Exhibit 4.1
================================================================================
BCAP LLC,
Depositor,
_____________________________________________,
Servicer,
_____________________________________________,
Responsible Party
_____________________________________________,
Loan Performance Advisor,
_____________________________________________,
Trustee
and
_____________________________________________,
Securities Administrator and Custodian
------------------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of _____________, 200_
------------------------------------------------
BCAP LLC TRUST 200_-___
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 200_-___
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage
Loans..................................63
Section 2.02 Acceptance by the
Trustee of the Mortgage Loans...............66
Section 2.03 Representations,
Warranties and Covenants of the
Responsible Party and the Servicer; Remedies for
Breaches of Representations and Warranties with
Respect to the Mortgage Loans...............................67
Section 2.04
[Reserved]....................................................70
Section 2.05 Execution and Delivery
of Certificates........................70
Section 2.06 REMIC
Matters.................................................70
Section 2.07 Representations and
Warranties of the Depositor...............71
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service
Mortgage Loans............................72
Section 3.02 Subservicing
Agreements between the Servicer and
Subservicers................................................74
Section 3.03 Successor
Subservicers........................................75
Section 3.04 Liability of the
Servicer.....................................76
Section 3.05 No Contractual
Relationship between Subservicers
and the Trustee.............................................76
Section 3.06 Assumption or
Termination of Subservicing Agreements
by
Trustee..................................................76
Section 3.07 Collection of Certain
Mortgage Loan Payments..................77
Section 3.08 Subservicing
Accounts.........................................79
Section 3.09 Collection of Taxes,
Assessments and Similar Items;
Escrow Accounts.............................................79
Section 3.10 Collection
Account............................................80
Section 3.11 Withdrawals from the
Collection Account.......................82
Section 3.12 Investment of Funds in
the Collection Account, Escrow
Accounts and the Distribution Account.......................83
Section 3.13 Maintenance of Hazard
Insurance and Errors and
Omissions and Fidelity Coverage.............................84
Section 3.14 Enforcement of
Due-On-Sale Clauses; Assumption
Agreements..................................................85
Section 3.15 Realization upon
Defaulted Mortgage Loans.....................86
Section 3.16 Release of Mortgage
Files.....................................88
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<PAGE>
Section 3.17 Title, Conservation
and Disposition of REO
Property....................................................89
Section 3.18 Notification of
Adjustments...................................90
Section 3.19 Access to Certain
Documentation and Information
Regarding the Mortgage Loans................................91
Section 3.20 Documents, Records and
Funds in Possession of the
Servicer to Be Held for the Securities Administrator........91
Section 3.21 Servicing
Compensation........................................91
Section 3.22 Annual Statement as to
Compliance.............................92
Section 3.23 Annual Reports on
Assessment of Compliance with
Servicing Criteria; Annual Independent Public
Accountants' Attestation Report.............................93
Section 3.24 Trustee to Act as
Servicer....................................94
Section 3.25 Compensating
Interest.........................................95
Section 3.26 Credit Reporting;
Gramm-Leach-Bliley Act......................95
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICER
Section 4.01
Advances......................................................95
Section 4.02 Priorities of
Distribution....................................97
Section 4.03 Monthly Statements to
Certificateholders.....................103
Section 4.04 Certain Matters
Relating to the Determination of LIBOR.......108
Section 4.05 Allocation of Applied
Realized Loss Amounts..................108
Section 4.06 Swap
Account.................................................108
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................110
Section 5.02 Certificate Register;
Registration of Transfer and
Exchange of Certificates...................................111
Section 5.03 Mutilated, Destroyed,
Lost or Stolen Certificates............117
Section 5.04 Persons Deemed
Owners........................................117
Section 5.05 Access to List of
Certificateholders' Names and Addresses....117
Section 5.06 Maintenance of Office
or Agency..............................118
ARTICLE VI
THE DEPOSITOR, THE SERVICER
AND THE LOAN PERFORMANCE ADVISOR
Section 6.01 Respective Liabilities
of the Depositor and the Servicer.....118
Section 6.02 Merger or
Consolidation of the Depositor or the Servicer.....118
Section 6.03 Limitation on
Liability of the Depositor, the
Servicer and Others........................................119
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<PAGE>
Section 6.04 Limitation on
Resignation of the Servicer....................120
Section 6.05 Additional
Indemnification by the Servicer; Third
Party Claims...............................................120
Section 6.06 Duties of the Loan
Performance Advisor.......................121
Section 6.07 Loan Performance
Advisor's Fees..............................121
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default............................................121
Section 7.02 Trustee to Act;
Appointment of Successor.....................123
Section 7.03 Notification to
Certificateholders...........................125
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of the
Trustee........................................125
Section 8.02 Certain Matters
Affecting the Trustee........................126
Section 8.03 Trustee Not Liable for
Certificates or Mortgage Loans........127
Section 8.04 Trustee May Own
Certificates.................................128
Section 8.05 Trustee's Fees and
Expenses..................................128
Section 8.06 Eligibility
Requirements for the Trustee.....................129
Section 8.07 Resignation and
Removal of the Trustee.......................129
Section 8.08 Successor
Trustee............................................130
Section 8.09 Merger or
Consolidation of the Trustee.......................130
Section 8.10 Appointment of
Co-Trustee or Separate Trustee................130
Section 8.11 Tax
Matters..................................................132
Section 8.12 Periodic
Filings.............................................135
Section 8.13 Tax Classification of
the Excess Reserve Fund
Account, the Swap Account, the Interest Rate
Swap Agreement and the Cap Agreements......................141
ARTICLE IX
CONCERNING THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of Securities
Administrator...........................142
Section 9.02 Certain Matters
Affecting the Securities Administrator.......143
Section 9.03 Securities
Administrator Not Liable for Certificates
or Mortgage Loans..........................................145
Section 9.04 Securities
Administrator May Own Certificates................145
Section 9.05 Securities
Administrator's Fees and Expenses.................146
Section 9.06 Eligibility
Requirements for Securities Administrator........146
Section 9.07 Resignation and
Removal of Securities Administrator..........147
Section 9.08 Successor Securities
Administrator...........................148
Section 9.09 Merger or
Consolidation of Securities Administrator..........148
Section 9.10 Assignment or
Delegation of Duties by the Securities
Administrator..............................................148
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<PAGE>
ARTICLE X
TERMINATION
Section 10.01
Termination upon Liquidation or Purchase of the
Mortgage Loans.............................................149
Section 10.02
Final Distribution on the
Certificates.......................150
Section 10.03
Additional Termination
Requirements..........................151
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment....................................................152
Section 11.02
Recordation of Agreement;
Counterparts.......................153
Section 11.03
Governing
Law................................................154
Section 11.04
Intention of
Parties.........................................154
Section 11.05
Notices......................................................154
Section 11.06
Severability of
Provisions...................................155
Section 11.07
Assignment...................................................155
Section 11.08
Limitation on Rights of
Certificateholders...................155
Section 11.09
Inspection and Audit
Rights..................................156
Section 11.10
Certificates Nonassessable and Fully
Paid....................156
Section 11.11
Assignment; Sales; Advance
Facilities........................157
Section 11.12
Rule of
Construction.........................................158
Section 11.13
Waiver of Jury
Trial.........................................158
Section 11.14
Rights of the Swap
Provider..................................158
Section 11.15
Regulation AB Compliance; Intent of the Parties;
Reasonableness.............................................158
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<PAGE>
SCHEDULES
Schedule I Mortgage
Loan Schedule
Schedule II Representations
and Warranties of ___________
Schedule III Representations and
Warranties of the Responsible Party as to
the Mortgage Loans
Schedule IV Representations
and Warranties as to the Responsible Party
Schedule V
Representations and Warranties of the Depositor as to the
Mortgage Loans
EXHIBITS
Exhibit A Form
of Class A, Class M and Class B Certificates
Exhibit B Form
of Class P Certificate
Exhibit C Form
of Class R Certificate
Exhibit D Form
of Class X Certificate
Exhibit E Form
of Initial Certification of Trustee
Exhibit F Form
of Document Certification and Exception Report of Trustee
Exhibit G Form
of Residual Transfer Affidavit
Exhibit H Form
of Transferor Certificate
Exhibit I Form
of Rule 144A Letter
Exhibit J Form
of Request for Release
Exhibit K Form
of Contents for Each Mortgage File
Exhibit L Form
of Certification to be provided with Form 10-K
Exhibit M Form
of Trustee's Certification to be provided to Depositor
Exhibit N Form
of Servicer's Certification to be provided to Depositor
Exhibit O
Servicing Criteria
Exhibit P
Additional Form 10-D Disclosure
Exhibit Q
Additional Form 10-K Disclosure
-v-
<PAGE>
Exhibit R Form
8-K Disclosure Information
Exhibit S
Interest Rate Swap Agreement
Exhibit T
Class M Cap Agreement
Exhibit U
Class B Cap Agreement
Exhibit V
Servicer Remittance Report Format
Exhibit W Additional Disclosure
Notification
Exhibit X
Sponsor Representation Letter
-vi-
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of ________,
200_,
among BCAP LLC, a _______________, as depositor (the
"Depositor"),
_____________________, a _________, as servicer (the
"Servicer"),
_____________________, a _________, as responsible party (the
"Responsible
Party"), _____________________, a _________, as loan performance
advisor (the
"Loan Performance Advisor"), _____________________, as trustee (the
"Trustee")
and _____________________, a _________, as securities administrator
and
custodian.
W I T N E S S E T H:
- - - - - - - - - -
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that four segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment Charges, (ii) the
Interest Rate Swap
Agreement and the Cap Agreements, (iii) the Swap Account, (iv) the
Excess
Reserve Fund Account, and (v) the right of the LIBOR Certificates
to receive
Upper Tier Carry Forward Amounts and, without duplication, Basis
Risk Carry
Forward Amounts and the obligation to pay Class IO Shortfalls) be
treated for
federal income tax purposes as comprising four REMICs (each, a
"Trust REMIC" or,
in the alternative, Pooling Tier REMIC-1, Pooling Tier REMIC-2, the
Lower Tier
REMIC and the Upper Tier REMIC, respectively). Each Class of
Certificates (other
than the Class P and Class R Certificates), other than the right of
each Class
of LIBOR Certificates to receive Upper Tier Carry Forward Amounts
and, without
duplication, Basis Risk Carry Forward Amounts and the obligation to
pay Class IO
Shortfalls and the right of the Class X Certificates to receive
payments from
the Interest Rate Swap Agreement, the Cap Agreements and the Class
IO
Shortfalls, represents ownership of a regular interest in the Upper
Tier REMIC
for purposes of the REMIC Provisions. The Class R Certificates
represent
ownership of the sole class of residual interest in each of Pooling
Tier
REMIC-1, Pooling Tier REMIC-2, the Lower Tier REMIC and the Upper
Tier REMIC for
purposes of the REMIC Provisions. The Startup Day for each REMIC
described
herein is the Closing Date. The latest possible maturity date for
each regular
interest is the latest date referenced in Section 2.06.
The Upper Tier REMIC shall hold as assets the several classes
of
uncertificated Lower Tier REMIC Regular Interests, set out below.
The Lower Tier
REMIC shall hold as assets the several classes of uncertificated
Pooling Tier
REMIC-2 Regular Interests. Pooling Tier REMIC-2 shall hold as
assets the several
classes of uncertificated Pooling Tier REMIC-1 Regular Interests.
Pooling Tier
REMIC-1 shall hold as assets the assets of the Trust Fund
(exclusive of (i) the
Prepayment Premiums, (ii) the Interest Rate Swap Agreement and the
Cap
Agreements, (iii) the Swap Account, (iv) the Excess Reserve Fund
Account, and
(v) the right of the LIBOR Certificates to receive Upper Tier Carry
Forward
Amounts and, without duplication, Basis Risk Carry Forward Amounts
and the
obligation to pay Class IO Shortfalls).
For federal income tax purposes, the Class P Certificates
represent
beneficial ownership of the Prepayment Charges, each Class of LIBOR
Certificates
represents beneficial
<PAGE>
ownership of a regular interest in the Upper Tier REMIC and the
right to receive
Upper-Tier Carry Forward Amounts and, without duplication, Basis
Risk Carry
Forward Amounts, and the Class X Certificates represent beneficial
ownership of
two regular interests in the Upper Tier REMIC and the right to
receive payments
from the Class IO Shortfalls, the Excess Reserve Fund Account, the
Swap Account,
the Interest Rate Swap Agreement and the Cap Agreements, which
portions of the
Trust Fund shall be treated as a grantor trust.
Pooling Tier REMIC-1
--------------------
Pooling Tier REMIC-1 shall issue the following interests in
Pooling
Tier REMIC-1, and each such interest, other than the Class PT1-R
Interest, is
hereby designated as a regular interest in the Pooling Tier
REMIC-1. Pooling
Tier REMIC-1 Interests with an "I" in their designation shall
relate to the
Group I Mortgage Loans and Pooling Tier REMIC-1 Interests with a
"II" in their
designation shall relate to the Group II Mortgage Loans. Pooling
Tier REMIC-1
shall also issue the Class PT1-R Interest, which shall be
represented by the
Class R Certificates. The Class PT1-R Interest is hereby designated
as the sole
class of residual interest in Pooling Tier REMIC-1.
Initial Pooling Tier
Pooling Tier REMIC-1
REMIC-1
Pooling Tier REMIC-1 Interest
Interest Rate
Principal Amount
-----------------------------
--------------------
--------------------
Class PT1-I-1
(1)
$
Class PT1-I-2A
(2)
$
Class PT1-I-2B
(3)
$
Class PT1-I-3A
(2)
$
Class PT1-I-3B
(3)
$
Class PT1-I-4A
(2)
$
Class PT1-I-4B
(3)
$
Class PT1-I-5A
(2)
$
Class PT1-I-5B
(3)
$
Class PT1-I-6A
(2)
$
Class PT1-I-6B
(3)
$
Class PT1-I-7A
(2)
$
Class PT1-I-7B
(3)
$
Class PT1-I-8A
(2)
$
Class PT1-I-8B
(3)
$
Class PT1-I-9A
(2)
$
Class PT1-I-9B
(3)
$
Class PT1-I-10A
(2)
$
Class PT1-I-10B
(3)
$
Class PT1-I-11A
(2)
$
Class PT1-I-11B
(3)
$
Class PT1-I-12A
(2)
$
Class PT1-I-12B
(3)
$
Class PT1-I-13A
(2)
$
Class PT1-I-13B
(3)
$
Class PT1-I-14A
(2)
$
-2-
<PAGE>
Initial Pooling Tier
Pooling Tier REMIC-1
REMIC-1
Pooling Tier REMIC-1 Interest
Interest Rate
Principal Amount
-----------------------------
--------------------
--------------------
Class PT1-I-14B
(3)
$
Class PT1-I-15A
(2)
$
Class PT1-I-15B
(3)
$
Class PT1-I-16A
(2)
$
Class PT1-I-16B
(3)
$
Class PT1-I-17A
(2)
$
Class PT1-I-17B
(3)
$
Class PT1-I-18A
(2)
$
Class PT1-I-18B
(3)
$
Class PT1-I-19A
(2)
$
Class PT1-I-19B
(3)
$
Class PT1-I-20A
(2)
$
Class PT1-I-20B
(3)
$
Class PT1-I-21A
(2)
$
Class PT1-I-21B
(3)
$
Class PT1-I-22A
(2)
$
Class PT1-I-22B
(3)
$
Class PT1-I-23A
(2)
$
Class PT1-I-23B
(3)
$
Class PT1-I-24A
(2)
$
Class PT1-I-24B
(3)
$
Class PT1-I-25A
(2)
$
Class PT1-I-25B
(3)
$
Class PT1-I-26A
(2)
$
Class PT1-I-26B
(3)
$
Class PT1-I-27A
(2)
$
Class PT1-I-27B
(3)
$
Class PT1-I-28A
(2)
$
Class PT1-I-28B
(3)
$
Class PT1-I-29A
(2)
$
Class PT1-I-29B
(3)
$
Class PT1-I-30A
(2)
$
Class PT1-I-30B
(3)
$
Class PT1-I-31A
(2)
$
Class PT1-I-31B
(3)
$
Class PT1-I-32A
(2)
$
Class PT1-I-32B
(3)
$
Class PT1-I-33A
(2)
$
Class PT1-I-33B
(3)
$
Class PT1-I-34A
(2)
$
Class PT1-I-34B
(3)
$
Class PT1-I-35A
(2)
$
-3-
<PAGE>
Initial Pooling Tier
Pooling Tier REMIC-1
REMIC-1
Pooling Tier REMIC-1 Interest
Interest Rate
Principal Amount
-----------------------------
--------------------
--------------------
Class PT1-I-35B
(3)
$
Class PT1-I-36A
(2)
$
Class PT1-I-36B
(3)
$
Class PT1-I-37A
(2)
$
Class PT1-I-37B
(3)
$
Class PT1-I-38A
(2)
$
Class PT1-I-38B
(3)
$
Class PT1-I-39A
(2)
$
Class PT1-I-39B
(3)
$
Class PT1-I-40A
(2)
$
Class PT1-I-40B
(3)
$
Class PT1-I-41A
(2)
$
Class PT1-I-41B
(3)
$
Class PT1-I-42A
(2)
$
Class PT1-I-42B
(3)
$
Class PT1-I-43A
(2)
$
Class PT1-I-43B
(3)
$
Class PT1-I-44A
(2)
$
Class PT1-I-44B
(3)
$
Class PT1-I-45A
(2)
$
Class PT1-I-45B
(3)
$
Class PT1-I-46A
(2)
$
Class PT1-I-46B
(3)
$
Class PT1-I-47A
(2)
$
Class PT1-I-47B
(3)
$
Class PT1-I-48A
(2)
$
Class PT1-I-48B
(3)
$
Class PT1-I-49A
(2)
$
Class PT1-I-49B
(3)
$
Class PT1-I-50A
(2)
$
Class PT1-I-50B
(3)
$
Class PT1-I-51A
(2)
$
Class PT1-I-51B
(3)
$
Class PT1-I-52A
(2)
$
Class PT1-I-52B
(3)
$
Class PT1-I-53A
(2)
$
Class PT1-I-53B
(3)
$
Class PT1-I-54A
(2)
$
Class PT1-I-54B
(3)
$
Class PT1-I-55A
(2)
$
Class PT1-I-55B
(3)
$
Class PT1-I-56A
(3)
$
-4-
<PAGE>
Initial Pooling Tier
Pooling Tier REMIC-1
REMIC-1
Pooling Tier REMIC-1 Interest
Interest Rate
Principal Amount
-----------------------------
--------------------
--------------------
Class PT1-I-56B
(4)
$
Class PT1-I-57A
(3)
$
Class PT1-I-57B
(4)
$
Class PT1-II-1
(4)
$
Class PT1-II-2A
(5)
$
Class PT1-II-2B
(6)
$
Class PT1-II-3A
(5)
$
Class PT1-II-3B
(6)
$
Class PT1-II-4A
(5)
$
Class PT1-II-4B
(6)
$
Class PT1-II-5A
(5)
$
Class PT1-II-5B
(6)
$
Class PT1-II-6A
(5)
$
Class PT1-II-6B
(6)
$
Class PT1-II-7A
(5)
$
Class PT1-II-7B
(6)
$
Class PT1-II-8A
(5)
$
Class PT1-II-8B
(6)
$
Class PT1-II-9A
(5)
$
Class PT1-II-9B
(6)
$
Class PT1-II-10A
(5)
$
Class PT1-II-10B
(6)
$
Class PT1-II-11A
(5)
$
Class PT1-II-11B
(6)
$
Class PT1-II-12A
(5)
$
Class PT1-II-12B
(6)
$
Class PT1-II-13A
(5)
$
Class PT1-II-13B
(6)
$
Class PT1-II-14A
(5)
$
Class PT1-II-14B
(6)
$
Class PT1-II-15A
(5)
$
Class PT1-II-15B
(6)
$
Class PT1-II-16A
(5)
$
Class PT1-II-16B
(6)
$
Class PT1-II-17A
(5)
$
Class PT1-II-17B
(6)
$
Class PT1-II-18A
(5)
$
Class PT1-II-18B
(6)
$
Class PT1-II-19A
(5)
$
Class PT1-II-19B
(6)
$
Class PT1-II-20A
(5)
$
Class PT1-II-20B
(6)
$
-5-
<PAGE>
Initial Pooling Tier
Pooling Tier REMIC-1
REMIC-1
Pooling Tier REMIC-1 Interest
Interest Rate
Principal Amount
-----------------------------
--------------------
--------------------
Class PT1-II-21A
(5)
$
Class PT1-II-21B
(6)
$
Class PT1-II-22A
(5)
$
Class PT1-II-22B
(6)
$
Class PT1-II-23A
(5)
$
Class PT1-II-23B
(6)
$
Class PT1-II-24A
(5)
$
Class PT1-II-24B
(6)
$
Class PT1-II-25A
(5)
$
Class PT1-II-25B
(6)
$
Class PT1-II-26A
(5)
$
Class PT1-II-26B
(6)
$
Class PT1-II-27A
(5)
$
Class PT1-II-27B
(6)
$
Class PT1-II-28A
(5)
$
Class PT1-II-28B
(6)
$
Class PT1-II-29A
(5)
$
Class PT1-II-29B
(6)
$
Class PT1-II-30A
(5)
$
Class PT1-II-30B
(6)
$
Class PT1-II-31A
(5)
$
Class PT1-II-31B
(6)
$
Class PT1-II-32A
(5)
$
Class PT1-II-32B
(6)
$
Class PT1-II-33A
(5)
$
Class PT1-II-33B
(6)
$
Class PT1-II-34A
(5)
$
Class PT1-II-34B
(6)
$
Class PT1-II-35A
(5)
$
Class PT1-II-35B
(6)
$
Class PT1-II-36A
(5)
$
Class PT1-II-36B
(6)
$
Class PT1-II-37A
(5)
$
Class PT1-II-37B
(6)
$
Class PT1-II-38A
(5)
$
Class PT1-II-38B
(6)
$
Class PT1-II-39A
(5)
$
Class PT1-II-39B
(6)
$
Class PT1-II-40A
(5)
$
Class PT1-II-40B
(6)
$
Class PT1-II-41A
(5)
$
Class PT1-II-41B
(6)
$
-6-
<PAGE>
Initial Pooling Tier
Pooling Tier REMIC-1
REMIC-1
Pooling Tier REMIC-1 Interest
Interest Rate
Principal Amount
-----------------------------
--------------------
--------------------
Class PT1-II-42A
(5)
$
Class PT1-II-42B
(6)
$
Class PT1-II-43A
(5)
$
Class PT1-II-43B
(6)
$
Class PT1-II-44A
(5)
$
Class PT1-II-44B
(6)
$
Class PT1-II-45A
(5)
$
Class PT1-II-45B
(6)
$
Class PT1-II-46A
(5)
$
Class PT1-II-46B
(6)
$
Class PT1-II-47A
(5)
$
Class PT1-II-47B
(6)
$
Class PT1-II-48A
(5)
$
Class PT1-II-48B
(6)
$
Class PT1-II-49A
(5)
$
Class PT1-II-49B
(6)
$
Class PT1-II-50A
(5)
$
Class PT1-II-50B
(6)
$
Class PT1-II-51A
(5)
$
Class PT1-II-51B
(6)
$
Class PT1-II-52A
(5)
$
Class PT1-II-52B
(6)
$
Class PT1-II-53A
(5)
$
Class PT1-II-53B
(6)
$
Class PT1-II-54A
(5)
$
Class PT1-II-54B
(6)
$
Class PT1-II-55A
(5)
$
Class PT1-II-55B
(6)
$
Class PT1-II-56A
(5)
$
Class PT1-II-56B
(6)
$
Class PT1-II-57A
(5)
$
Class PT1-II-57B
(6)
$
Class PT1-R
(7)
N/A
----------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling Tier REMIC-1 Interest Rate") equal to the Pooling
Tier
REMIC-1 Loan Group I WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling Tier REMIC-1 Interest Rate") equal to the product of
(i)
2
and (ii) the Pooling Tier REMIC-1 Loan Group I WAC Rate, subject to
a
maximum rate of _______%.
(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) _______%.
-7-
<PAGE>
(4) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling Tier REMIC-1 Interest Rate") equal to the Pooling
Tier
REMIC-1 Loan Group II WAC Rate.
(5) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling Tier REMIC-1 Interest Rate") equal to the product of
(i)
2
and (ii) the Pooling Tier REMIC-1 Loan Group II WAC Rate, subject
to a
maximum rate of _______%.
(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) _______%.
(7) The Class PT1-R
Interest shall not have a principal balance and shall not
bear
interest.
On each Distribution Date, the Securities Administrator shall
first
pay from the Trust Fund and charge as an expense of Pooling Tier
REMIC-1 all
expenses of the Trust for such Distribution Date. Such expense,
other than
Servicing Fees and Trustee Fees, shall be allocated in the same
manner as
Realized Losses.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans from the related Loan Group for such
Distribution Date shall
be deemed to be distributed to the Pooling Tier REMIC-1 Regular
Interests at the
rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage Loans
shall be
allocated to the outstanding Pooling Tier REMIC-1 Regular Interest
relating to
the Group I Mortgage Loans with the lowest numerical denomination
until the
Pooling Tier REMIC-1 Principal Amount of such interest is reduced
to zero,
provided that, with respect to Pooling Tier REMIC-1 Regular
Interests relating
to the Group I Mortgage Loans with the same numerical denomination,
such
Realized Losses and payments of principal shall be allocated pro
rata between
such Pooling Tier REMIC-1 Regular Interests until the Pooling-Tier
REMIC-1
Principal Amount of such interests is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage Loans
shall be
allocated to the outstanding Pooling Tier REMIC-1 Regular Interest
relating to
the Group II Mortgage Loans with the lowest numerical denomination
until the
Pooling Tier REMIC-1 Principal Amount of such interest is reduced
to zero,
provided that, with respect to Pooling Tier REMIC-1 Regular
Interests relating
to the Group II Mortgage Loans with the same numerical
denomination, such
Realized Losses, Subsequent Recoveries and payments of principal
shall be
allocated pro rata between such Pooling Tier REMIC-1 Regular
Interests until the
Pooling-Tier REMIC-1 Principal Amount of such interests is reduced
to zero.
Pooling-Tier REMIC-2
--------------------
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such interest, other than the Class
PT2-R
Interest, is hereby designated as a regular interest in
Pooling-Tier REMIC-2.
Pooling Tier REMIC-2 Interests with an "I" in their designation
shall relate to
The Group I Mortgage Loans and Pooling Tier REMIC-2 Interests with
a "II" in
their designation shall relate to The Group II Mortgage Loans. The
Class PT2-R
-8-
<PAGE>
Interest is hereby designated as the sole class of residual
interest in
Pooling-Tier REMIC-2 and shall be represented by the Class R
Certificates.
<TABLE>
<CAPTION>
Pooling-Tier
Corresponding
Corresponding
Corresponding
Pooling-Tier REMIC-2 Initial
Pooling-Tier
Pooling-Tier
Scheduled
Pooling-Tier
REMIC-2
Principal
REMIC-2 IO
REMIC-1
Crossover
REMIC-2 Interest
Interest
Rate
Amount
Interest
Regular Interest
Distribution Date
------------------ ------------- --------------- -------------------
----------------
-----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1)
$
N/A
N/A
N/A
Class PT2-I-2A
(2)
$
Class PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3)
$
N/A
N/A
N/A
Class PT2-I-3A
(2)
$
Class PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3)
$
N/A
N/A
N/A
Class PT2-I-4A
(2)
$
Class PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3)
$
N/A
N/A
N/A
Class PT2-I-5A
(2)
$
Class PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3)
$
N/A
N/A
N/A
Class PT2-I-6A
(2)
$
Class PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3)
$
N/A
N/A
N/A
Class PT2-I-7A
(2)
$
Class PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3)
$
N/A
N/A
N/A
Class PT2-I-8A
(2)
$
Class PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3)
$
N/A
N/A
N/A
Class PT2-I-9A
(2)
$
Class PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3)
$
N/A
N/A
N/A
Class PT2-I-10A
(2)
$
Class PT2-I-IO-10
N/A
N/A
Class PT2-I-10B
(3)
$
N/A
N/A
N/A
Class PT2-I-11A
(2)
$
Class PT2-I-IO-11
N/A
N/A
Class PT2-I-11B
(3)
$
N/A
N/A
N/A
Class PT2-I-12A
(2)
$
Class PT2-I-IO-12
N/A
N/A
Class PT2-I-12B
(3)
$
N/A
N/A
N/A
Class PT2-I-13A
(2)
$
Class
PT2-I-IO-13
N/A
N/A
Class PT2-I-13B
(3)
$
N/A
N/A
N/A
Class PT2-I-14A
(2)
$
Class PT2-I-IO-14
N/A
N/A
Class PT2-I-14B
(3)
$
N/A
N/A
N/A
Class PT2-I-15A
(2)
$
Class PT2-I-IO-15
N/A
N/A
Class PT2-I-15B
(3)
$
N/A
N/A
N/A
Class PT2-I-16A
(2)
$
Class PT2-I-IO-16
N/A
N/A
Class PT2-I-16B
(3)
$
N/A
N/A
N/A
Class PT2-I-17A
(2)
$
Class PT2-I-IO-17
N/A
N/A
Class PT2-I-17B
(3)
$
N/A
N/A
N/A
Class PT2-I-18A
(2)
$
Class PT2-I-IO-18
N/A
N/A
Class PT2-I-18B
(3)
$
N/A
N/A
N/A
Class PT2-I-19A
(2)
$
Class PT2-I-IO-19
N/A
N/A
Class PT2-I-19B
(3)
$
N/A
N/A
N/A
Class PT2-I-20A
(2)
$
Class PT2-I-IO-20
N/A
N/A
Class PT2-I-20B
(3)
$
N/A
N/A
N/A
Class PT2-I-21A
(2)
$
Class PT2-I-IO-21
N/A
N/A
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
Pooling-Tier
Corresponding
Corresponding
Corresponding
Pooling-Tier REMIC-2 Initial
Pooling-Tier
Pooling-Tier
Scheduled
Pooling-Tier
REMIC-2
Principal
REMIC-2 IO
REMIC-1
Crossover
REMIC-2 Interest
Interest
Rate
Amount
Interest
Regular Interest
Distribution Date
------------------ ------------- --------------- -------------------
----------------
-----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-21B
(3)
$
N/A
N/A
N/A
Class PT2-I-22A
(2)
$
Class PT2-I-IO-22
N/A
N/A
Class PT2-I-22B
(3)
$
N/A
N/A
N/A
Class PT2-I-23A
(2)
$
Class PT2-I-IO-23
N/A
N/A
Class PT2-I-23B
(3)
$
N/A
N/A
N/A
Class PT2-I-24A
(2)
$
Class PT2-I-IO-24
N/A
N/A
Class PT2-I-24B
(3)
$
N/A
N/A
N/A
Class PT2-I-25A
(2)
$
Class PT2-I-IO-25
N/A
N/A
Class PT2-I-25B
(3)
$
N/A
N/A
N/A
Class PT2-I-26A
(2)
$
Class PT2-I-IO-26
N/A
N/A
Class PT2-I-26B
(3)
$
N/A
N/A
N/A
Class PT2-I-27A
(2)
$
Class PT2-I-IO-27
N/A
N/A
Class PT2-I-27B
(3)
$
N/A
N/A
N/A
Class PT2-I-28A
(2)
$
Class PT2-I-IO-28
N/A
N/A
Class PT2-I-28B
(3)
$
N/A
N/A
N/A
Class PT2-I-29A
(2)
$
Class PT2-I-IO-29
N/A
N/A
Class PT2-I-29B
(3)
$
N/A
N/A
N/A
Class PT2-I-30A
(2)
$
Class PT2-I-IO-30
N/A
N/A
Class PT2-I-30B
(3)
$
N/A
N/A
N/A
Class PT2-I-31A
(2)
$
Class PT2-I-IO-31
N/A
N/A
Class PT2-I-31B
(3)
$
N/A
N/A
N/A
Class PT2-I-32A
(2)
$
Class PT2-I-IO-32
N/A
N/A
Class PT2-I-32B
(3)
$
N/A
N/A
N/A
Class PT2-I-33A
(2)
$
Class PT2-I-IO-33
N/A
N/A
Class PT2-I-33B
(3)
$
N/A
N/A
N/A
Class PT2-I-34A
(2)
$
Class PT2-I-IO-34
N/A
N/A
Class PT2-I-34B
(3)
$
N/A
N/A
N/A
Class PT2-I-35A
(2)
$
Class PT2-I-IO-35
N/A
N/A
Class PT2-I-35B
(3)
$
N/A
N/A
N/A
Class PT2-I-36A
(2)
$
Class PT2-I-IO-36
N/A
N/A
Class PT2-I-36B
(3)
$
N/A
N/A
N/A
Class PT2-I-37A
(2)
$
Class PT2-I-IO-37
N/A
N/A
Class PT2-I-37B
(3)
$
N/A
N/A
N/A
Class PT2-I-38A
(2)
$
Class PT2-I-IO-38
N/A
N/A
Class PT2-I-38B
(3)
$
N/A
N/A
N/A
Class PT2-I-39A
(2)
$
Class PT2-I-IO-39
N/A
N/A
Class PT2-I-39B
(3)
$
N/A
N/A
N/A
Class PT2-I-40A
(2)
$
Class PT2-I-IO-40
N/A
N/A
Class PT2-I-40B
(3)
$
N/A
N/A
N/A
Class PT2-I-41A
(2)
$
Class PT2-I-IO-41
N/A
N/A
Class PT2-I-41B
(3)
$
N/A
N/A
N/A
Class PT2-I-42A
(2)
$
Class PT2-I-IO-42
N/A
N/A
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
Pooling-Tier
Corresponding
Corresponding
Corresponding
Pooling-Tier REMIC-2 Initial
Pooling-Tier
Pooling-Tier
Scheduled
Pooling-Tier
REMIC-2
Principal
REMIC-2 IO
REMIC-1
Crossover
REMIC-2 Interest
Interest
Rate
Amount
Interest
Regular Interest
Distribution Date
------------------ ------------- --------------- -------------------
----------------
-----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-42B
(3)
$
N/A
N/A
N/A
Class PT2-I-43A
(2)
$
Class PT2-I-IO-43
N/A
N/A
Class PT2-I-43B
(3)
$
N/A
N/A
N/A
Class PT2-I-44A
(2)
$
Class PT2-I-IO-44
N/A
N/A
Class PT2-I-44B
(3)
$
N/A
N/A
N/A
Class PT2-I-45A
(2)
$
Class PT2-I-IO-45
N/A
N/A
Class PT2-I-45B
(3)
$
N/A
N/A
N/A
Class PT2-I-46A
(2)
$
Class PT2-I-IO-46
N/A
N/A
Class PT2-I-46B
(3)
$
N/A
N/A
N/A
Class PT2-I-47A
(2)
$
Class PT2-I-IO-47
N/A
N/A
Class PT2-I-47B
(3)
$
N/A
N/A
N/A
Class PT2-I-48A
(2)
$
Class PT2-I-IO-48
N/A
N/A
Class PT2-I-48B
(3)
$
N/A
N/A
N/A
Class PT2-I-49A
(2)
$
Class PT2-I-IO-49
N/A
N/A
Class PT2-I-49B
(3)
$
N/A
N/A
N/A
Class PT2-I-50A
(2)
$
Class PT2-I-IO-50
N/A
N/A
Class PT2-I-50B
(3)
$
N/A
N/A
N/A
Class PT2-I-51A
(2)
$
Class PT2-I-IO-51
N/A
N/A
Class PT2-I-51B
(3)
$
N/A
N/A
N/A
Class PT2-I-52A
(2)
$
Class PT2-I-IO-52
N/A
N/A
Class PT2-I-52B
(3)
$
N/A
N/A
N/A
Class PT2-I-53A
(2)
$
Class PT2-I-IO-53
N/A
N/A
Class PT2-I-53B
(3)
$
N/A
N/A
N/A
Class PT2-I-54A
(2)
$
Class PT2-I-IO-54
N/A
N/A
Class PT2-I-54B
(3)
$
N/A
N/A
N/A
Class PT2-I-55A
(2)
$
Class PT2-I-IO-55
N/A
N/A
Class PT2-I-55B
(3)
$
N/A
N/A
N/A
Class PT2-I-56A
(2)
$
Class PT2-I-IO-56
N/A
N/A
Class PT2-I-56B
(3)
$
N/A
N/A
N/A
Class PT2-I-57A
(2)
$
Class PT2-I-IO-56
N/A
N/A
Class PT2-I-57B
(3)
$
N/A
N/A
N/A
Class PT2-I-IO-2
(4)
(4)
N/A
Class PT1-I-2A
Class PT2-I-IO-3
(4)
(4)
N/A
Class PT1-I-3A
Class PT2-I-IO-4
(4)
(4)
N/A
Class PT1-I-4A
Class PT2-I-IO-5
(4)
(4)
N/A
Class PT1-I-5A
Class PT2-I-IO-6
(4)
(4)
N/A
Class PT1-I-6A
Class PT2-I-IO-7
(4)
(4)
N/A
Class PT1-I-7A
Class PT2-I-IO-8
(4)
(4)
N/A
Class PT1-I-8A
Class PT2-I-IO-9
(4)
(4)
N/A
Class PT1-I-9A
Class PT2-I-IO-10
(4)
(4)
N/A
Class PT1-I-10A
Class PT2-I-IO-11
(4)
(4)
N/A
Class PT1-I-11A
Class PT2-I-IO-12
(4)
(4)
N/A
Class PT1-I-12A
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
Pooling-Tier
Corresponding
Corresponding
Corresponding
Pooling-Tier REMIC-2 Initial
Pooling-Tier
Pooling-Tier
Scheduled
Pooling-Tier
REMIC-2
Principal
REMIC-2 IO
REMIC-1
Crossover
REMIC-2 Interest
Interest
Rate
Amount
Interest
Regular Interest
Distribution Date
------------------ ------------- --------------- -------------------
----------------
-----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-IO-13
(4)
(4)
N/A
Class PT1-I-13A
Class PT2-I-IO-14
(4)
(4)
N/A
Class PT1-I-14A
Class PT2-I-IO-15
(4)
(4)
N/A
Class PT1-I-15A
Class PT2-I-IO-16
(4)
(4)
N/A
Class PT1-I-16A
Class PT2-I-IO-17
(4)
(4)
N/A
Class PT1-I-17A
Class PT2-I-IO-18
(4)
(4)
N/A
Class PT1-I-18A
Class PT2-I-IO-19
(4)
(4)
N/A
Class PT1-I-19A
Class PT2-I-IO-20
(4)
(4)
N/A
Class PT1-I-20A
Class PT2-I-IO-21
(4)
(4)
N/A
Class PT1-I-21A
Class PT2-I-IO-22
(4)
(4)
N/A
Class PT1-I-22A
Class PT2-I-IO-23
(4)
(4)
N/A
Class
PT1-I-23A
Class PT2-I-IO-24
(4)
(4)
N/A
Class PT1-I-24A
Class PT2-I-IO-25
(4)
(4)
N/A
Class PT1-I-25A
Class PT2-I-IO-26
(4)
(4)
N/A
Class PT1-I-26A
Class PT2-I-IO-27
(4)
(4)
N/A
Class PT1-I-27A
Class PT2-I-IO-28
(4)
(4)
N/A
Class PT1-I-28A
Class PT2-I-IO-29
(4)
(4)
N/A
Class PT1-I-29A
Class PT2-I-IO-30
(4)
(4)
N/A
Class PT1-I-30A
Class PT2-I-IO-31
(4)
(4)
N/A
Class PT1-I-31A
Class PT2-I-IO-32
(4)
(4)
N/A
Class PT1-I-32A
Class PT2-I-IO-33
(4)
(4)
N/A
Class PT1-I-33A
Class PT2-I-IO-34
(4)
(4)
N/A
Class
PT1-I-34A
Class PT2-I-IO-35
(4)
(4)
N/A
Class PT1-I-35A
Class PT2-I-IO-36
(4)
(4)
N/A
Class PT1-I-36A
Class PT2-I-IO-37
(4)
(4)
N/A
Class PT1-I-37A
Class PT2-I-IO-38
(4)
(4)
N/A
Class PT1-I-38A
Class PT2-I-IO-39
(4)
(4)
N/A
Class PT1-I-39A
Class PT2-I-IO-40
(4)
(4)
N/A
Class PT1-I-40A
Class PT2-I-IO-41
(4)
(4)
N/A
Class PT1-I-41A
Class PT2-I-IO-42
(4)
(4)
N/A
Class PT1-I-42A
Class PT2-I-IO-43
(4)
(4)
N/A
Class PT1-I-43A
Class PT2-I-IO-44
(4)
(4)
N/A
Class PT1-I-44A
Class PT2-I-IO-45
(4)
(4)
N/A
Class PT1-I-45A
Class PT2-I-IO-46
(4)
(4)
N/A
Class PT1-I-46A
Class PT2-I-IO-47
(4)
(4)
N/A
Class PT1-I-47A
Class PT2-I-IO-48
(4)
(4)
N/A
Class PT1-I-48A
Class PT2-I-IO-49
(4)
(4)
N/A
Class PT1-I-49A
Class PT2-I-IO-50
(4)
(4)
N/A
Class PT1-I-50A
Class PT2-I-IO-51
(4)
(4)
N/A
Class PT1-I-51A
Class PT2-I-IO-52
(4)
(4)
N/A
Class PT1-I-52A
Class PT2-I-IO-53
(4)
(4)
N/A
Class PT1-I-53A
Class PT2-I-IO-54
(4)
(4)
N/A
Class PT1-I-54A
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
Pooling-Tier
Corresponding
Corresponding
Corresponding
Pooling-Tier REMIC-2 Initial
Pooling-Tier
Pooling-Tier
Scheduled
Pooling-Tier
REMIC-2
Principal
REMIC-2 IO
REMIC-1
Crossover
REMIC-2 Interest
Interest
Rate
Amount
Interest
Regular Interest
Distribution Date
------------------ ------------- --------------- -------------------
----------------
-----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-IO-55
(4)
(4)
N/A
Class PT1-I-55A
Class PT2-I-IO-56
(4)
(4)
N/A
Class PT1-I-56A
Class PT2-I-IO-57
(4)
(4)
N/A
Class PT1-I-57A
Class PT2-II-1
(5)
$
N/A
N/A
N/A
Class PT2-II-2A
(6)
$
Class PT2-II-IO-2
N/A
N/A
Class PT2-II-2B
(7)
$
N/A
N/A
N/A
Class PT2-II-3A
(6)
$
Class PT2-II-IO-3
N/A
N/A
Class PT2-II-3B
(7)
$
N/A
N/A
N/A
Class PT2-II-4A
(6)
$
Class PT2-II-IO-4
N/A
N/A
Class PT2-II-4B
(7)
$
N/A
N/A
N/A
Class PT2-II-5A
(6)
$
Class PT2-II-IO-5
N/A
N/A
Class PT2-II-5B
(7)
$
N/A
N/A
N/A
Class PT2-II-6A
(6)
$
Class PT2-II-IO-6
N/A
N/A
Class PT2-II-6B
(7)
$
N/A
N/A
N/A
Class PT2-II-7A
(6)
$
Class PT2-II-IO-7
N/A
N/A
Class PT2-II-7B
(7)
$
N/A
N/A
N/A
Class PT2-II-8A
(6)
$
Class PT2-II-IO-8
N/A
N/A
Class PT2-II-8B
(7)
$
N/A
N/A
N/A
Class PT2-II-9A
(6)
$
Class PT2-II-IO-9
N/A
N/A
Class PT2-II-9B
(7)
$
N/A
N/A
N/A
Class PT2-II-10A
(6)
$
Class PT2-II-IO-10
N/A
N/A
Class PT2-II-10B
(7)
$
N/A
N/A
N/A
Class PT2-II-11A
(6)
$
Class PT2-II-IO-11
N/A
N/A
Class PT2-II-11B
(7)
$
N/A
N/A
N/A
Class PT2-II-12A
(6)
$
Class PT2-II-IO-12
N/A
N/A
Class PT2-II-12B
(7)
$
N/A
N/A
N/A
Class PT2-II-13A
(6)
$
Class PT2-II-IO-13
N/A
N/A
Class PT2-II-13B
(7)
$
N/A
N/A
N/A
Class PT2-II-14A
(6)
$
Class PT2-II-IO-14
N/A
N/A
Class PT2-II-14B
(7)
$
N/A
N/A
N/A
Class PT2-II-15A
(6)
$
Class PT2-II-IO-15
N/A
N/A
Class PT2-II-15B
(7)
$
N/A
N/A
N/A
Class PT2-II-16A
(6)
$
Class PT2-II-IO-16
N/A
N/A
Class PT2-II-16B
(7)
$
N/A
N/A
N/A
Class PT2-II-17A
(6)
$
Class PT2-II-IO-17
N/A
N/A
Class PT2-II-17B
(7)
$
N/A
N/A
N/A
Class PT2-II-18A
(6)
$
Class PT2-II-IO-18
N/A
N/A
Class PT2-II-18B
(7)
$
N/A
N/A
N/A
Class PT2-II-19A
(6)
$
Class PT2-II-IO-19
N/A
N/A
Class PT2-II-19B
(7)
$
N/A
N/A
N/A
Class PT2-II-20A
(6)
$
Class PT2-II-IO-20
N/A
N/A
Class PT2-II-20B
(7)
$
N/A
N/A
N/A
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
Pooling-Tier
Corresponding
Corresponding
Corresponding
Pooling-Tier REMIC-2 Initial
Pooling-Tier
Pooling-Tier
Scheduled
Pooling-Tier
REMIC-2
Principal
REMIC-2 IO
REMIC-1
Crossover
REMIC-2 Interest
Interest
Rate
Amount
Interest
Regular Interest
Distribution Date
------------------ ------------- --------------- -------------------
----------------
-----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-II-21A
(6)
$
Class PT2-II-IO-21
N/A
N/A
Class PT2-II-21B
(7)
$
N/A
N/A
N/A
Class PT2-II-22A
(6)
$
Class PT2-II-IO-22
N/A
N/A
Class PT2-II-22B
(7)
$
N/A
N/A
N/A
Class PT2-II-23A
(6)
$
Class PT2-II-IO-23
N/A
N/A
Class PT2-II-23B
(7)
$
N/A
N/A
N/A
Class PT2-II-24A
(6)
$
Class PT2-II-IO-24
N/A
N/A
Class PT2-II-24B
(7)
$
N/A
N/A
N/A
Class PT2-II-25A
(6)
$
Class PT2-II-IO-25
N/A
N/A
Class PT2-II-25B
(7)
$
N/A
N/A
N/A
Class PT2-II-26A
(6)
$
Class PT2-II-IO-26
N/A
N/A
Class PT2-II-26B
(7)
$
N/A
N/A
N/A
Class PT2-II-27A
(6)
$
Class PT2-II-IO-27
N/A
N/A
Class PT2-II-27B
(7)
$
N/A
N/A
N/A
Class PT2-II-28A
(6)
$
Class PT2-II-IO-28
N/A
N/A
Class PT2-II-28B
(7)
$
N/A
N/A
N/A
Class PT2-II-29A
(6)
$
Class PT2-II-IO-29
N/A
N/A
Class PT2-II-29B
(7)
$
N/A
N/A
N/A
Class PT2-II-30A
(6)
$
Class PT2-II-IO-30
N/A
N/A
Class PT2-II-30B
(7)
$
N/A
N/A
N/A
Class PT2-II-31A
(6)
$
Class PT2-II-IO-31
N/A
N/A
Class PT2-II-31B
(7)
$
N/A
N/A
N/A
Class PT2-II-32A
(6)
$
Class PT2-II-IO-32
N/A
N/A
Class PT2-II-32B
(7)
$
N/A
N/A
N/A
Class PT2-II-33A
(6)
$
Class PT2-II-IO-33
N/A
N/A
Class PT2-II-33B
(7)
$
N/A
N/A
N/A
Class PT2-II-34A
(6)
$
Class PT2-II-IO-34
N/A
N/A
Class PT2-II-34B
(7)
$
N/A
N/A
N/A
Class PT2-II-35A
(6)
$
Class PT2-II-IO-35
N/A
N/A
Class PT2-II-35B
(7)
$
N/A
N/A
N/A
Class PT2-II-36A
(6)
$
Class PT2-II-IO-36
N/A
N/A
Class PT2-II-36B
(7)
$
N/A
N/A
N/A
Class PT2-II-37A
(6)
$
Class PT2-II-IO-37
N/A
N/A
Class PT2-II-37B
(7)
$
N/A
N/A
N/A
Class PT2-II-38A
(6)
$
Class PT2-II-IO-38
N/A
N/A
Class PT2-II-38B
(7)
$
N/A
N/A
N/A
Class PT2-II-39A
(6)
$
Class PT2-II-IO-39
N/A
N/A
Class PT2-II-39B
(7)
$
N/A
N/A
N/A
Class PT2-II-40A
(6)
$
Class PT2-II-IO-40
N/A
N/A
Class PT2-II-40B
(7)
$
N/A
N/A
N/A
Class PT2-II-41A
(6)
$
Class PT2-II-IO-41
N/A
N/A
Class PT2-II-41B
(7)
$
N/A
N/A
N/A
</TABLE>
-14-
<PAGE>
<TABLE>
<CAPTION>
Pooling-Tier
Corresponding
Corresponding
Corresponding
Pooling-Tier REMIC-2 Initial
Pooling-Tier
Pooling-Tier
Scheduled
Pooling-Tier
REMIC-2
Principal
REMIC-2 IO
REMIC-1
Crossover
REMIC-2 Interest
Interest
Rate
Amount
Interest
Regular Interest
Distribution
Date
------------------ ------------- --------------- -------------------
----------------
-----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-II-42A
(6)
$
Class PT2-II-IO-42
N/A
N/A
Class PT2-II-42B
(7)
$
N/A
N/A
N/A
Class PT2-II-43A
(6)
$
Class PT2-II-IO-43
N/A
N/A
Class PT2-II-43B
(7)
$
N/A
N/A
N/A
Class PT2-II-44A
(6)
$
Class PT2-II-IO-44
N/A
N/A
Class PT2-II-44B
(7)
$
N/A
N/A
N/A
Class PT2-II-45A
(6)
$
Class PT2-II-IO-45
N/A
N/A
Class PT2-II-45B
(7)
$
N/A
N/A
N/A
Class PT2-II-46A
(6)
$
Class PT2-II-IO-46
N/A
N/A
Class PT2-II-46B
(7)
$
N/A
N/A
N/A
Class PT2-II-47A
(6)
$
Class PT2-II-IO-47
N/A
N/A
Class PT2-II-47B
(7)
$
N/A
N/A
N/A
Class PT2-II-48A
(6)
$
Class PT2-II-IO-48
N/A
N/A
Class PT2-II-48B
(7)
$
N/A
N/A
N/A
Class PT2-II-49A
(6)
$
Class PT2-II-IO-49
N/A
N/A
Class PT2-II-49B
(7)
$
N/A
N/A
N/A
Class PT2-II-50A
(6)
$
Class PT2-II-IO-50
N/A
N/A
Class PT2-II-50B
(7)
$
N/A
N/A
N/A
Class PT2-II-51A
(6)
$
Class PT2-II-IO-51
N/A
N/A
Class PT2-II-51B
(7)
$
N/A
N/A
N/A
Class PT2-II-52A
(6)
$
Class PT2-II-IO-52
N/A
N/A
Class PT2-II-52B
(7)
$
N/A
N/A
N/A
Class PT2-II-53A
(6)
$
Class PT2-II-IO-53
N/A
N/A
Class PT2-II-53B
(7)
$
N/A
N/A
N/A
Class PT2-II-54A
(6)
$
Class PT2-II-IO-54
N/A
N/A
Class PT2-II-54B
(7)
$
N/A
N/A
N/A
Class PT2-II-55A
(6)
$
Class PT2-II-IO-55
N/A
N/A
Class PT2-II-55B
(7)
$
N/A
N/A
N/A
Class PT2-II-56A
(6)
$
Class PT2-II-IO-56
N/A
N/A
Class PT2-II-56B
(7)
$
N/A
N/A
N/A
Class PT2-II-57A
(6)
$
Class PT2-II-IO-57
N/A
N/A
Class PT2-II-57B
(7)
$
N/A
N/A
N/A
Class PT2-II-IO-2
(4)
(4)
N/A
Class PT1-II-2A
Class PT2-II-IO-3
(4)
(4)
N/A
Class PT1-II-3A
Class PT2-II-IO-4
(4)
(4)
N/A
Class PT1-II-4A
Class PT2-II-IO-5
(4)
(4)
N/A
Class PT1-II-5A
Class PT2-II-IO-6
(4)
(4)
N/A
Class PT1-II-6A
Class PT2-II-IO-7
(4)
(4)
N/A
Class PT1-II-7A
Class PT2-II-IO-8
(4)
(4)
N/A
Class PT1-II-8A
Class PT2-II-IO-9
(4)
(4)
N/A
Class PT1-II-9A
Class PT2-II-IO-10
(4)
(4)
N/A
Class PT1-II-10A
Class PT2-II-IO-11
(4)
(4)
N/A
Class PT1-II-11A
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
Pooling-Tier
Corresponding
Corresponding
Corresponding
Pooling-Tier REMIC-2 Initial
Pooling-Tier
Pooling-Tier
Scheduled
Pooling-Tier
REMIC-2
Principal
REMIC-2 IO
REMIC-1
Crossover
REMIC-2 Interest
Interest
Rate
Amount
Interest
Regular Interest
Distribution Date
------------------ ------------- --------------- -------------------
----------------
-----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-II-IO-12
(4)
(4)
N/A
Class PT1-II-12A
Class PT2-II-IO-13
(4)
(4)
N/A
Class PT1-II-13A
Class PT2-II-IO-14
(4)
(4)
N/A
Class PT1-II-14A
Class PT2-II-IO-15
(4)
(4)
N/A
Class PT1-II-15A
Class PT2-II-IO-16
(4)
(4)
N/A
Class PT1-II-16A
Class PT2-II-IO-17
(4)
(4)
N/A
Class PT1-II-17A
Class PT2-II-IO-18
(4)
(4)
N/A
Class PT1-II-18A
Class PT2-II-IO-19
(4)
(4)
N/A
Class PT1-II-19A
Class PT2-II-IO-20
(4)
(4)
N/A
Class PT1-II-20A
Class PT2-II-IO-21
(4)
(4)
N/A
Class PT1-II-21A
Class PT2-II-IO-22
(4)
(4)
N/A
Class PT1-II-22A
Class PT2-II-IO-23
(4)
(4)
N/A
Class PT1-II-23A
Class PT2-II-IO-24
(4)
(4)
N/A
Class PT1-II-24A
Class PT2-II-IO-25
(4)
(4)
N/A
Class PT1-II-25A
Class PT2-II-IO-26
(4)
(4)
N/A
Class PT1-II-26A
Class PT2-II-IO-27
(4)
(4)
N/A
Class PT1-II-27A
Class PT2-II-IO-28
(4)
(4)
N/A
Class PT1-II-28A
Class PT2-II-IO-29
(4)
(4)
N/A
Class PT1-II-29A
Class PT2-II-IO-30
(4)
(4)
N/A
Class PT1-II-30A
Class PT2-II-IO-31
(4)
(4)
N/A
Class PT1-II-31A
Class PT2-II-IO-32
(4)
(4)
N/A
Class PT1-II-32A
Class PT2-II-IO-33
(4)
(4)
N/A
Class PT1-II-33A
Class PT2-II-IO-34
(4)
(4)
N/A
Class PT1-II-34A
Class PT2-II-IO-35
(4)
(4)
N/A
Class PT1-II-35A
Class PT2-II-IO-36
(4)
(4)
N/A
Class PT1-II-36A
Class PT2-II-IO-37
(4)
(4)
N/A
Class PT1-II-37A
Class PT2-II-IO-38
(4)
(4)
N/A
Class PT1-II-38A
Class PT2-II-IO-39
(4)
(4)
N/A
Class PT1-II-39A
Class PT2-II-IO-40
(4)
(4)
N/A
Class PT1-II-40A
Class PT2-II-IO-41
(4)
(4)
N/A
Class PT1-II-41A
Class PT2-II-IO-42 (4)
(4)
N/A
Class PT1-II-42A
Class PT2-II-IO-43
(4)
(4)
N/A
Class PT1-II-43A
Class PT2-II-IO-44
(4)
(4)
N/A
Class PT1-II-44A
Class PT2-II-IO-45
(4)
(4)
N/A
Class PT1-II-45A
Class PT2-II-IO-46
(4)
(4)
N/A
Class PT1-II-46A
Class PT2-II-IO-47
(4)
(4)
N/A
Class PT1-II-47A
Class PT2-II-IO-48
(4)
(4)
N/A
Class PT1-II-48A
Class PT2-II-IO-49
(4)
(4)
N/A
Class PT1-II-49A
Class PT2-II-IO-50
(4)
(4)
N/A
Class PT1-II-50A
Class PT2-II-IO-51
(4)
(4)
N/A
Class PT1-II-51A
Class PT2-II-IO-52
(4)
(4)
N/A
Class PT1-II-52A
Class PT2-II-IO-53
(4)
(4)
N/A
Class PT1-II-53A
</TABLE>
-16-
<PAGE>
<TABLE>
<CAPTION>
Pooling-Tier
Corresponding
Corresponding
Corresponding
Pooling-Tier REMIC-2 Initial
Pooling-Tier
Pooling-Tier
Scheduled
Pooling-Tier
REMIC-2
Principal
REMIC-2 IO
REMIC-1
Crossover
REMIC-2 Interest
Interest
Rate
Amount
Interest
Regular Interest
Distribution Date
------------------ ------------- --------------- -------------------
----------------
-----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-II-IO-54
(4)
(4)
N/A
Class PT1-II-54A
Class PT2-II-IO-55
(4)
(4)
N/A
Class PT1-II-55A
Class PT2-II-IO-56
(4)
(4)
N/A
Class PT1-II-56A
Class PT2-II-IO-57
(4)
(4)
N/A
Class PT1-II-57A
Class PT2-R
(8)
(8)
N/A
N/A
N/A
</TABLE>
----------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
Pooling-Tier
REMIC-1 Loan Group I WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
weighted
average of the Pooling-Tier REMIC-1 Interest Rates on the
Pooling-Tier
REMIC-1 Regular Interests relating to the Group I Mortgage Loans
and having
an
"A" in their class designation, provided that, on each Distribution
Date
on
which interest is distributable on the Corresponding
Pooling-Tier
REMIC-2 IO Interest, this Pooling-Tier REMIC-2 Regular Interest
shall bear
interest at a per annum rate equal to Swap LIBOR subject to a
maximum rate
equal to the weighted average of the Pooling-Tier REMIC-1 Interest
Rates on
the
Pooling-Tier REMIC-1 Regular Interests relating to the Group I
Mortgage
Loans and having an "A" in their class designation.
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
weighted
average of the Pooling-Tier REMIC-1 Interest Rates on the
Pooling-Tier
REMIC-1 Regular Interests relating to the Group I Mortgage Loans
and having
a
"B" in their class designation.
(4) Each Pooling-Tier
REMIC-2 IO Interest is an interest-only interest and does
not
have a principal balance but has a notional balance
("Pooling-Tier
REMIC-2 IO Notional Balance") equal to the Pooling-Tier REMIC-1
Principal
Amount of the Corresponding Pooling-Tier REMIC-1 Regular Interest.
From the
Closing Date through and including the Corresponding Actual
Crossover
Distribution Date, each Pooling-Tier REMIC-2 IO Interest shall be
entitled
to
receive interest that accrues on the Corresponding Pooling-Tier
REMIC-1
Regular Interest at a rate equal to the excess, if any, of (i)
the
Pooling-Tier REMIC-1
Interest Rate for the Corresponding Pooling-Tier
REMIC-1 Regular Interest over (ii) Swap LIBOR. After the
related
Corresponding Actual Crossover Distribution Date, the Pooling-Tier
REMIC-2
IO
Interest shall not accrue interest.
(5) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
Pooling-Tier
REMIC-1 Loan Group II WAC Rate.
(6) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
weighted
average of the Pooling-Tier REMIC-1 Interest Rates on the
Pooling-Tier
REMIC-1 Regular Interests relating to the Group II Mortgage Loans
and
having an "A" in their class designation, provided that, on
each
Distribution Date on which interest is distributable on the
Corresponding
Pooling-Tier REMIC-2 IO Interest, this Pooling-Tier REMIC-2
Regular
Interest shall bear interest at a per annum rate equal to Swap
LIBOR
subject to a maximum rate equal to the weighted average of the
Pooling-Tier
REMIC-1 Interest Rates on the Pooling-Tier REMIC-1 Regular
Interests
relating to the Group II Mortgage Loans and having an "A" in their
class
designation.
(7) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
weighted
average of the Pooling-Tier REMIC-1 Interest Rates on the
Pooling-Tier
REMIC-1 Regular Interests relating to the Group II Mortgage Loans
and
having a "B" in their class designation.
(8) The Class PT2-R
Interest shall not have a principal balance and shall not
bear
interest.
-17-
<PAGE>
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans for such Distribution Date shall be distributed
to the
Pooling-Tier REMIC-2 Regular Interests at the Pooling-Tier REMIC-2
Interest
Rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage Loans
shall be
allocated to the then outstanding Pooling-Tier REMIC-2 Regular
Interests (other
than the Pooling-Tier REMIC-2 IO Interests) relating to the Group I
Mortgage
Loans with the lowest numerical denomination until the Pooling-Tier
REMIC-2
Principal Amount of such interest is reduced to zero, provided
that, for
Pooling-Tier REMIC-2 Regular Interests relating to the Group I
Mortgage Loans
with the same numerical denomination, such Realized Losses,
Subsequent
Recoveries and payments of principal shall be allocated pro rata
between such
Pooling-Tier REMIC-2 Regular Interests, until the Pooling-Tier
REMIC-2 Principal
Amount of such interests is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage Loans
to the
outstanding Pooling-Tier REMIC-2 Regular Interests (other than the
Pooling-Tier
REMIC-2 IO Interests) relating to the Group II Mortgage Loans with
the lowest
numerical denomination until the Pooling-Tier REMIC-2 Principal
Amount of such
interest is reduced to zero, provided that, for Pooling-Tier
REMIC-2 Regular
Interests relating to the Group II Mortgage Loans with the same
numerical
denomination, such Realized Losses, Subsequent Recoveries and
payments of
principal shall be allocated pro rata between such Pooling-Tier
REMIC-2 Regular
Interests until the Pooling-Tier REMIC-2 Principal Amount of such
interests is
reduced to zero.
-18-
<PAGE>
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>
Lower Tier
Corresponding
Lower Tier REMIC REMIC Interest
Initial Lower Tier
Upper Tier REMIC
Class Designation
Rate
REMIC Principal Amount
Regular Interest
----------------- --------------
------------------------------- ----------------
<S>
<C>
<C>
<C>
Class LT-A-1A
(1)
1/4
Corresponding Upper Tier
A-1A
REMIC Regular Interest initial
Class Principal Balance
Class LT-A-1B
(1)
1/4 Corresponding Upper Tier
A-1B
REMIC Regular Interest initial
Class Principal Balance
Class LT-A-2A
(1)
1/4 Corresponding Upper Tier
A-2A
REMIC Regular Interest initial
Class Principal Balance
Class LT-A-2B
(1)
1/4 Corresponding Upper Tier
A-2B
REMIC Regular Interest initial
Class Principal Balance
Class LT-A-2C
(1)
1/4 Corresponding Upper Tier
A-2C
REMIC Regular Interest initial
Class Principal Balance
Class LT-M-1
(1)
1/4 Corresponding Upper Tier
M-1
REMIC Regular Interest initial
Class Principal Balance
Class LT-M-2
(1)
1/4 Corresponding Upper Tier
M-2
REMIC Regular Interest initial
Class Principal Balance
Class LT-M-3
(1)
1/4 Corresponding Upper Tier
M-3
REMIC Regular Interest initial
Class Principal Balance
Class LT-B-1
(1)
1/4 Corresponding Upper Tier
B-1
REMIC Regular Interest initial
Class Principal Balance
Class LT-B-2
(1)
1/4 Corresponding Upper Tier
B-2
REMIC Regular Interest initial
Class Principal Balance
Class LT-B-3
(1)
1/4 Corresponding Upper Tier
B-3
Regular Interest initial
Class Principal Balance
Class LT-B-4
(1)
1/4 Corresponding Upper Tier
B-4
REMIC Regular Interest initial
Class Principal Balance
</TABLE>
-19-
<PAGE>
<TABLE>
<CAPTION>
Lower Tier
Corresponding
Lower Tier REMIC REMIC Interest
Initial Lower Tier
Upper Tier REMIC
Class Designation
Rate
REMIC Principal Amount
Regular Interest
----------------- --------------
------------------------------- ----------------
<S>
<C>
<C>
<C>
Class LT-Accrual
(1)
__ Pool Stated Principal Balance
N/A
plus __ Subordinated Amount
Class LT-
(1)
__% initial Group Subordinate
N/A
Group I(SUB)
Amount of the Group I Mortgage
Loans (6)
Class LT-
(2)
__% initial aggregate Stated
N/A
Group I
Principal Balance of the Group I
Mortgage Loans (6)
Class LT-
(1)
__% initial Group Subordinate
N/A
Group II(SUB)
Amount of the Group II Mortgage
Loans (6)
Class LT-
(3)
__% initial aggregate Stated
N/A
Group II
Principal Balance of the Group
II Mortgage Loans (6)
Class LT-XX
(1)
1/2 initial aggregate Stated
N/A
Principal Balance of the Mortgage
Loans, less aggregate Initial
Lower Tier REMIC Principal
Amounts of
Class LT-Group I(SUB),
Class LT-Group I,
Class LT-Group II(SUB) and
Class LT-Group II Interests
Class LT-IO
(4)
(4)
N/A
Class LT-R
(5)
(5)
N/A
</TABLE>
----------
(1) The interest rate
with respect to any Distribution Date for these interests
is a
per annum variable rate equal to the Lower Tier REMIC WAC Cap.
(2) The interest rate
with respect to any Distribution Date for the Class
LT-Group I Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average of
the
pooling-Tier REMIC-2
Interest Rates of the Pooling-Tier REMIC-2 Regular
Interests (other than the Pooling-Tier REMIC-2 IO Interests)
relating to
the
Group I Mortgage Loans.
(3) The interest rate
with respect to any Distribution Date for the Class
LT-Group II Interest is a per annum variable rate (expressed as
a
percentage rounded to eight decimal places) equal to the weighted
average
of
the Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier
REMIC-2
Regular Interests (other than the Pooling-Tier REMIC-2 IO
Interests)
relating to the Group II Mortgage Loans.
(4) This Lower-Tier
Regular Interest is an interest-only interest and does not
have
a Lower-Tier REMIC Principal Amount. On each Distribution Date,
this
Lower-Tier Regular
Interest shall be entitled to receive all interest
distributable on the Pooling-Tier REMIC-2 IO Interests.
(5) The Class LT-R
Interest is the sole class of residual interest in the Lower
Tier
REMIC and it does not have a principal amount or an interest
rate.
-20-
<PAGE>
(6) For all
Distribution Dates, the Lower Tier Principal Amount of these
Lower
Tier
REMIC Regular Interests shall be rounded to eight decimal
places.
Each Lower
Tier REMIC Regular Interest is hereby designated as a
regular interest in the Lower Tier REMIC. The Class LT-A-1A, Class
LT-A-1B,
Class LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-M-1, Class
LT-M-2, Class
LT-M-3, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4
Interests are
hereby designated the LT Accretion Directed Classes (the "LT
Accretion Directed
Classes").
On each Distribution Date, __% of the increase in the
Subordinated
Amount shall be payable as a reduction of the Lower Tier REMIC
Principal Amount
of the LT Accretion Directed Classes (each such Class will be
reduced by an
amount equal to __% of any increase in the Subordinated Amount that
is
attributable to a reduction in the Class Certificate Balance of
its
Corresponding Class) and shall be accrued and added to the Lower
Tier REMIC
Principal Amount of the Class LT-Accrual Interest. On each
Distribution Date,
the increase in the Lower Tier REMIC Principal Amount of the Class
LT-Accrual
Interest may not exceed interest accruals for such Distribution
Date for the
Class LT-Accrual Interest. All payments of scheduled principal and
prepayments
of principal generated by the Mortgage Loans and all Subsequent
Recoveries
allocable to principal shall be allocated (i) __% to the Class
LT-Accrual
Interest, (ii) __% 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 __% of the principal amounts and
Subsequent
Recoveries allocated to their respective Corresponding Classes),
until paid in
full and (iii) __% to Class LT-Group I(SUB) Interest, Class
LT-Group I Interest,
Class LT-Group II(SUB) Interest, Class LT-Group II Interest and
Class LT-XX
Interest (and further allocated among these Lower Tier REMIC
Regular Interests
in the manner described in the next sentence). As among the Class
LT-Group
I(SUB) Interest, Class LT-Group I Interest, Class LT-Group II(SUB)
Interest,
Class LT-Group II Interest and Class LT-XX Interest, all payments
of scheduled
principal and prepayments of principal generated by the Mortgage
Loans and
Subsequent Recoveries referred to in clause (iii) of the previous
sentence shall
be allocated (i) first, to the Class LT-Group I(SUB) Interest, and
Class
LT-Group II(SUB) Interest, each from the related Loan Group, so
that their
respective Lower Tier REMIC Principal Amount (computed to at least
eight decimal
places) is equal to __% of the related Group Subordinate Amount
(except that if
any such amount is a larger number than in the preceding
distribution period,
the least amount of principal shall be distributed to the Class
LT-Group I(SUB)
Interest and Class LT-Group II(SUB) Interest, as applicable, such
that the Lower
Tier REMIC Subordinated Balance Ratio is maintained); (ii) second,
to the Class
LT-Group I Interest and the Class LT-Group II Interest __% of the
principal
collected in respect of the related Loan Group; and (iii) third,
any remaining
amounts of principal shall be distributed to the Class LT-XX
Interest.
Notwithstanding the above, principal payments allocated to the
Class X Interest
that result in the reduction in the Subordinated Amount shall be
allocated (i)
__% to the Class LT-Accrual Interest (until paid in full) and (ii)
__% to the
Class LT-Group I(SUB) Interest, the Class LT-Group II(SUB)
Interest, the Class
LT-Group I Interest, the Class LT-Group II Interest and the Class
LT-XX Interest
(and allocated among these Lower Tier REMIC Regular Interests in a
manner
similar to that described in the immediately preceding
sentence).
-21-
<PAGE>
Reductions to Lower Tier REMIC Principal Amounts as a result of
Realized Losses and increases in Lower Tier REMIC Principal Amounts
as a result
of Subsequent Recoveries shall be applied so that after all
distributions have
been made on each Distribution Date (i) the Lower Tier REMIC
Principal Amount of
each LT Accretion Directed Class is equal to __% of the Class
Certificate
Balance of its Corresponding Class, (ii) the Class LT-Accrual
Interest is equal
to __% of the aggregate Stated Principal Balance of the Mortgage
Loans plus __%
of the Subordinated Amount, (iii) the Class LT-Group I(SUB)
Interest is equal to
__% of the Group Subordinate Amount of the Group I Mortgage Loans,
(iv) the
Class LT-Group II(SUB) Interest is equal to __% of the Group
Subordinate Amount
of the Group II Mortgage Loans, (v) the Class LT-Group I Interest
is equal to
0.01% of the aggregate Stated Principal Balance of the Group I
Mortgage Loans,
(vi) the Class LT-Group II Interest is equal to __% of the
aggregate Stated
Principal Balance of the Group II Mortgage Loans and (vii) the
remainder shall
be applied to the Class LT-XX Interest.
Upper-Tier REMIC
The Upper Tier REMIC shall issue the following classes of Upper
Tier
REMIC Regular Interests and each such interest, other than the
Class UT-R
Interest, is hereby designated as a regular interest in the Upper
Tier REMIC.
The Class UT-R Interest is hereby designated as the sole class of
residual
interests in the Upper Tier REMIC and shall be represented by the
Class R
Certificates.
<TABLE>
<CAPTION>
Initial Upper Tier
Upper Tier REMIC
Upper Tier
REMIC
REMIC Principal
Corresponding
Class Designation Interest Rate
Amount
Class of Certificates
----------------- ----------------
------------------- ---------------------
<S>
<C>
<C>
<C>
Class A-1A
(1)
$
Class A-1A
Class A-1B
(1)
$
Class A-1B
Class A-2A
(2)
$
Class A-2A
Class A-2B
(2)
$
Class A-2B
Class A-2C
(2)
$
Class A-2C
Class M-1
(3)
$
Class M-1
Class M-2
(3)
$
Class M-2
Class M-3
(3)
$
Class M-3
Class B-1
(3)
$
Class B-1
Class B-2
(3)
$
Class B-2
Class B-3
(3)
$
Class B-3
Class B-4
(3)
$
Class B-4
Class IO
(4)
(4)
Class X
(5)
$
Class X(5)
Class UT-R
(6)
$
Class R
</TABLE>
----------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
interest shall bear interest at the lesser of (i) the Pass-Through
Rate
(determined without regard to the Group I Loan Cap) for the
Corresponding
Class of Certificates and (ii) the Lower-Tier Interest Rate for the
Class
LT-Group I Interest (the "Upper-Tier REMIC Loan Group I Rate").
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
interest shall bear interest at the lesser of (i) the Pass-Through
Rate
(determined without regard to the Group II Loan Cap) for the
Corresponding
Class
-22-
<PAGE>
of
Certificates and (ii) the Lower-Tier Interest Rate for the
Class
LT-Group II Interest (the "Upper-Tier REMIC Loan Group II
Rate").
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
interest shall bear interest at the lesser of (i) the Pass-Through
Rate
(determined without regard to the applicable WAC Cap) for the
Corresponding
Class of Certificates and (ii) the Upper-Tier REMIC Pool Cap
Rate.
(4) This interest is
an interest-only interest and does not have a principal
balance. On each Distribution Date, the Class IO Interest shall be
entitled
to
receive all interest distributable on the Class LT-IO Interest.
This
interest shall be beneficially owned by the holders of the Class
X
Certificates and shall be held as an asset of the Swap Account.
(5) The Class X
Interest has an initial principal balance of $[________] but it
will
not accrue interest on such balance but will accrue interest on
a
notional principal balance. As of any Distribution Date, the Class
X
Interest shall have a notional principal balance equal to the
aggregate of
the
Lower Tier Principal Amounts of the Lower Tier REMIC Regular
Interests
(other than the Class LT-IO Interest) as of the first day of the
related
Interest Accrual Period. With respect to any Interest Accrual
Period, the
Class X Interest shall bear interest at a rate equal to the excess,
if any,
of
the Lower Tier REMIC WAC Cap over the product of (i) 2 and (ii)
the
weighted average Lower Tier REMIC Interest Rate of the Lower Tier
REMIC
Regular Interests (other than Class LT-Group I(SUB), Class LT-Group
I,
Class LT-Group II(SUB), Class LT-Group II, Class LT-XX and Class
LT-IO
Interests), where the Lower Tier REMIC Interest Rate on the
Class
LT-Accrual Interest is subject to a cap equal to zero and each
LT-Accretion
Directed Class is subject to a cap equal to the Upper Tier Interest
Rate on
its
Corresponding Class of Upper Tier Regular Interest. With respect to
any
Distribution Date, interest that so accrues on the notional
principal
balance of the Class X Interest shall be deferred in an amount
equal to any
increase in the Subordinated Amount on such Distribution Date.
Such
deferred interest shall not itself bear interest.
(6) The Class UT-R
Interest does not have an interest rate or a principal
balance.
On each Distribution Date, interest distributable in respect of
the
Lower-Tier Interests for such Distribution Date shall be deemed to
be
distributed on the interests in the Upper-Tier REMIC at the rates
shown above,
provided that the Class IO Interest shall be entitled to receive
interest before
any other interest in the Upper-Tier REMIC.
On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to the
Upper-Tier
Interests until the outstanding principal balance of each such
interest equals
the outstanding Class Certificate Balance of the Corresponding
Class of
Certificates as of such Distribution Date.
Certificates
Class Pass-Through Class Certificate
Class Designation
Rate
Balance
----------------- ------------------
-----------------
Class A-1A(8)
(1)
$
Class A-1B(8)
(1)
$
Class A-2A(8)
(2)
$
Class A-2B(8)
(3)
$
Class A-2C(8)
(4)
$
Class M-1(8)
(5)
$
Class M-2(8)
(5)
$
Class M-3(8)
(5)
$
Class B-1(8)
(5)
$
Class B-2(8)
(5)
$
-23-
<PAGE>
Class Pass-Through Class Certificate
Class Designation
Rate
Balance
----------------- ------------------
-----------------
Class B-3(8)
(5)
$
Class B-4(8)
(5)
$
Class X
(6)
(6)
Class R
(7)
$
----------
(1) The Class A-1A and
Class A-1B Certificates will bear interest during each
Interest Accrual Period at a per annum rate equal to the lesser of
(i)
LIBOR plus the applicable Pass-Through Margin and (ii) the Group I
Loan
Cap.
(2) The Class A-2A
Certificates will bear interest during each Interest Accrual
Period at a per annum rate equal to the lesser of (i) LIBOR plus
the
applicable Pass-Through Margin and (ii) the Group II Loan Cap.
(3) The Class A-2B
Certificates will bear interest during each Interest Accrual
Period at a per annum
rate equal to the lesser of (i) LIBOR plus the
applicable Pass-Through Margin and (ii) the Group II Loan Cap.
(4) The Class A-2C
Certificates will bear interest during each Interest Accrual
Period at a per annum rate equal to the lesser of (i) LIBOR plus
the
applicable Pass-Through Margin and (ii) the Group II Loan Cap.
(5) The Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and
Class B-4 Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the lesser of (i) LIBOR plus
the
applicable Pass-Through Margin and (ii) the Pool Cap.
(6) The Class X
Certificates will represent beneficial ownership of the Class X
Interest, the Class IO Interest, the right to receive Class IO
Shortfalls,
the
Cap Agreements, amounts in the Swap Account, subject to the
obligation
to
pay Net Swap Payments and Upper Tier Carry Forward Amounts and,
without
duplication, Basis Risk Carry Forward Amounts and amounts in the
Excess
Reserve Fund Account, subject to the obligation to make payments
from the
Excess Reserve Fund Account in respect of Basis Risk Carry Forward
Amounts.
For
federal income tax purposes, the Securities Administrator will
treat a
Class X Certificateholder's obligation to make payments of Upper
Tier Carry
Forward Amounts and, without duplication, Basis Risk Carry Forward
Amounts
to
the LIBOR Certificates from the Excess Reserve Fund Account and the
Swap
Account to the LIBOR Certificateholders as payments made pursuant
to an
interest rate cap contract written by the Class X
Certificateholders in
favor of each Class of LIBOR Certificates. Such rights of the Class
X
Certificateholders and LIBOR Certificateholders shall be treated as
held in
a
portion of the Trust Fund that is treated as a grantor trust
under
subpart E, Part I of subchapter J of the Code. The Class X
Certificates do
not
have a Class Certificate Balance.
(7) The Class R
Certificates do not have a principal balance or an interest
rate.
(8) Each of these
Certificates will represent not only the ownership of the
Corresponding Class of Upper Tier REMIC Regular Interest but also
the right
to
receive payments from the Excess Reserve Fund Account and Swap
Account
in
respect of any Basis Risk Carry Forward Amounts and, without
duplication, from the Swap Account in respect of Upper Tier Carry
Forward
Amounts. Each of these Certificates will also be subject to the
obligation
to
pay Class IO Shortfalls as described in Section 8.13. For federal
income
tax
purposes, any amount distributed on the LIBOR Certificates on any
such
Distribution Date in excess of the amount distributable on
their
Corresponding Class of Upper Tier Regular Interest on such
Distribution
Date
shall be treated as having been paid from the Excess Reserve
Fund
Account or the Swap Account, as applicable, and any amount
distributable on
such
Corresponding Class of Upper Tier Regular Interest on such
Distribution Date in excess of the amount distributable on the
LIBOR
Certificates on such Distribution Date shall be treated as having
been paid
to
the Swap Account, all pursuant to, and as further provided in
Section
8.13. For federal income tax purposes, the Securities Administrator
will
treat a LIBOR Certificateholder's right to receive payments from
the Excess
Reserve Fund Account and Swap Account as payments made pursuant to
an
interest rate cap contract written by the Class X
Certificateholders.
-24-
<PAGE>
The minimum denomination for each Class of Certificates, other
than
the Class P, Class R and the Class X Certificates, will be $______
with integral
multiples of $__ in excess thereof except that one Certificate in
each Class may
be issued in a different amount. The minimum denomination for each
of the Class
P and Class X Certificates will be a __% Percentage Interest in
such Class, and
the minimum denomination for the Class R Certificates shall be __%
Percentage
Interest in such Class.
Set forth below are designations of Classes of Certificates to
the
categories used herein:
Book-Entry Certificates.............. All Classes of Certificates
other
than the Physical Certificates.
Class A Certificates................. Class A-1A, Class A-1B, Class
A-2A,
Class A-2B and Class A-2C Certificates.
Class B Certificates................. Class B-1, Class B-2, Class B-3
and Class
B-4 Certificates.
Class M Certificates................. Class M-1, Class M-2 and Class
M-3
Certificates.
Delay Certificates................... None.
ERISA-Restricted
Certificates...................... Class B-4, Class R, Class P and
Class X
Certificates; any certificate with a
rating below the lowest applicable
permitted rating under the Underwriters'
Exemption.
LIBOR Certificates................... Class A and Subordinated
Certificates.
Non-Delay Certificates............... Class A, Class X and
Subordinated
Certificates.
Offered Certificates................. All Classes of Certificates other
than
the Private Certificates.
Physical Certificates................ Class P, Class X and Class R
Certificates.
Private Certificates................. Class A-1A, Class B-4, Class P,
Class X
and Class R Certificates.
Rating Agencies...................... Moody's, Fitch, Standard &
Poor's and
DBRS.
Regular Certificates................. All Classes of Certificates other
than
the Class P and Class R Certificates.
Residual Certificates................ Class R Certificates.
Subordinated Certificates............ Class M and Class B
Certificates.
-25-
<PAGE>
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the following
meanings:
Accepted Servicing Practices: With respect to any Mortgage
Loan,
those mortgage servicing practices set forth in Section 3.01(a) of
this
Agreement.
Account: Any of the Collection Account, the Distribution
Account,
any Escrow Account, the Swap Account or the Excess Reserve Fund
Account. Each
Account shall be an Eligible Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of LIBOR Certificates, the
amount of
interest accrued during the related Interest Accrual Period at the
applicable
Pass-Through Rate on the related Class Certificate Balance
immediately prior to
such Distribution Date, as reduced by such Class' share of Net
Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution
Date allocated to such Class pursuant to Section 4.02.
Additional Form 10-D Disclosure: As defined in Section 8.12(b).
Additional Form 10-K Disclosure: As defined in Section 8.12(c).
Adjustable Rate Mortgage Loan: An adjustable rate Mortgage
Loan.
Adjusted Net Mortgage Rate: As to each Mortgage Loan and at any
time, the per annum rate equal to the Mortgage Rate less the
Expense Fee Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first
Due Date on which the related Mortgage Rate adjusts as set forth in
the related
Mortgage Note and each Due Date thereafter on which the Mortgage
Rate adjusts as
set forth in the related Mortgage Note.
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: A financing or other facility as described in
Section 10.11.
Advancing Person: The Person to whom the Servicer's rights
under
this Agreement to be reimbursed for any P&I Advances or
Servicing Advances have
been assigned pursuant to Section 10.11.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with such first Person. For
the purposes
of this definition, "control" means the power to direct the
management and
policies of such Person, directly or indirectly, whether through
the ownership
of voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
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Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Amount Held for Future Distribution: As to the Certificates on
any
Distribution Date, the aggregate amount held in the Collection
Account at the
close of business on the related Determination Date on account of
(i) Principal
Prepayments, Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds and
Subsequent Recoveries on the Mortgage Loans received after the end
of the
related Prepayment Period and (ii) all Scheduled Payments on the
Mortgage Loans
due after the end of the related Due Period.
Analytics Company: Intex Solutions, Inc., or any other bond
analytics service provider identified to the Securities
Administrator by the
Depositor.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate Class Certificate
Balance of the
LIBOR Certificates after distributions of principal on such
Distribution Date
exceeds the aggregate Stated Principal Balance of the Mortgage
Loans for such
Distribution Date.
Appraised Value: The value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the
value of the
Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in recordable form (other than
the assignee's
name and recording information not yet returned from the recording
office),
reflecting the sale of the Mortgage to the Trustee.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans, to the extent received by the Securities
Administrator (x) the
sum of (i) all scheduled installments of interest (net of the
related Expense
Fees) and principal due on the Due Date on such Mortgage Loans in
the related
Due Period and received by the Servicer on or prior to the related
Determination
Date, together with any P&I Advances in respect thereof; (ii)
all Condemnation
Proceeds, Insurance Proceeds, Liquidation Proceeds and Subsequent
Recoveries
received by the Servicer during the related Prepayment Period (in
each case, net
of unreimbursed expenses incurred in connection with a liquidation
or
foreclosure and unreimbursed Advances, if any); (iii) all partial
or full
prepayments on the Mortgage Loans received by the Servicer during
the related
Prepayment Period together with all Compensating Interest paid by
the Servicer
in connection therewith (excluding any Prepayment Charges); (iv)
all
Substitution Adjustment Amounts with respect to substitutions of
Mortgage Loans
that occur on or prior to the related Determination Date; (v) all
amounts
received with respect to such Distribution Date as the Repurchase
Price in
respect of a Mortgage Loan repurchased on or prior to the related
Determination
Date; and (vi) the proceeds with respect to the termination of the
Trust Fund
pursuant to clause (a) of Section 9.01; reduced by (y) amounts in
reimbursement
for Advances previously made with respect to the Mortgage Loans and
other
amounts as to which the Servicer, the Depositor or the Trustee are
entitled to
be paid or reimbursed pursuant to this Agreement.
Balloon Loan: Any Mortgage Loan that requires only payments of
interest until the stated maturity date of the Mortgage Loan or
Scheduled
Payments of principal (not including
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the payment due on its stated maturity date) that are based on an
amortization
schedule that would be insufficient to fully amortize the principal
thereof by
the stated maturity date of the Mortgage Loan.
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance
Amount for such
Distribution Date over (ii) the Excess Subordinated Amount, if any,
for such
Distribution Date.
Basis Risk Carry Forward Amount: With respect to each Class of
LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on
such
Distribution Date the Pass-Through Rate for any Class of LIBOR
Certificates is
based upon a Group Loan Cap or the Pool Cap, as applicable, the
excess of (i)
the Accrued Certificate Interest Distribution Amount such Class of
Certificates
would otherwise be entitled to receive on such Distribution Date
had such rate
been calculated as the sum of LIBOR and the applicable Pass-Through
Margin on
such Class of Certificates for such Distribution Date, over (ii)
the Accrued
Certificate Interest Distribution Amount payable on such Class of
Certificates
at, with respect to the Class A-1A and Class A-1B Certificates, the
Group I Loan
Cap, with respect to the Class A-2A, Class A-2B and Class A-2C
Certificates, the
Group II Loan Cap, and with respect to each other Class of LIBOR
Certificates,
the Pool Cap, as applicable, for such Distribution Date and (B) the
portion of
any such excess described in clause (A) for such Class of
Certificates from all
previous Distribution Dates not previously paid, together with
interest thereon
at a rate equal to the sum of LIBOR and the applicable Pass-Through
Margin for
such Class of Certificates for such Distribution Date.
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the Basis Risk Carry Forward
Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior
to any
reduction for amounts paid from the Excess Reserve Fund Account to
pay any Basis
Risk Carry Forward Amount or any Swap Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan institutions, in (a) the
State of New
York, ________, ________ or ________, (b) the State in which the
Servicer's
servicing operations are located, or (c) any State in which the
Corporate Trust
Office is located, are authorized or obligated by law or executive
order to be
closed.
Cap Agreements: The Class M Cap Agreement and the Class B Cap
Agreement.
Cap Provider: ___________, a ___________, and its successors in
interest.
Certificate: Any one of the Certificates executed by the
Securities
Administrator in substantially the forms attached hereto as
exhibits.
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<PAGE>
Certificate Balance: With respect to any Class of Certificates,
other than the Class X, Class P or Class R Certificates, at any
date, the
maximum dollar amount of principal to which the Holder thereof is
then entitled
hereunder, such amount being equal to the Denomination thereof
minus all
distributions of principal previously made with respect thereto and
in the case
of any Certificates, reduced by any Applied Realized Loss Amounts
allocated to
such Class of Certificates pursuant to Section 4.05; provided,
however, that
immediately following the Distribution Date on which a Subsequent
Recovery is
distributed, the Class Certificate Balances of any Class or Classes
of
Certificates that have been previously reduced by Applied Realized
Loss Amounts
will be increased, in order of seniority, by the amount of the
Subsequent
Recovery distributed on such Distribution Date (up to the amount of
Unpaid
Realized Loss Amount for such Class or Classes for such
Distribution Date). The
Class P, Class X and Class R Certificates have no Certificate
Balance.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Book-Entry
Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register, except that, solely for
the purpose
of giving any consent pursuant to this Agreement, any Certificate
registered in
the name of the Depositor or any Affiliate of the Depositor shall
be deemed not
to be Outstanding and the Percentage Interest evidenced thereby
shall not be
taken into account in determining whether the requisite amount of
Percentage
Interests necessary to effect such consent has been obtained;
provided, however,
that if any such Person (including the Depositor) owns 100% of the
Percentage
Interests evidenced by a Class of Certificates, such Certificates
shall be
deemed to be Outstanding for purposes of any provision hereof that
requires the
consent of the Holders of Certificates of a particular Class as a
condition to
the taking of any action hereunder. The Securities Administrator is
entitled to
rely conclusively on a certification of the Depositor or any
Affiliate of the
Depositor in determining which Certificates are registered in the
name of an
Affiliate of the Depositor.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificate Group: The Group I Class A Certificates or
the
Group II Class A Certificates, as applicable.
Class A Certificates: As specified in the Preliminary
Statement.
Class A Principal Allocation Percentage: With respect to any
Distribution Date, the percentage equivalent of a fraction,
determined as
follows: (A) with respect to the Group I Class A Certificates, a
fraction, the
numerator of which is (x) the portion of the Principal Remittance
Amount for
such Distribution Date that is attributable to the principal
received or
advanced on the Group I Mortgage Loans and the denominator of which
is (y) the
Principal Remittance Amount for such Distribution Date; and (B)
with respect to
the Group II Class A Certificates, a fraction, the numerator of
which is (x) the
portion of the Principal Remittance Amount for such Distribution
Date that is
attributable to the principal received or advanced on
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<PAGE>
the Group II Mortgage Loans and the denominator of which is (y) the
Principal
Remittance Amount for such Distribution Date.
Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class
Certificate Balances of
the Class A Certificates immediately prior to such Distribution
Date over (ii)
the lesser of (A) __% 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
$______.
Class A-1A Certificates: All Certificates bearing the class
designation of "Class A-1A".
Class A-1B Certificates: All Certificates bearing the class
designation of "Class A-1B".
Class A-2B Certificates: All Certificates bearing the class
designation of "Class A-2B".
Class A-2C Certificates: All Certificates bearing the class
designation of "Class A-2C".
Class B Cap Agreement: The interest rate cap agreement, dated
___________, 200___, between the Cap Provider and the Securities
Administrator,
relating to the Class B Certificates, a copy of which is attached
hereto as
Exhibit U.
Class B Certificates: As specified in the Preliminary
Statement.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1".
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date) and (E) the Class Certificate Balance of the
Class B-1
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) _____% 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 $______.
Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2".
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<PAGE>
Class B-2
Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Certificate Balance of the Class
B-1
Certificates (after taking into account the distribution of the
Class B-1
Principal Distribution Amount for such Distribution Date) and (I)
the Class
Certificate Balance of the Class B-2 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) ____% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over $3,608,680.
Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3".
Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Certificate Balance of the Class
B-1
Certificates (after taking into account the distribution of the
Class B-1
Principal Distribution Amount for such Distribution Date), (I) the
Class
Certificate Balance of the Class B-2 Certificates (after taking
into account the
distribution of the Class B-2 Principal Distribution Amount for
such
Distribution Date) and (J) the Class Certificate Balance of the
Class B-3
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) ____% 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 $______.
Class B-4 Principal Distribution Amount: With respect to any
Distribution Date is the excess of (i) the sum of (a) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for that
Distribution
Date), (b) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for that Distribution Date), (c) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for that Distribution Date), (d)
the Class
Certificate Balance of the Class M-3
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<PAGE>
Certificates (after taking into account the distribution of the
Class M-3
Principal Distribution Amount for that Distribution Date), (e) the
Class
Certificate Balance of the Class B-1 Certificates (after taking
into account the
distribution of the Class B-1 Principal Distribution Amount for
that
Distribution Date), (f) the Class Certificate Balance of the Class
B-2
Certificates (after taking into account the distribution of the
Class B-2
Principal Distribution Amount for that Distribution Date), (g) the
Class
Certificate Balance of the Class B-3 Certificates (after taking
into account the
distribution of the Class B-3 Principal Distribution Amount for
that
Distribution Date) and (h) Class Certificate Balance of the Class
B-4
Certificates immediately prior to that Distribution Date over (ii)
the lesser of
(a) approximately ______% of the aggregate Stated Principal Balance
of the
mortgage loans for that Distribution Date and (b) the excess, if
any, of the
aggregate Stated Principal Balance of the mortgage loans for that
Distribution
Date over $______.
Class Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the Certificate Balances of
all
Certificates of such Class as of such date.
Class IO Interest: As specified in the Preliminary Statement.
Class IO Shortfalls: As defined in Section 8.13. For the
avoidance
of doubt, the Class IO Shortfall for any Distribution Date shall
equal the
amount payable to the Class X Certificates in respect of amounts
due to the Swap
Provider on such Distribution Date (other than Defaulted Swap
Termination
Payments) in excess of the amount payable on the Class X Interest
(prior to
reduction for any Basis Risk Payment or Swap Termination Payments)
on such
Distribution Date, all as further provided in Section 8.13.
Class LT-R Interest: The sole class of "residual interest" in
the
Lower Tier REMIC evidenced by the Class R Certificates.
Class M Cap Agreement: The interest rate cap agreement, dated
_______, 200___, between the Cap Provider and the Securities
Administrator,
relating to the Class M Certificates, a copy of which is attached
hereto as
Exhibit T.
Class M Certificates:
As specified in the Preliminary Statement.
Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1".
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), and (B) the Class Certificate Balance of the Class M-1
Certificates
immediately prior to such Distribution Date over (ii) the lesser of
(A)
________% 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 $______.
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Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2".
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date) and (C) the Class Certificate
Balance of the
Class M-2 Certificates immediately prior to such Distribution Date
over (ii) the
lesser of (A) ________% 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 $______.
Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3".
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date) and
(D) the Class
Certificate Balance of the Class M-3 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) ______% 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 $______.
Class P Certificates: All Certificates bearing the class
designation
of "Class P".
Class PT1-R Interest: The residual interest in Pooling-Tier
REMIC-1
as described in the Preliminary Statement and the related footnote
thereto.
Class PT2-R Interest: The residual interest in Pooling-Tier
REMIC-2
as described in the Preliminary Statement and the related footnote
thereto.
Class R Certificates: All Certificates bearing the class
designation
of "Class R".
Class UT-R Interest: The sole class of "residual interest" in
the
Upper Tier REMIC evidenced by the Class R Certificate.
Class X Certificates: All Certificates bearing the class
designation
of "Class X".
Class X Distributable Amount: On any Distribution Date, the sum
of
(i) as a distribution in respect of interest, the amount of
interest that has
accrued on the Class X Interest (as set forth in the Preliminary
Statement) and
not applied as an Extra Principal Distribution
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<PAGE>
Amount on such Distribution Date, plus any such accrued interest
remaining
undistributed from prior Distribution Dates, plus (without
duplication) (ii) as
a distribution in respect of principal, any portion of the
principal balance of
the Class X Interest which is distributable as a Subordination
Reduction Amount,
minus (iii) any amounts paid from the Excess Reserve Fund Account
to pay any
Basis Risk Carry Forward Amount or any Swap Termination
Payment.
Class X Interest: The Upper Tier REMIC Regular Interest
represented by the Class X Certificates as specified and described
in the
Preliminary Statement and the related footnote thereto.
Closing Date: ________, 200_.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: As defined in Section 3.10(a).
Combined Loan-to-Value Ratio or CLTV: As of any date and as to
any
Second-Lien Mortgage Loan, the ratio (expressed as a percentage) of
the (a) sum
of (i) the outstanding principal balance of the Second-Lien
Mortgage Loan and
(ii) the outstanding principal balance as of such date of any
mortgage loan or
mortgage loans that are senior or equal in priority to the
Second-Lien Mortgage
Loan and which are secured by the same Mortgaged Property to (b)
(i) in the case
of a purchase, the lesser of (A) the sale price of the Mortgaged
Property and
(B) the lesser of (y) its appraised value at the time of sale or
(z) the
appraised value determined by a review appraisal conducted by the
Responsible
Party, or (ii) in the case of a refinancing or modification, the
lesser of (A)
the appraised value of the Mortgaged property at the time of the
refinancing or
modification or (B) the appraised value determined by a review
appraisal
conducted by the Responsible Party.
Commission: The United States Securities and Exchange
Commission.
Compensating Interest: For any Distribution Date, the lesser of
(a)
the amount, if any, by which the Prepayment Interest Shortfall, if
any, for such
Distribution Date, with respect to voluntary Principal Prepayments
(excluding
any payments made upon liquidation of any Mortgage Loan) exceeds
all Prepayment
Interest Excesses for such Distribution Date, and (b) the amount of
the
Servicing Fee payable to the Servicer for such Distribution
Date.
Condemnation Proceeds: All awards or settlements in respect of
a
Mortgaged Property, whether permanent or temporary, partial or
entire, by
exercise of the power of eminent domain or condemnation.
Convertible Mortgage Loan: Any individual Adjustable Rate
Mortgage
Loan purchased pursuant to this Agreement which contains a
provision whereby the
Mortgagor is permitted to convert the Adjustable Rate Mortgage Loan
to a Fixed
Rate Mortgage Loan in accordance with the terms of the related
Mortgage Note.
Corporate Trust Office: (i) When used with respect to the
Trustee,
the designated office of the Trustee at which at any particular
time its
corporate trust business with respect to
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