45
N/A
N/A
Class PT2-II-45B
(7)
$ 4,799,672.57
N/A
N/A
N/A
$ 4,540,918.57
Class
Class PT2-II-46A
(6)
PT2-II-IO-46
N/A
N/A
Class PT2-II-46B
(7)
$ 4,540,918.57
N/A
N/A
N/A
$ 4,296,622.19
Class
Class PT2-II-47A
(6)
PT2-II-IO-47
N/A
N/A
Class PT2-II-47B
(7)
$
4,296,622.19
N/A
N/A
N/A
$ 4,065,954.73
Class
Class PT2-II-48A
(6)
PT2-II-IO-48
N/A
N/A
Class PT2-II-48B
(7)
$ 4,065,954.73
N/A
N/A
N/A
$ 3,848,135.36
Class
Class PT2-II-49A
(6)
PT2-II-IO-49
N/A
N/A
Class PT2-II-49B
(7)
$ 3,848,135.36
N/A
N/A
N/A
$ 3,642,428.94
Class
Class PT2-II-50A
(6)
PT2-II-IO-50
N/A
N/A
Class PT2-II-50B
(7)
$ 3,642,428.94
N/A
N/A
N/A
$ 3,448,143.17
Class
Class PT2-II-51A
(6)
PT2-II-IO-51
N/A
N/A
Class PT2-II-51B
(7)
$ 3,448,143.17
N/A
N/A
N/A
$ 3,264,626.11
Class
Class PT2-II-52A
(6)
PT2-II-IO-52
N/A
N/A
Class PT2-II-52B
(7)
$ 3,264,626.11
N/A
N/A
N/A
$ 3,091,263.70
Class
Class PT2-II-53A
(6)
PT2-II-IO-53
N/A
N/A
Class PT2-II-53B
(7)
$ 3,091,263.70
N/A
N/A
N/A
$ 2,927,477.65
Class
Class PT2-II-54A
(6)
PT2-II-IO-54
N/A
N/A
Class PT2-II-54B
(7)
$ 2,927,477.65
N/A
N/A
N/A
$ 2,772,723.22
Class
Class PT2-II-55A
(6)
PT2-II-IO-55
N/A
N/A
Class PT2-II-55B
(7)
$ 2,772,723.22
N/A
N/A
N/A
$ 2,626,487.31
Class
Class PT2-II-56A
(6)
PT2-II-IO-56
N/A
N/A
Class PT2-II-56B
(7)
$ 2,626,487.31
N/A
N/A
N/A
$ 2,488,293.81
Class
Class PT2-II-57A
(6)
PT2-II-IO-57
N/A
N/A
Class PT2-II-57B
(7)
$ 2,488,293.81
N/A
N/A
N/A
$ 2,357,725.03
Class
Class PT2-II-58A
(6)
PT2-II-IO-58
N/A
N/A
Class PT2-II-58B
(7)
$ 2,357,725.03
N/A
N/A
N/A
$ 2,241,812.07
Class
Class PT2-II-59A
(6)
PT2-II-IO-59
N/A
N/A
Class PT2-II-59B
(7)
$ 2,241,812.07
N/A
N/A
N/A
$ 38,217,482.40
Class
Class PT2-II-60A
(6)
PT2-II-IO-60
N/A
N/A
Class PT2-II-60B
(7)
$ 38,217,482.40
N/A
N/A
N/A
Class PT2-II-IO-2
(4)
(4)
N/A
Class PT1-II-2A
October 2006
Class PT2-II-IO-3
(4)
(4)
N/A
Class PT1-II-3A
November 2006
Class PT2-II-IO-4
(4)
(4)
N/A
Class PT1-II-4A
December 2006
Class PT2-II-IO-5
(4)
(4)
N/A
Class PT1-II-5A
January 2007
Class PT2-II-IO-6
(4)
(4)
N/A
Class PT1-II-6A
February 2007
Class PT2-II-IO-7
(4)
(4)
N/A
Class PT1-II-7A
March 2007
Class PT2-II-IO-8
(4)
(4)
N/A
Class PT1-II-8A
April 2007
Class PT2-II-IO-9
(4)
(4)
N/A
Class PT1-II-9A
May 2007
Class PT2-II-IO-10
(4)
(4)
N/A
Class PT1-II-10A
June 2007
Class PT2-II-IO-11
(4)
(4)
N/A
Class PT1-II-11A
July 2007
Class PT2-II-IO-12
(4)
(4)
N/A
Class PT1-II-12A
August 2007
Class PT2-II-IO-13
(4)
(4)
N/A
Class PT1-II-13A
September 2007
Class PT2-II-IO-14
(4)
(4)
N/A
Class PT1-II-14A
October 2007
Class PT2-II-IO-15
(4)
(4)
N/A
Class PT1-II-15A
November 2007
Class PT2-II-IO-16
(4)
(4)
N/A
Class PT1-II-16A
December 2007
Class PT2-II-IO-17
(4)
(4)
N/A
Class PT1-II-17A
January 2008
Class PT2-II-IO-18
(4)
(4)
N/A
Class PT1-II-18A
February 2008
Class PT2-II-IO-19
(4)
(4)
N/A
Class PT1-II-19A
March 2008
Class PT2-II-IO-20
(4)
(4)
N/A
Class PT1-II-20A
April 2008
Class PT2-II-IO-21
(4)
(4)
N/A
Class PT1-II-21A
May 2008
Class PT2-II-IO-22
(4)
(4)
N/A
Class PT1-II-22A
June 2008
Class PT2-II-IO-23
(4)
(4)
N/A
Class PT1-II-23A
July 2008
Class PT2-II-IO-24
(4)
(4)
N/A
Class PT1-II-24A
August 2008
Class PT2-II-IO-25
(4)
(4)
N/A
Class PT1-II-25A
September 2008
Class PT2-II-IO-26
(4)
(4)
N/A
Class PT1-II-26A
October 2008
Class PT2-II-IO-27
(4)
(4)
N/A
Class PT1-II-27A
November 2008
Class PT2-II-IO-28
(4)
(4)
N/A
Class PT1-II-28A
December 2008
Class PT2-II-IO-29
(4)
(4)
N/A
Class PT1-II-29A
January 2009
Class PT2-II-IO-30
(4)
(4)
N/A
Class PT1-II-30A
February 2009
Class PT2-II-IO-31
(4)
(4)
N/A
Class PT1-II-31A
March 2009
Class PT2-II-IO-32
(4)
(4)
N/A
Class PT1-II-32A
April 2009
Class PT2-II-IO-33
(4)
(4)
N/A
Class PT1-II-33A
June 2009
Class PT2-II-IO-34
(4)
(4)
N/A
Class PT1-II-34A
July 2009
Class PT2-II-IO-35
(4)
(4)
N/A
Class PT1-II-35A
August 2009
Class PT2-II-IO-36
(4)
(4)
N/A
Class PT1-II-36A
September 2009
Class PT2-II-IO-37
(4)
(4)
N/A
Class PT1-II-37A
October 2009
Class PT2-II-IO-38
(4)
(4)
N/A
Class PT1-II-38A
November 2009
Class PT2-II-IO-39
(4)
(4)
N/A
Class PT1-II-39A
December 2009
Class PT2-II-IO-40
(4)
(4)
N/A
Class PT1-II-40A
January 2010
Class PT2-II-IO-41
(4)
(4)
N/A
Class PT1-II-41A
February 2010
Class PT2-II-IO-42
(4)
(4)
N/A
Class
PT1-II-42A March
2010
Class PT2-II-IO-43
(4)
(4)
N/A
Class PT1-II-43A
April 2010
Class PT2-II-IO-44
(4)
(4)
N/A
Class PT1-II-44A
May 2010
Class PT2-II-IO-45
(4)
(4)
N/A
Class PT1-II-45A
June 2010
Class PT2-II-IO-46
(4)
(4)
N/A
Class PT1-II-46A
July 2010
Class PT2-II-IO-47
(4)
(4)
N/A
Class PT1-II-47A
August 2010
Class PT2-II-IO-48
(4)
(4)
N/A
Class PT1-II-48A
September 2010
Class PT2-II-IO-49
(4)
(4)
N/A
Class PT1-II-49A
October 2010
Class PT2-II-IO-50
(4)
(4)
N/A
Class PT1-II-50A
November 2010
Class PT2-II-IO-51
(4)
(4)
N/A
Class PT1-II-51A
December 2010
Class PT2-II-IO-52
(4)
(4)
N/A
Class PT1-II-52A
January 2011
Class PT2-II-IO-53
(4)
(4)
N/A
Class PT1-II-53A
February 2011
Class PT2-II-IO-54
(4)
(4)
N/A
Class PT1-II-54A
March 2011
Class PT2-II-IO-55
(4)
(4)
N/A
Class PT1-II-55A
April 2011
Class PT2-II-IO-56
(4)
(4)
N/A
Class PT1-II-56A
May 2011
Class PT2-II-IO-57 (4)
(4)
N/A
Class PT1-II-57A
June 2011
Class PT2-II-IO-58
(4)
(4)
N/A
Class PT1-II-58A
July 2011
Class PT2-II-IO-59
(4)
(4)
N/A
Class PT1-II-59A
August 2011
Class PT2-II-IO-60
(4)
(4)
N/A
Class PT1-II-60A
September 2011
Class PT2-R
(8)
$50.00
N/A
N/A
N/A
--------------------------------------------------------------------------------
</TABLE>
(1) For
any Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
Pooling-Tier
REMIC-1 Loan Group I WAC Rate.
(2) For
any Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
weighted
average of the Pooling-Tier REMIC-1 Interest Rates on the
Pooling-Tier
REMIC-1 Regular Interests relating to Loan Group I and having an
"A" in
their class
designation, provided that, on each Distribution Date on
which interest is distributable on the Corresponding Pooling-Tier
REMIC-2
IO
Interest, this Pooling-Tier REMIC-2 Regular Interest shall bear
interest at a per annum rate equal to Swap LIBOR subject to a
maximum
rate
equal to the weighted average of the Pooling-Tier REMIC-1
Interest
Rates on the Pooling-Tier REMIC-1 Regular Interests relating to
Loan
Group I and having an "A" in their class designation.
(3) For
any Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
weighted
average of the Pooling-Tier REMIC-1 Interest Rates on the
Pooling-Tier
REMIC-1 Regular Interests relating to Loan Group I and having a "B"
in
their class designation.
(4) Each
Pooling-Tier REMIC-2 IO is an interest-only interest and does
not
have
a principal balance but has a notional balance ("Pooling-Tier
REMIC-2 IO Notional Balance") equal to the Pooling-Tier REMIC-2
Principal
Amount of the Corresponding Pooling-Tier REMIC-1 Regular Interest.
From
the
Closing Date through and including the Corresponding Actual
Crossover
Distribution Date, each Pooling-Tier REMIC-2 IO Interest shall
be
entitled to receive interest that accrues on the Corresponding
Pooling-Tier REMIC-1 Regular Interest at a rate equal to the
excess, if
any,
of (i) the Pooling-Tier REMIC-1 Interest Rate for the
Corresponding
Pooling-Tier REMIC-1 Regular Interest over (ii) Swap LIBOR. After
the
Corresponding Actual Crossover Distribution Date, the
Pooling-Tier
REMIC-2 IO Interest shall not accrue interest.
(5) For
any Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
Pooling-Tier
REMIC-1 Loan Group II WAC Rate.
(6) For
any Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
weighted
average of the Pooling-Tier REMIC-1 Interest Rates on the
Pooling-Tier
REMIC-1 Regular Interests relating to Loan Group II and having an
"A" in
their class designation, provided that, on each Distribution Date
on
which interest is distributable on the Corresponding Pooling-Tier
REMIC-2
IO
Interest, this Pooling-Tier REMIC-2 Regular Interest shall bear
interest at a per annum rate equal to Swap LIBOR subject to a
maximum
rate
equal to the weighted average of the Pooling-Tier REMIC-1
Interest
Rates on the Pooling-Tier REMIC-1 Regular Interests relating to
Loan
Group II and having an "A" in their class designation.
(7) For
any Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
weighted
average of the Pooling-Tier REMIC-1 Interest Rates on the
Pooling-Tier
REMIC-1 Regular Interests relating to Loan Group II and having a
"B" in
their class designation.
(8) The
Class PT2-R Interest shall not bear interest.
On each Distribution Date, the interest distributable in
respect
of the Mortgage Loans for such Distribution Date shall be
distributed to the
Pooling-Tier REMIC-2 Regular Interests at the Pooling-Tier REMIC-2
Interest
Rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage Loans
shall be
allocated to the Class R Certificates in respect of the Class PT2-R
Interest
pursuant to Section 4.02(a)(iii) until its Class Certificate
Balance is reduced
to zero, then to the outstanding Pooling-Tier REMIC-2 Regular
Interests (other
than the Pooling-Tier REMIC-2 IO Interests) relating to Loan Group
I with the
lowest numerical denomination until the Pooling-Tier REMIC-2
Principal Amount of
such interest is reduced to zero, provided that, for Pooling-Tier
REMIC-2
Regular Interests relating to Loan Group I with the same numerical
denomination,
such Realized Losses and payments of principal shall be allocated
pro rata
between such Pooling-Tier REMIC-2 Regular Interests, until the
Pooling-Tier
REMIC-2 Principal Amount of such interest is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage Loans
shall be
allocated to the outstanding Pooling-Tier REMIC-2 Regular Interests
(other than
the Pooling-Tier REMIC-2 IO Interests) relating to Loan Group II
with the lowest
numerical denomination until the Pooling-Tier REMIC-2 Principal
Amount of such
interest is reduced to zero, provided that, for Pooling-Tier
REMIC-2 Regular
Interests relating to Loan Group II with the same numerical
denomination, such
Realized Losses and payments of principal shall be allocated pro
rata between
such Pooling-Tier REMIC-2 Regular Interests, until the Pooling-Tier
REMIC-2
Principal Amount of such interest is reduced to zero.
Lower-Tier REMIC
The Lower-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R Interest, is hereby
designated as a
regular interest in the Lower-Tier REMIC. The Class LT-R Interest
is hereby
designated as the sole class of residual interest in the Lower-Tier
REMIC and
shall be represented by the Class R Certificates.
<TABLE>
<CAPTION>
Corresponding
Lower-Tier
Lower-Tier
Initial Lower-Tier
Upper-Tier REMIC
Regular
Interest Interest
Rate
Principal Amount
Regular Interest
--------------------
-------------
--------------------------------- ----------------
<S>
<C>
<C>
<C>
Class LT-A-1
(1)
1/2 initial Class Certificate
A-1
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-A-2A
(1)
1/2 initial Class Certificate
A-2A
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-A-2B
(1)
1/2 initial Class Certificate
A-2B
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-A-2C
(1)
1/2 initial Class Certificate
A-2C
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-A-2D
(1)
1/2 initial Class Certificate
A-2D
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-M-1
(1)
1/2 initial Class Certificate
M-1
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-M-2
(1)
1/2 initial Class Certificate
M-2
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-M-3
(1)
1/2 initial Class Certificate
M-3
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-M-4
(1)
1/2 initial Class Certificate
M-4
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-M-5
(1)
1/2 initial Class Certificate
M-5
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-M-6
(1)
1/2 initial Class Certificate
M-6
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-M-7
(1)
1/2 initial Class Certificate
M-7
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-M-8
(1) 1/2
initial Class Certificate
M-8
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-M-9
(1)
1/2 initial Class Certificate
M-9
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-B-1
(1)
1/2 initial Class Certificate
B-1
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-B-2
(1)
1/2 initial Class Certificate
B-2
Balance of Corresponding
Upper-Tier REMIC Regular Interest
Class LT-Accrual
(1)
1/2 Pool Principal Balance plus 1/2
N/A
Overcollateralized Amount, less
the Initial Lower-Tier Principal
Amounts of the Class LT-Group I,
Class LT-Group II and Class LT-3
Interests, less $50
Class LT-Group I
(2)
0.001% aggregate Stated Principal
N/A
Balance of Group I Mortgage
Loans(4)
Class LT-Group II
(3)
0.001% aggregate Stated Principal
N/A
Balance of Group II Mortgage
Loans(4)
Class LT-IO
(5)
(5)
N/A
Class LT-3
(6)
$50.00
Class LT-R
(7)
(7)
N/A
-----------------------------
</TABLE>
(1) The
interest rate with respect to any Distribution Date for these
interests is a per annum variable rate equal to the weighted
average of
the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular Interests (other than the Pooling-Tier REMIC-2 IO
Interests).
(2) The
interest rate with respect to any Distribution Date for the
Class
LT-Group I Interest is a per annum variable rate (expressed as
a
percentage rounded to eight decimal places) equal to the weighted
average
of
the Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier
REMIC-2
Regular Interests (other than the Pooling Tier REMIC-2 IO
Interests)
relating to Loan Group I.
(3) The
interest rate with respect to any Distribution Date for the
Class
LT-Group II Interest is a per annum variable rate (expressed as
a
percentage rounded to eight decimal places) equal to the weighted
average
of
the Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier
REMIC-2
Regular Interests (other than the Pooling Tier REMIC-2 IO
Interests)
relating to Loan Group II.
(4) For
all Distribution Dates, the Lower-Tier Principal Amount of
these
Lower-Tier Regular Interests shall be rounded to eight decimal
places.
(5) This
Lower-Tier Regular Interest is an interest-only interest and
does
not
have a Lower-Tier Principal Amount. On each Distribution Date,
this
Lower-Tier Regular Interest shall be entitled to receive all
interest
distributable on the Pooling-Tier REMIC-2 IO Interests.
(6) This
Lower-Tier Regular Interest shall not be entitled to interest
and
shall have a Lower-Tier Principal Amount at all times equal to the
Class
Certificate Balance of the Class RX Certificates.
(7) The
Class LT-R Interest does not have a principal amount or an
interest
rate.
Each Lower-Tier Regular Interest is hereby designated as a
regular
interest in the Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2A,
Class
LT-A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-M-1, Class LT-M-2,
Class LT-M-3,
Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-M-7, Class
LT-M-8, Class
LT-M-9, Class LT-B-1 and Class LT-B-2 Interests are hereby
designated the
LT-Accretion Directed Classes (the "LT-Accretion Directed
Classes").
On each Distribution Date, 50% of the increase in the
Overcollateralized Amount shall be payable as a reduction of the
Lower-Tier
Principal Amount of the LT-Accretion Directed Classes (each such
Class will be
reduced by an amount equal to 50% of any increase in the
Overcollateralized
Amount that is attributable to a reduction in the Class Certificate
Balance of
its Corresponding Class) and shall be accrued and added to the
Lower-Tier
Principal Amount of the Class LT-Accrual Interest. On each
Distribution Date,
the increase in the Lower-Tier Principal Amount of the Class
LT-Accrual Interest
shall not exceed interest accruals for such Distribution Date for
the Class
LT-Accrual Interest. In the event that: (i) 50% of the increase in
the
Overcollateralized Amount exceeds (ii) interest accruals on the
Class LT-Accrual
Interest for such Distribution Date, the excess for such
Distribution Date
(accumulated with all such excesses for all prior Distribution
Dates) will be
added to any increase in the Overcollateralized Amount for purposes
of
determining the amount of interest accrual on the Class LT-Accrual
Interest
payable as principal on the LT-Accretion Directed Classes on the
next
Distribution Date pursuant to the first sentence of this paragraph.
All payments
of scheduled principal and prepayments of principal generated by
the Mortgage
Loans and all Subsequent Recoveries allocable to principal shall be
allocated
(i) 50% to the Class LT-Accrual Interest, the Class LT-Group I
Interest and
Class LT-Group II Interest (and further allocated among these
Lower-Tier Regular
Interests in the manner described below) and (ii) 50% to the
LT-Accretion
Directed Classes (such principal payments and Subsequent Recoveries
shall be
allocated among such LT-Accretion Directed Classes in an amount
equal to 50% of
the principal amounts and Subsequent Recoveries allocated to their
respective
Corresponding Classes), until paid in full. Notwithstanding the
above, principal
payments allocated to the Class X Interest that result in the
reduction in the
Overcollateralized Amount shall be allocated to the Class
LT-Accrual Interest
(until paid in full). Realized Losses shall be applied so that
after all
distributions have been made on each Distribution Date (i) the
Lower-Tier
Principal Amount of each of the LT-Accretion Directed Classes is
equal to 50% of
the Class Certificate Balance of their Corresponding Class, and
(ii) the Class
LT-Accrual Interest, the Class LT-Group I and the Class LT-Group II
Interest
(and further allocated among these Lower-Tier Regular Interests in
the manner
described below) is equal to 50% of the aggregate Stated Principal
Balance of
the Mortgage Loans plus 50% of the Overcollateralized Amount. Any
increase in
the Class Certificate Balance of a Class of LIBOR Certificates as a
result of a
Subsequent Recovery shall increase the Lower-Tier Principal Amount
of the
Corresponding Lower-Tier Regular Interest by 50% of such increase,
and the
remaining 50% of such increase shall increase the Lower-Tier
Principal Amount of
the Class LT-Accrual Interest. As among the Class LT-Accrual
Interest, the Class
LT-Group I Interest and the Class LT-Group II Interest, all
payments of
scheduled principal and prepayments of principal generated by the
Mortgage
Loans, all Subsequent Recoveries and all Realized Losses, allocable
to such
Lower-Tier Regular Interests shall be allocated (i) to the Class
LT-Group I
Interest and the Class LT-Group II Interest, each from the related
Loan Group so
that their respective Lower-Tier Principal Amounts (computed to at
least eight
decimal places) are equal to 0.001% of the aggregate Stated
Principal Balance of
the Mortgage Loans in the related Loan Group and (ii) the remainder
to the Class
LT-Accrual Interest.
Upper-Tier REMIC
The Upper-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class UT-R Interest, is hereby
designated as a
regular interest in the Upper-Tier REMIC. The Class UT-R Interest
is hereby
designated as the sole class of residual interests in the
Upper-Tier REMIC and
shall be represented by the Class R Certificates.
Upper-Tier REMIC
Upper-Tier
Initial
Principal
Corresponding Class
Interest
Interest Rate
Upper-Tier Amount of
Certificates
----------------- -------------
----------------- -------------------
Class A-1
(1)
$ 244,303,000
Class A-1
Class A-2A
(2)
$ 737,527,000
Class A-2A
Class A-2B
(2)
$ 218,496,000
Class A-2B
Class A-2C
(2)
$ 326,660,000
Class A-2C
Class A-2D
(2)
$ 188,322,000
Class A-2D
Class M-1
(3)
$ 73,195,000
Class M-1
Class M-2
(3)
$ 65,769,000
Class M-2
Class M-3
(3)
$ 37,128,000
Class M-3
Class M-4
(3)
$
36,067,000
Class M-4
Class M-5
(3)
$ 32,885,000
Class M-5
Class M-6
(3)
$ 30,763,000
Class M-6
Class M-7
(3)
$ 29,702,000
Class M-7
Class M-8
(3)
$ 18,034,000
Class M-8
Class M-9
(3)
$ 15,912,000
Class M-9
Class B-1
(3)
$ 11,668,000
Class B-1
Class B-2
(3)
$ 21,216,000
Class B-2
Class UT-IO
(4)
(4)
N/A
Class UT-X
(5)
(5)
N/A
Class UT-3
(6)
$50
N/A
Class UT-R
(7)
(7)
Class R
-----------------
(1) For
any Distribution Date (and the related Interest Accrual Period),
this
interest shall bear interest at the least of (i) the Pass-Through
Rate
(determined without regard to the Loan Group I Cap or WAC Cap) for
the
Corresponding Class of Certificates, (ii) the Lower-Tier Interest
Rate
for
the Class LT-Group I Interest (the "Upper-Tier REMIC Loan Group
I
Rate") and (iii) the Upper-Tier REMIC WAC Rate.
(2) For
any Distribution Date (and the related Interest Accrual Period),
this
interest shall bear interest at the least of (i) the Pass-Through
Rate
(determined without regard to the Loan Group II Cap or WAC Cap) for
the
Corresponding Class of Certificates, (ii) the Lower-Tier Interest
Rate
for
the Class LT-Group II Interest (the "Upper-Tier REMIC Loan Group
II
Rate") and (iii) the Upper-Tier REMIC WAC Rate.
(3) For
any Distribution Date (and the related Interest Accrual Period),
this
interest shall bear interest at the lesser of (i) the Pass-Through
Rate
(determined without regard to the applicable WAC Cap) for the
Corresponding Class of Certificates and (ii) the Upper-Tier REMIC
WAC
Rate.
(4) This
interest is an interest-only interest and does not have a
principal
balance. On each Distribution Date, the Class UT-IO Interest shall
be
entitled to receive all interest distributable on the Class
LT-IO
Interest.
(5) The
Class UT-X Interest has an initial principal balance of
$33,946,197
but
will not accrue interest on such balance but will accrue interest
on
a
notional principal balance. As of any Distribution Date, the Class
UT-X
Interest shall have a notional principal balance equal to the
aggregate
of
the Lower-Tier Principal Amounts of the Lower-Tier Regular
Interests
(other than the Class LT-IO and Class LT-3 Interests) as of the
first day
of
the related Interest Accrual Period. With respect to any
Interest
Accrual Period, the Class UT-X Interest shall bear interest at a
rate
equal to the excess, if any, of the Upper-Tier REMIC WAC Rate over
the
product of (i) 2 and (ii) the weighted average of the Lower-Tier
Interest
Rates of the Lower-Tier REMIC Interests (other than the Class LT-IO
and
Class LT-3 Interests), where the Lower-Tier Interest Rate on each
of the
Class LT-Accrual Interest, Class LT-Group I Interest and Class
LT-Group
II
Interest is subject to a cap equal to zero and each
LT-Accretion
Directed Class is subject to a cap equal to the Upper-Tier Interest
Rate
on
its Corresponding Class of Upper-Tier Regular Interest. With
respect
to
any Distribution Date, interest that so accrues on the notional
principal balance of the Class UT-X Interest shall be deferred in
an
amount equal to any increase in the Overcollateralized Amount on
such
Distribution Date. Such deferred interest shall not itself bear
interest.
(6) This
Upper-Tier Regular Interest shall not be entitled to interest
and
shall have a principal balance equal to the Class Certificate
Balance of
the
Class RX Certificates.
(7) The
Class UT-R Interest does not have an interest rate or a
principal
balance.
On each Distribution Date, interest distributable in respect of
the Lower-Tier Interests for such Distribution Date shall be deemed
to be
distributed on the interests in the Upper-Tier REMIC at the rates
shown above,
provided that the Class UT-IO Interest shall be entitled to receive
interest
before any other interest in the Upper-Tier REMIC.
On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to the
Upper-Tier
Interests until the outstanding principal balance of each such
interest equals
the outstanding Class Certificate Balance of the Corresponding
Class of
Certificates as of such Distribution Date.
Class X REMIC
The Class X REMIC shall issue the following classes of
interests.
The Class X Interest and the Class IO Interest shall each represent
a regular
interest in the Class X REMIC and the Class RX Certificates shall
represent the
sole class of residual interest in the Class X REMIC.
Class X REMIC
Class X
REMIC Designation
Interest Rate
Principal Amount
Class X Interest
(1)
(1)
Class IO Interest
(2)
(2)
Class RX Certificates
(3)
$50.00
--------------------------------------------------------------------------------
(1) The
Class X Interest has an initial principal balance equal to the
initial principal balance of the Class UT-X Interest and is
entitled to
100%
of the interest and principal on the Class UT-X Interest on
each
Distribution Date.
(2) This
interest is an interest-only interest and does not have a
principal
balance. On each Distribution Date the Class IO Interest shall
be
entitled to receive 100% of the interest distributable on the Class
UT-IO
Interest.
(3) The
Class RX Certificates do not have an interest rate.
Certificates
Class Pass-Through Class Certificate
Class Designation
Rate
Balance
----------------- ------------------
----------------
Class A-1(21)
(1)
$ 244,303,000
Class A-2A(21)
(2)
$ 737,527,000
Class A-2B(21)
(3)
$ 218,496,000
Class A-2C(21)
(4)
$ 326,660,000
Class A-2D(21)
(5)
$ 188,322,000
Class M-1(21)
(6)
$ 73,195,000
Class M-2(21)
(7)
$ 65,769,000
Class M-3(21)
(8)
$ 37,128,000
Class M-4(21)
(9)
$ 36,067,000
Class M-5(21)
(10)
$ 32,885,000
Class M-6(21)
(11)
$ 30,763,000
Class M-7(21)
(12)
$ 29,702,000
Class M-8(21)
(13)
$ 18,034,000
Class M-9(21)
(14)
$ 15,912,000
Class B-1(21)
(15)
$ 11,668,000
Class B-2(21)
(16)
$ 21,216,000
Class X
(17)
$
0(17)
Class R
(18)
$
50
Class RC
(19)
$
100
Class RX
(20)
$
50
-------------------------------
(1) The
Class A-1 Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the least of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin, (2) the Loan Group I
Cap
and
(3) the WAC Cap.
(2) The
Class A-2A Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the least of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin, (2) the Loan Group
II Cap
and
(3) the WAC Cap.
(3) The
Class A-2B Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the least of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin, (2) the Loan Group
II Cap
and
(3) the WAC Cap.
(4) The
Class A-2C Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the least of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin, (2) the Loan Group
II Cap
and
(3) the WAC Cap.
(5) The
Class A-2D Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the least of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin, (2) the Loan Group
II Cap
and
(3) the WAC Cap.
(6) The
Class M-1 Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the lesser of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin and (2) the WAC
Cap.
(7) The
Class M-2 Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the lesser of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin and (2) the WAC
Cap.
(8) The
Class M-3 Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the lesser of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin and (2) the WAC
Cap.
(9) The
Class M-4 Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the lesser of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin and (2) the WAC
Cap.
(10) The Class
M-5 Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the lesser of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin and (2) the WAC
Cap.
(11) The Class
M-6 Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the lesser of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin and (2) the WAC
Cap.
(12) The Class
M-7 Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the lesser of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin and (2) the WAC
Cap.
(13) The Class
M-8 Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the lesser of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin and (2) the WAC
Cap.
(14) The Class
M-9 Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the lesser of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin and (2) the WAC
Cap.
(15) The Class
B-1 Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the lesser of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin and (2) the WAC
Cap.
(16) The Class
B-2 Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the lesser of (1)
One-Month
LIBOR plus the applicable Pass-Through Margin and (2) the WAC
Cap.
(17) The Class X
Certificates will represent beneficial ownership of (i) the
Class X Interest, (ii) the Class IO Interest, (iii) the right to
receive
Class IO Shortfalls, (iv) amounts in the Supplemental Interest
Trust,
including the Interest Rate Swap Agreement subject to the
obligation to
pay
Net Swap Payments and Swap Termination Payments to the Swap
Provider
and
Upper-Tier Carry Forward Amounts and, without duplication, Basis
Risk
Carry Forward Amounts and (v) amounts in the Excess Reserve Fund
Account,
subject to the obligation to make payments from the Excess Reserve
Fund
Account in respect of Basis Risk Carry Forward Amounts. For
federal
income tax purposes, the Trustee will treat a Class X
Certificateholder's
obligation to make payments of Basis Risk Carry Forward Amounts to
the
LIBOR Certificates from the Excess Reserve Fund Account and the
Supplemental Interest Trust and, without duplication, Upper-Tier
Carry
Forward Amounts from the Supplemental Interest Trust as payments
made
pursuant to an interest rate cap contract written by the Class
X
Certificateholders in favor of each Class of LIBOR Certificates.
Such
rights of the Class X Certificateholders and LIBOR
Certificateholders
shall be treated as held in a portion of the Trust Fund that is
treated
as a
grantor trust under subpart E, Part I of subchapter J of the
Code.
(18) The Class R
Certificates do not have an interest rate. The Class R
Certificates represent ownership of the Class PT2-R Interest, the
Class
LT-R
Interest and the Class UT-R Interest.
(19) The Class
RC Certificates do not have an interest rate. The Class RC
Certificates represent the residual interest in Pooling-Tier
REMIC-1.
(20) The Class
RX Certificates do not have an interest rate. The Class RX
Certificates represent the residual interest in the Class X
REMIC.
(21) Each of
these Certificates will represent not only the ownership of a
regular interest in the Corresponding REMIC but also the right to
receive
payments from the Excess Reserve Fund Account and the
Supplemental
Interest Trust. Each of these Certificates will also be subject to
the
obligation to pay Class IO Shortfalls as described in Section 8.13.
For
federal income tax purposes, any amount distributed on the
LIBOR
Certificates on any such Distribution Date in excess of the
amount
distributable on the regular interest in the Upper-Tier REMIC on
such
Distribution Date shall be treated as having been paid from the
Excess
Reserve Fund Account or the Supplemental Interest Trust, as
applicable,
and
any amount distributable on such 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 Supplemental Interest Trust, all pursuant to, and as
further
provided in, Section 8.13. The Trustee will treat a LIBOR
Certificateholder's right to receive payments from the Excess
Reserve
Fund
Account and the Supplemental Interest Trust as payments made
pursuant to an interest rate cap contract written by the Class
X
Certificateholders.
The minimum denomination for the LIBOR Certificates will be
$25,000, with integral multiples of $1 in excess thereof except
that one
Certificate in each Class may be issued in a different amount. The
minimum
denomination for (a) the Class R Certificates will be $50,
representing a 100%
Percentage Interest in the related Class, (b) the Class RC
Certificates will be
$100, representing a 100% Percentage Interest in the related Class,
(c) the
Class RX Certificates will be $50, representing a 100% Percentage
Interest in
the related Class, (d) the Class P Certificates will be a 1%
Percentage Interest
in such Class, (e) the Class C Certificates will be a 1% Percentage
Interest in
such Class, and (f) the Class X Certificates will be a 1%
Percentage Interest in
such Class.
It is expected that each Class of Certificates will receive its
final distribution on or prior to the applicable Final Scheduled
Distribution
Date.
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-1, Class A-2A, Class
A-2B,
Class A-2C and Class A-2D Certificates.
Class A-2 Certificates............. Class A-2A, Class A-2B, Class
A-2C and
Class A-2D Certificates.
Class B Certificates............... Class B-1 and Class B-2
Certificates.
Class M Certificates............... Class M-1, Class M-2, Class
M-3, Class
M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9 Certificates.
ERISA-Restricted
Certificates..................... Residual Certificates, Class C
Certificates,
Class P Certificates and Class X
Certificates; and any Certificate with a
rating below the lowest applicable permitted
rating under the Underwriter's Exemption.
LIBOR Certificates................. The Class A, Class M and Class
B
Certificates, collectively.
Offered Certificates............... All Classes of Certificates
other than the
Private Certificates.
Physical Certificates.............. Class P Certificates, Class C
Certificates
and Class X Certificates.
Private Certificates............... Class B, Class P and Class X
Certificates.
Rating Agencies.................... Standard & Poor's and
Moody's.
Regular Certificates............... All Classes of Certificates
other than the
Class P Certificates, Class C Certificates
and the Residual Certificates.
Residual Certificates.............. Class R, Class RC and Class
RX
Certificates.
Subordinated Certificates.......... Class M and Class B
Certificates.
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have
the following meanings:
Accepted Servicing Practices: With respect to any Mortgage
Loan,
the servicing and administration of such Mortgage Loan (i) in the
same manner in
which, and with the same care, skill, prudence and diligence with
which the
Servicer generally services and administers similar mortgage loans
with similar
mortgagors (A) for other third parties, giving due consideration to
customary
and usual standards of practice of prudent institutional
residential mortgage
lenders servicing their own mortgage loans or (B) held in the
Servicer's own
portfolio, whichever standard is higher, and (ii) in accordance
with applicable
local, state and federal laws, rules and regulations.
Account: Any of the Collection Account, the Distribution
Account,
any Escrow Account, the Excess Reserve Fund Account or the
Supplemental Interest
Trust. Each Account shall be an Eligible Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of LIBOR Certificates, the
amount of
interest accrued during the related Interest Accrual Period at the
applicable
Pass-Through Rate on the related Class Certificate Balance
immediately prior to
such Distribution Date, as reduced by such Class's share of Net
Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution
Date allocated to such Class pursuant to Section 4.02.
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
purchased pursuant to the Purchase Agreement.
Adjusted Net Mortgage Interest Rate: As to each Mortgage Loan
and
at any time, the per annum rate equal to the Mortgage Interest Rate
less the
Expense Fee Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first Due Date on which the related Mortgage Interest Rate adjusts
as set forth
in the related Mortgage Note and each Due Date thereafter on which
the Mortgage
Interest Rate adjusts as set forth in the related Mortgage
Note.
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: A financing or other facility as described in
Section 10.07.
Advance Reimbursement Amounts: As defined in Section 10.07(a).
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 10.07.
Affiliate: With respect to any Person, any other Person
controlling, controlled by or under common control with such first
Person. For
the purposes of this definition, "control" means the power to
direct the
management and policies of such Person, directly or indirectly,
whether through
the ownership of voting securities, by contract or otherwise; and
the terms
"controlling" and "controlled" have meanings correlative to the
foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Analytics Company: Intex Solutions, Inc., or any other bond
analytics service provider identified to the Trustee 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: (i) In the case of a purchase, the least of
the
sale price of the related Mortgaged Property, its appraised value
or its review
appraisal value (as determined pursuant to the Underwriting
Guidelines) at the
time of sale, or (ii) in the case of a refinancing or modification
of a Mortgage
Loan, the appraised value of the related Mortgaged Property at the
time of the
refinancing or modification.
Assignment and Recognition Agreement: The Assignment and
Recognition Agreement, dated as of September 28, 2006, by and
between the
Responsible Party, the Sponsor and the Depositor.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in recordable form (other than
the assignee's
name and recording information not yet returned from the recording
office),
reflecting the sale of the Mortgage to the Trust.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by the Trustee (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 or the Wells Fargo Servicer, as
applicable, on or
prior to the related Determination Date, together with any P&I
Advances in
respect thereof; (ii) all Condemnation Proceeds, Insurance Proceeds
and
Liquidation Proceeds received by the Servicer or the Wells Fargo
Servicer, as
applicable, 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 or the Wells Fargo
Servicer, as
applicable, during the related Prepayment Period together with all
Compensating
Interest paid by the Servicer or the Wells Fargo Servicer, as
applicable, in
connection therewith (excluding Prepayment Premiums); (iv) all
amounts received
with respect to such Distribution Date as the Substitution
Adjustment Amount or
the Repurchase Price in respect of a Deleted Mortgage Loan
substituted for or a
Mortgage Loan repurchased by the Sponsor or the Responsible Party,
as
applicable, as of such Distribution Date; (v) any Net Swap Receipts
for such
Distribution Date; and (vi) the proceeds received with respect to
the
termination of the Trust Fund pursuant to clause (a) of Section
9.01, reduced by
(y) all amounts in reimbursement for Advances previously made with
respect to
the Mortgage Loans, and other amounts as to which the Servicer, the
Wells Fargo
Servicer, the Depositor or the Trustee (or co-trustee) are entitled
to be paid
or reimbursed pursuant to this Agreement.
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance
Amount for such
Distribution Date over (ii) the Excess Overcollateralized Amount,
if any, for
such Distribution Date.
Basis Risk Carry Forward Amount: With respect to each Class of
LIBOR Certificates, as of any Distribution Date, the sum of (A) if
on such
Distribution Date the Pass-Through Rate for any Class of LIBOR
Certificates is
based upon a Loan Group Cap or the WAC Cap, the excess, if any, of
(i) the
Accrued Certificate Interest Distribution Amount on such Class of
LIBOR
Certificates would otherwise be entitled to receive on such
Distribution Date
had such Pass-Through Rate not been subject to the Loan Group Cap
or the WAC
Cap, over (ii) the Accrued Certificate Interest Distribution Amount
on such
Class of Certificates on such Distribution Date taking into account
(a) with
respect to the Class A-1 Certificates at the lesser of the WAC Cap
and the Loan
Group I Cap, (b) with respect to the Class A-2 Certificates at the
lesser of the
WAC Cap and the Loan Group II Cap, and (c) with respect to each
other Class of
LIBOR Certificates, the WAC Cap, and (B) the Basis Risk Carry
Forward Amount for
such Class of LIBOR Certificates for all previous Distribution
Dates not
previously paid, together with interest thereon at a rate equal to
the
applicable Pass-Through Rate for such Class of LIBOR Certificates
for such
Distribution Date (without giving effect to the WAC Cap, Loan Group
I Cap or
Loan Group II Cap, as applicable).
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the Basis Risk Carry Forward
Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior
to any
reduction for (x) amounts paid to the Excess Reserve Fund Account
to pay any
Basis Risk Carry Forward Amount or (y) any Defaulted Swap
Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan institutions, in (a) the
States of New
York, Ohio and California, (b) the State in which the Servicer's
servicing
operations are located, or (c) the State in which the Trustee's
operations are
located, are authorized or obligated by law or executive order to
be closed.
Certificate: Any one of the Certificates executed by the
Trustee
in substantially the forms attached hereto as exhibits.
Certificate Balance: With respect to any Class of LIBOR
Certificates or Residual Certificates, at any date, the maximum
dollar amount of
principal to which the Holder thereof is then entitled hereunder,
such amount
being equal to the Denomination thereof minus all distributions of
principal
previously made with respect thereto and reduced by the amount of
any Applied
Realized Loss Amounts previously allocated to such Class of
Certificates
pursuant to Section 4.05; provided, however, that immediately
following the
Distribution Date on which a Subsequent Recovery is distributed,
the Class
Certificate Balances of any Class or Classes of Certificates that
have been
previously reduced by Applied Realized Loss Amounts will be
increased, in order
of seniority, by the amount of the Subsequent Recovery distributed
on such
Distribution Date (up to the amount of Applied Realized Loss
Amounts allocated
to such Class or Classes). The Class X, Class P and Class C
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
Trustee 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: Either the Class A-1 Certificate
Group
or the Class A-2 Certificate Group, as applicable.
Class A Certificates: As specified in the Preliminary
Statement.
Class A Principal Allocation Percentage: For any Distribution
Date, the percentage equivalent of a fraction, determined as
follows: (A) with
respect to the Class A-1 Certificate Group, a fraction, the
numerator of which
is the portion of the Principal Remittance Amount for such
Distribution Date
that is attributable to the principal received or advanced on the
Group I
Mortgage Loans and the denominator of which is the Principal
Remittance Amount
for such Distribution Date; and (B) with respect to the Class A-2
Certificate
Group, a fraction, the numerator of which is the portion of the
Principal
Remittance Amount for such Distribution Date that is attributable
to the
principal received or advanced on the Group II Mortgage Loans and
the
denominator of which is the Principal Remittance Amount for such
Distribution
Date.
Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class
Certificate Balances of
the Class A Certificates immediately prior to such Distribution
Date over (ii)
the lesser of (A) 61.70% of the aggregate Stated Principal Balance
of the
Mortgage Loans for such Distribution Date and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over the Overcollateralization Floor.
Class A-1
Certificate Group: The Class A-1 Certificates.
Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1."
Class A-2 Certificate Group: The Class A-2 Certificates.
Class A-2 Certificates: As specified in the Preliminary
Statement.
Class A-2A Certificates: All Certificates bearing the class
designation of "Class A-2A."
Class A-2B Certificates: All Certificates bearing the class
designation of "Class A-2B."
Class A-2C Certificates: All Certificates bearing the class
designation of "Class A-2C."
Class A-2D Certificates: All Certificates bearing the class
designation of "Class A-2D."
Class B Certificates: As specified in the Preliminary
Statement.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1."
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (E) the Class Certificate Balance of the Class M-4
Certificates (after
taking into account the distribution of the Class M-4 Principal
Distribution
Amount on such Distribution Date), (F) the Class Certificate
Balance of the
Class M-5 Certificates (after taking into account the distribution
of the Class
M-5 Principal Distribution Amount on such Distribution Date), (G)
the Class
Certificate Balance of the Class M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount on such
Distribution
Date), (H) the Class Certificate Balance of the Class M-7
Certificates (after
taking into account the distribution of the Class M-7 Principal
Distribution
Amount on such Distribution Date), (I) the Class Certificate
Balance of the
Class M-8 Certificates (after taking into account the distribution
of the Class
M-8 Principal Distribution Amount on such Distribution Date), (J)
the Class
Certificate Balance of the Class M-9 Certificates (after taking
into account the
distribution of the Class M-9 Principal Distribution Amount on such
Distribution
Date) and (K) the Class Certificate Balance of the Class B-1
Certificates
immediately prior to such Distribution Date, over (ii) the lesser
of (A) the
product of (x) 94.80% and (y) the aggregate Stated Principal
Balance of the
Mortgage Loans for such Distribution Date, and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over the Overcollateralization Floor.
Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2."
Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (E) the Class Certificate Balance of the Class M-4
Certificates (after
taking into account the distribution of the Class M-4 Principal
Distribution
Amount on such Distribution Date), (F) the Class Certificate
Balance of the
Class M-5 Certificates (after taking into account the distribution
of the Class
M-5 Principal Distribution Amount on such Distribution Date), (G)
the Class
Certificate Balance of the Class M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount on such
Distribution
Date), (H) the Class Certificate Balance of the Class M-7
Certificates (after
taking into account the distribution of the Class M-7 Principal
Distribution
Amount on such Distribution Date), (I) the Class Certificate
Balance of the
Class M-8 Certificates (after taking into account the distribution
of the Class
M-8 Principal Distribution Amount on such Distribution Date), (J)
the Class
Certificate Balance of the Class M-9 Certificates (after taking
into account the
distribution of the Class M-9 Principal Distribution Amount on such
Distribution
Date), (K) the Class Certificate Balance of the Class B-1
Certificates (after
taking into account the distribution of the Class B-1 Principal
Distribution
Amount on such Distribution Date) and (L) the Class Certificate
Balance of the
Class B-2 Certificates immediately prior to such Distribution Date,
over (ii)
the lesser of (A) the product of (x) 96.80% and (y) the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date,
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over the Overcollateralization
Floor.
Class C Certificates: All Certificates bearing the class
designation of "Class C."
Class Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the Certificate Balances of
all
Certificates of such Class as of such date.
Class IO Interest: As specified in the Preliminary Statement.
Class IO Shortfall: 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 sum of the amounts payable on the Class
IO Interest
and the Class X Interest (prior to any reduction for Basis Risk
Payments or
Defaulted Swap Termination Payments) on such Distribution Date, all
as further
provided in Section 8.13.
Class LT-R Interest: The residual interest in the Lower-Tier
REMIC
as described in the Preliminary Statement and the related footnote
thereto.
Class M Certificates: As specified in the Preliminary
Statement.
Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1."
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), and (B) the Class Certificate Balance of the Class M-1
Certificates
immediately prior to such Distribution Date, over (ii) the lesser
of (A) the
product of (x) 68.60% and (y) the aggregate Stated Principal
Balance of the
Mortgage Loans for such Distribution Date, and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over the Overcollateralization Floor.
Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2."
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date) and (C) the Class Certificate
Balance of the
Class M-2 Certificates immediately prior to such Distribution Date,
over (ii)
the lesser of (A) the product of (x) 74.80% and (y) the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date,
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over the Overcollateralization
Floor.
Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3."
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date) and
(D) the Class
Certificate Balance of the Class M-3 Certificates immediately prior
to such
Distribution Date, over (ii) the lesser of (A) the product of (x)
78.30% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for
such
Distribution Date, and (B) the excess, if any, of the aggregate
Stated Principal
Balance of the Mortgage Loans for such Distribution Date over
the
Overcollateralization Floor.
Class M-4 Certificates: All Certificates bearing the class
designation of "Class M-4."
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution
Date) and (E) the Class Certificate Balance of the Class M-4
Certificates
immediately prior to such Distribution Date, over (ii) the lesser
of (A) the
product of (x) 81.70% and (y) the aggregate Stated Principal
Balance of the
Mortgage Loans for such Distribution Date, and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over the Overcollateralization Floor.
Class M-5 Certificates: All Certificates bearing the class
designation of "Class M-5."
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (E) the Class Certificate Balance of the Class M-4
Certificates (after
taking into account the distribution of the Class M-4 Principal
Distribution
Amount on such Distribution Date) and (F) the Class Certificate
Balance of the
Class M-5 Certificates immediately prior to such Distribution Date,
over (ii)
the lesser of (A) the product of (x) 84.80% and (y) the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date,
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over the Overcollateralization
Floor.
&nbs
