EXHIBIT 4
GS MORTGAGE SECURITIES CORP.,
Depositor,
FREMONT INVESTMENT & LOAN,
Servicer and Responsible Party,
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee,
and
WELLS FARGO BANK, N.A.,
Master Servicer and Securities Administrator
--------------------------------------------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2006
--------------------------------------------------------------------------
GSAMP TRUST 2006-FM3
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-FM3
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01
Definitions.................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01
Conveyance of Mortgage Loans................................
Section 2.02
Acceptance by the Trustee of the Mortgage Loans.............
Section 2.03
Representations, Warranties and Covenants of the
Responsible Party, the Servicer and the Depositor........
Section 2.04
Execution and Delivery of Certificates......................
Section 2.05
REMIC Matters...............................................
Section 2.06
Representations and Warranties of the Depositor.............
Section 2.07
Enforcement of Obligations for Breach of Mortgage Loan
Representations..........................................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01
Servicer to Service Mortgage Loans..........................
Section 3.02
Subservicing Agreements between the Servicer and
Subservicers.............................................
Section 3.03
Successor Subservicers......................................
Section 3.04
Liability of the Servicer...................................
Section 3.05 No
Contractual Relationship between Subservicers, the
Trustee and the Master Servicer..........................
Section 3.06
Assumption or Termination of Subservicing Agreements by
Master Servicer..........................................
Section 3.07
Collection of Certain Mortgage Loan Payments................
Section 3.08
Subservicing Accounts.......................................
Section 3.09
Collection of Taxes, Assessments and Similar Items;
Escrow Accounts..........................................
Section 3.10
Collection Account..........................................
Section 3.11
Withdrawals from the Collection Account.....................
Section 3.12
Investment of Funds in the Collection Account and the
Distribution Account.....................................
Section 3.13
Maintenance of Hazard Insurance, Errors and Omissions
and Fidelity Coverage....................................
Section 3.14
Enforcement of Due-on-Sale Clauses; Assumption Agreements...
Section 3.15
Realization upon Defaulted Mortgage Loans...................
Section 3.16
Release of Mortgage Files...................................
Section 3.17
Title, Conservation and Disposition of REO Property.........
Section 3.18
Notification of Adjustments.................................
Section 3.19
Access to Certain Documentation and Information
Regarding the Mortgage Loans.............................
Section 3.20
Documents, Records and Funds in Possession of the
Servicer to Be Held for the Securities Administrator
for the Benefit of the Trustee...........................
Section 3.21
Servicing Compensation......................................
Section 3.22
Annual Statement as to Compliance...........................
Section 3.23
Annual Reports on Assessment of Compliance with
Servicing Criteria; Annual Independent Public
Accountants' Attestation Report..........................
Section 3.24
Master Servicer to Act as Servicer..........................
Section 3.25
Compensating Interest.......................................
Section 3.26
Credit Reporting; Gramm-Leach-Bliley Act....................
Section 3.27
Excess Reserve Fund Account; Distribution Account...........
Section 3.28
Optional Purchase of Delinquent Mortgage Loans..............
Section 3.29
Special Servicing of 60+ Delinquent Mortgage Loans..........
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICER
Section 4.01
Advances....................................................
Section 4.02
Priorities of Distribution..................................
Section 4.03
Monthly Statements to Certificateholders....................
Section 4.04
Certain Matters Relating to the Determination of LIBOR......
Section 4.05
Allocation of Applied Realized Loss Amounts.................
Section 4.06
Supplemental Interest Trust.................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates............................................
Section 5.02
Certificate Register; Registration of Transfer and
Exchange of Certificates.................................
Section 5.03
Mutilated, Destroyed, Lost or Stolen Certificates...........
Section 5.04
Persons Deemed Owners.......................................
Section 5.05
Access to List of Certificateholders' Names and Addresses...
Section 5.06
Maintenance of Office or Agency.............................
ARTICLE VI
THE DEPOSITOR AND THE SERVICERS
Section 6.01
Respective Liabilities of the Depositor and the Servicer....
Section 6.02
Merger or Consolidation of the Depositor or the Servicer....
Section 6.03
Limitation on Liability of the Depositor, the Servicer
and Others...............................................
Section 6.04
Limitation on Resignation of the Servicer...................
Section 6.05
Additional Indemnification by the Servicer; Third Party
Claims...................................................
ARTICLE VII
DEFAULT
Section 7.01
Events of Default...........................................
Section 7.02
Master Servicer to Act; Appointment of Successor Servicer...
Section 7.03
Notification to Certificateholders..........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01
Duties of the Trustee.......................................
Section 8.02
Certain Matters Affecting the Trustee.......................
Section 8.03
Trustee Not Liable for Certificates or Mortgage Loans.......
Section 8.04
Trustee May Own Certificates................................
Section 8.05
Trustee's Fees and Expenses and Indemnification.............
Section 8.06
Eligibility Requirements for the Trustee....................
Section 8.07
Resignation and Removal of the Trustee......................
Section 8.08
Successor Trustee...........................................
Section 8.09
Merger or Consolidation of the Trustee......................
Section 8.10
Appointment of Co-Trustee or Separate Trustee...............
Section 8.11 Tax
Matters.................................................
Section 8.12
Periodic Filings............................................
Section 8.13 Tax
Treatment of Upper-Tier Carry Forward Amounts, Basis
Risk Carry Forward Amounts, the Supplemental Interest
Trust and the Interest Rate Swap Agreement...............
ARTICLE IX
ADMINISTRATION OF THE MORTGAGE LOANS BY THE MASTER SERVICER
Section 9.01
Duties of the Master Servicer; Enforcement of Servicer's
Obligations..............................................
Section 9.02
Maintenance of Fidelity Bond and Errors and Omissions
Insurance................................................
Section 9.03
Representations and Warranties of the Master Servicer.......
Section 9.04
Master Servicer Events of Default...........................
Section 9.05
Waiver of Default...........................................
Section 9.06
Successor to the Master Servicer............................
Section 9.07
Compensation of the Master Servicer.........................
Section 9.08
Merger or Consolidation.....................................
Section 9.09
Resignation of the Master Servicer..........................
Section 9.10
Assignment or Delegation of Duties by the Master Servicer...
Section 9.11
Limitation on Liability of the Master Servicer..............
Section 9.12
Indemnification; Third Party Claims.........................
ARTICLE X
CONCERNING THE SECURITIES ADMINISTRATOR
Section 10.01 Duties
of Securities Administrator..........................
Section 10.02 Certain
Matters Affecting the Securities Administrator......
Section 10.03
Securities Administrator Not Liable for Certificates or
Mortgage Loans...........................................
Section 10.04
Securities Administrator May Own Certificates...............
Section 10.05
Securities Administrator's Fees and Expenses................
Section 10.06
Eligibility Requirements for Securities Administrator.......
Section 10.07
Resignation and Removal of Securities Administrator.........
Section 10.08
Successor Securities Administrator..........................
Section 10.09 Merger
or Consolidation of Securities Administrator.........
Section 10.10
Assignment or Delegation of Duties by the Securities
Administrator............................................
ARTICLE XI
TERMINATION
Section 11.01
Termination upon Liquidation or Purchase of the Mortgage
Loans....................................................
Section 11.02 Final
Distribution on the Certificates......................
Section 11.03
Additional Termination Requirements.........................
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01
Amendment...................................................
Section 12.02
Recordation of Agreement; Counterparts......................
Section 12.03
Governing Law...............................................
Section 12.04
Intention of Parties........................................
Section 12.05
Notices.....................................................
Section 12.06
Severability of Provisions..................................
Section 12.07
Assignment; Sales; Advance Facilities.......................
Section 12.08
Limitation on Rights of Certificateholders..................
Section 12.09
Inspection and Audit Rights.................................
Section 12.10
Certificates Nonassessable and Fully Paid...................
Section 12.11 Waiver
of Jury Trial........................................
Section 12.12
Limitation of Damages.......................................
Section 12.13 Rights
of Third Parties.....................................
Section 12.14 No
Solicitation.............................................
Section 12.15
Regulation AB Compliance; Intent of the Parties;
Reasonableness...........................................
SCHEDULES
Schedule I Mortgage Loan
Schedule
Schedule II Representations and
Warranties of the Servicer
Schedule III
Representations and Warranties of the Responsible Party as to
the
Individual Mortgage Loans
Schedule IV Representations and
Warranties of the Responsible Party
EXHIBITS
Exhibit A-1 Form of Class A, Class
M and Class B Certificates
Exhibit B Form of
Class P Certificate
Exhibit C Form of
Class C Certificate
Exhibit D-1 Form of Class R
Certificate
Exhibit D-2 Form of Class RC
Certificate
Exhibit D-3 Form of Class RX
Certificate
Exhibit E Form of
Class X Certificate
Exhibit F Form of
Initial Certification of the Trustee
Exhibit G Form of
Document Certification and Exception Report of the
Trustee
Exhibit H Form of
Residual Transfer Affidavit
Exhibit I Form of
Transferor Certificate
Exhibit J Form of
Rule 144A Letter
Exhibit K Form of
Investment Letter (Non-Rule 144A)
Exhibit L Form of
Request for Release
Exhibit M Contents
of Each Mortgage File
Exhibit N
Representations and Warranties Agreement
Exhibit O Form of
Certification to be provided with Form 10-K
Exhibit P Form of
Securities Administrator Certification to be provided to
Depositor
Exhibit Q-1 Form of Servicer
Certification to be provided to Depositor
Exhibit Q-2 Form of Subservicer
Certification to be provided to Depositor
Exhibit Q-3 Form of Master
Servicer Certification to be provided to Depositor
Exhibit R Form of
Power of Attorney
Exhibit S Form of
Limited Power of Attorney
Exhibit T Servicing
Criteria
Exhibit U Additional
Form 10-D Disclosure
Exhibit V Additional
Form 10-K Disclosure
Exhibit W Form 8-K
Disclosure Information
Exhibit X Interest
Rate Swap Agreement
Exhibit Y Form of
Servicer Remittance Report
Exhibit Z Form of
Monthly Defaulted Loan Report
Exhibit AA Form of Realized
Loss Report
Exhibit BB Purchase
Agreement
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of December 1,
2006,
among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the
"Depositor"),
FREMONT INVESTMENT & LOAN, a California corporation, as
servicer (in such
capacity, the "Servicer") and as responsible party (in such
capacity, the
"Responsible Party"), DEUTSCHE BANK NATIONAL TRUST COMPANY, a
national banking
association, as trustee (the "Trustee") and WELLS FARGO BANK, N.A.,
as
securities administrator (in such capacity, the "Securities
Administrator") and
as master servicer (in such capacity, the "Master Servicer").
W I T N E S S E T H:
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Securities Administrator shall elect that five segregated
asset
pools within the Trust Fund (exclusive of (i) the Prepayment
Premiums, (ii) the
Interest Rate Swap Agreement, (iii) the Supplemental Interest
Trust, (iv) the
Excess Reserve Fund Account and (v) the right of the LIBOR
Certificates to
receive Upper-Tier Carry Forward Amounts and, without duplication,
Basis Risk
Carry Forward Amounts and the obligation to pay Class IO
Shortfalls) be treated
for federal income tax purposes as comprising five REMICs (each, a
"Trust REMIC"
or, in the alternative, Pooling-Tier REMIC-1, Pooling-Tier REMIC-2,
the
Lower-Tier REMIC, the Upper-Tier REMIC and the Class X REMIC,
respectively). The
Class X Interest, Class IO Interest and each Class of LIBOR
Certificates (other
than the right of each Class of LIBOR Certificates to receive (i)
Basis Risk
Carry Forward Amounts and, without duplication, Upper-Tier Carry
Forward Amounts
and (ii) the obligation to pay Class IO Shortfalls) represents
ownership of a
regular interest in a REMIC for purposes of the REMIC
Provisions.
The Class RX Certificates represent ownership of the sole class
of
residual interest in the Class X REMIC for purposes of the REMIC
Provisions. The
Class RC Certificates represent ownership of the sole class of
residual interest
in Pooling-Tier REMIC-1 for purposes of the REMIC Provisions. The
Class R
Certificates represent ownership of the sole class of residual
interest in each
of Pooling-Tier REMIC-2, the Lower-Tier REMIC and the Upper-Tier
REMIC for
purposes of the REMIC Provisions. The Start-up Day for each Trust
REMIC is the
Closing Date. The latest possible maturity date for each regular
interest is the
latest date referenced in Section 2.05.
The Class X REMIC shall hold as assets the Class UT-X Interest,
the
Class UT-IO Interest and the Class UT-3 Interest as set out below.
The
Upper-Tier REMIC shall hold as assets the several classes of
uncertificated
Lower-Tier Regular Interests, set out below. The Lower-Tier REMIC
shall hold as
assets the several classes of uncertificated Pooling-Tier REMIC-2
Regular
Interests. Pooling-Tier REMIC-2 shall hold as assets the several
classes of
uncertificated Pooling-Tier REMIC-1 Regular Interests. Pooling-Tier
REMIC-1
shall hold as assets the assets of the Trust Fund (exclusive of (i)
the
Prepayment Premiums, (ii) the Interest Rate Swap Agreement, (iii)
the
Supplemental Interest Trust, (iv) the Excess Reserve Fund Account
and (v) the
right of the LIBOR Certificates to receive Basis Risk Carry Forward
Amounts and,
without duplication, Upper-Tier Carry Forward Amounts and the
obligation to pay
Class IO Shortfalls). Each such Lower Tier Regular Interest is
hereby designated
as a regular interest in the Lower Tier REMIC. The Class LT-A-1,
Class LT-A-2A,
Class LT-A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-M-1, Class
LT-M-2, Class
LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-M-7,
Class LT-M-8,
Class LT-M-9, Class LT-B-1 and Class LT-B-2 Interests are hereby
designated the
LT-Accretion Directed Classes (the "LT-Accretion Directed
Classes").
The Class X REMIC shall hold as assets the Class UT-X Interest,
the
Class UT-IO Interest and the Class UT-3 Interest issued by the
Upper-Tier REMIC,
the Class X Interest and the Class IO Interest shall represent the
regular
interests issued by the Class X REMIC and the Class RX Interest
shall represent
the sole class residual interest in the Class X REMIC. The Class X
Certificates
shall represent beneficial ownership of the Class X Interest, the
Class IO
Interest, the Interest Rate Swap Agreement, the Supplemental
Interest Trust, the
Excess Reserve Fund Account and the right to receive Class IO
Shortfalls,
subject to the obligation to pay Basis Risk Carry Forward Amounts
and, without
duplication, Upper-Tier Carry Forward Amounts to the LIBOR
Certificates.
For federal income tax purposes, each Class of LIBOR
Certificates,
the Class X Certificates, and the Class P Certificates represent
beneficial
ownership of portions of the Trust Fund, which shall be treated as
a grantor
trust as more fully described in Section 8.11.
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such interest is hereby designated
as a regular
interest in the Pooling-Tier REMIC-1. Pooling-Tier REMIC-1
Interests with an "I"
in their designation shall relate to Loan Group I and Pooling Tier
REMIC-1
Interests with a "II" in their designation shall relate to Loan
Group II.
Pooling-Tier REMIC-1 shall also issue the Class RC Certificates.
The Class RC
Certificates are hereby designated as the sole class of residual
interest in
Pooling-Tier REMIC-1. The Class RC Certificates shall have a $100
Class
Certificate Balance and shall have no interest rate.
Initial
Pooling-Tier
Pooling-Tier
Pooling-Tier REMIC-1
REMIC-1 Principal
REMIC-1 Interest
Interest Rate
Amount
---------------------
--------------------
-----------------
Class PT1-I-1
(1)
$5,812,590.37
Class PT1-I-2A
(2)
$2,074,086.37
Class PT1-I-2B
(3)
$2,074,086.37
Class PT1-I-3A
(2)
$2,543,394.37
Class PT1-I-3B
(3)
$2,543,394.37
Class PT1-I-4A
(2)
$3,008,549.20
Class PT1-I-4B
(3)
$3,008,549.20
Class PT1-I-5A
(2)
$3,465,567.09
Class PT1-I-5B
(3)
$3,465,567.09
Class PT1-I-6A
(2)
$3,910,345.19
Class PT1-I-6B
(3)
$3,910,345.19
Class PT1-I-7A
(2)
$4,338,710.14
Class PT1-I-7B
(3)
$4,338,710.14
Class PT1-I-8A
(2)
$4,746,468.64
Class PT1-I-8B
(3)
$4,746,468.64
Class PT1-I-9A
(2)
$5,129,192.13
Class PT1-I-9B
(3)
$5,129,192.13
Class PT1-I-10A
(2)
$5,482,185.58
Class PT1-I-10B
(3)
$5,482,185.58
Class PT1-I-11A
(2)
$5,785,091.59
Class PT1-I-11B
(3)
$5,785,091.59
Class PT1-I-12A
(2)
$5,519,299.45
Class PT1-I-12B
(3)
$5,519,299.45
Class PT1-I-13A
(2)
$5,264,428.17
Class PT1-I-13B
(3)
$5,264,428.17
Class PT1-I-14A
(2)
$5,021,450.82
Class PT1-I-14B
(3)
$5,021,450.82
Class PT1-I-15A
(2)
$4,789,807.29
Class PT1-I-15B
(3)
$4,789,807.29
Class PT1-I-16A
(2)
$4,568,964.89
Class PT1-I-16B
(3)
$4,568,964.89
Class PT1-I-17A
(2)
$4,358,414.66
Class PT1-I-17B
(3)
$4,358,414.66
Class PT1-I-18A
(2)
$4,157,672.75
Class PT1-I-18B
(3)
$4,157,672.75
Class PT1-I-19A
(2)
$3,966,278.42
Class PT1-I-19B
(3)
$3,966,278.42
Class PT1-I-20A
(2)
$3,783,791.95
Class PT1-I-20B
(3)
$3,783,791.95
Class PT1-I-21A
(2)
$3,611,712.74
Class PT1-I-21B
(3)
$3,611,712.74
Class PT1-I-22A
(2)
$3,453,984.42
Class PT1-I-22B
(3)
$3,453,984.42
Class PT1-I-23A
(2)
$3,347,455.25
Class PT1-I-23B
(3)
$3,347,455.25
Class PT1-I-24A
(2)
$7,783,046.34
Class PT1-I-24B
(3)
$7,783,046.34
Class PT1-I-25A
(2)
$6,733,727.17
Class PT1-I-25B
(3)
$6,733,727.17
Class PT1-I-26A
(2)
$5,802,200.93
Class PT1-I-26B
(3)
$5,802,200.93
Class PT1-I-27A
(2)
$2,509,189.28
Class PT1-I-27B
(3)
$2,509,189.28
Class PT1-I-28A
(2)
$2,369,334.86
Class PT1-I-28B
(3)
$2,369,334.86
Class PT1-I-29A
(2)
$2,242,274.39
Class PT1-I-29B
(3)
$2,242,274.39
Class PT1-I-30A
(2)
$2,122,286.92
Class PT1-I-30B
(3)
$2,122,286.92
Class PT1-I-31A
(2)
$2,008,967.13
Class PT1-I-31B
(3)
$2,008,967.13
Class PT1-I-32A
(2)
$1,901,934.76
Class PT1-I-32B
(3)
$1,901,934.76
Class PT1-I-33A
(2)
$949,130.92
Class PT1-I-33B
(3)
$949,130.92
Class PT1-I-34A
(2)
$808,345.48
Class PT1-I-34B
(3)
$808,345.48
Class PT1-I-35A
(2)
$1,556,914.54
Class PT1-I-35B
(3)
$1,556,914.54
Class PT1-I-36A
(2)
$1,474,670.47
Class PT1-I-36B
(3)
$1,474,670.47
Class PT1-I-37A
(2)
$1,396,995.30
Class PT1-I-37B
(3)
$1,396,995.30
Class PT1-I-38A
(2)
$1,323,587.96
Class PT1-I-38B
(3)
$1,323,587.96
Class PT1-I-39A
(2)
$1,254,203.23
Class PT1-I-39B
(3)
$1,254,203.23
Class PT1-I-40A
(2)
$1,188,613.28
Class PT1-I-40B
(3)
$1,188,613.28
Class PT1-I-41A
(2)
$1,126,604.10
Class PT1-I-41B
(3)
$1,126,604.10
Class PT1-I-42A
(2)
$1,105,608.04
Class PT1-I-42B
(3)
$1,105,608.04
Class PT1-I-43A
(2)
$1,050,344.25
Class PT1-I-43B
(3)
$1,050,344.25
Class PT1-I-44A
(2)
$995,953.10
Class PT1-I-44B
(3)
$995,953.10
Class PT1-I-45A
(2)
$944,508.30
Class PT1-I-45B
(3)
$944,508.30
Class PT1-I-46A
(2)
$895,844.46
Class PT1-I-46B
(3)
$895,844.46
Class PT1-I-47A
(2)
$849,805.53
Class PT1-I-47B
(3)
$849,805.53
Class PT1-I-48A
(2)
$806,245.22
Class PT1-I-48B
(3)
$806,245.22
Class PT1-I-49A
(2)
$765,024.88
Class PT1-I-49B
(3)
$765,024.88
Class PT1-I-50A
(2)
$726,013.72
Class PT1-I-50B
(3)
$726,013.72
Class PT1-I-51A
(2)
$689,089.88
Class PT1-I-51B
(3)
$689,089.88
Class PT1-I-52A
(2)
$654,136.57
Class PT1-I-52B
(3)
$654,136.57
Class PT1-I-53A
(2)
$621,044.25
Class PT1-I-53B
(3)
$621,044.25
Class PT1-I-54A
(2)
$589,710.35
Class PT1-I-54B
(3)
$589,710.35
Class PT1-I-55A
(2)
$560,038.06
Class PT1-I-55B
(3)
$560,038.06
Class PT1-I-56A
(2)
$531,934.82
Class PT1-I-56B
(3)
$531,934.82
Class PT1-I-57A
(2)
$505,314.42
Class PT1-I-57B
(3)
$505,314.42
Class PT1-I-58A
(2)
$480,095.96
Class PT1-I-58B
(3)
$480,095.96
Class PT1-I-59A
(2)
$456,202.80
Class PT1-I-59B
(3)
$456,202.80
Class PT1-I-60A
(2)
$433,740.67
Class PT1-I-60B
(3)
$433,740.67
Class PT1-I-61A
(2)
$8,017,744.09
Class PT1-I-61B
(3)
$8,017,744.09
Class PT1-II-1
(4)
$7,128,449.45
Class PT1-II-2A
(5)
$2,543,576.02
Class PT1-II-2B
(6)
$2,543,576.02
Class PT1-II-3A
(5)
$3,119,116.46
Class PT1-II-3B
(6)
$3,119,116.46
Class PT1-II-4A
(5)
$3,689,563.61
Class PT1-II-4B
(6)
$3,689,563.61
Class PT1-II-5A
(5)
$4,250,031.95
Class PT1-II-5B
(6)
$4,250,031.95
Class PT1-II-6A
(5)
$4,795,489.91
Class PT1-II-6B
(6)
$4,795,489.91
Class PT1-II-7A
(5)
$5,320,819.44
Class PT1-II-7B
(6)
$5,320,819.44
Class PT1-II-8A
(5)
$5,820,878.05
Class PT1-II-8B
(6)
$5,820,878.05
Class PT1-II-9A
(5)
$6,290,234.72
Class PT1-II-9B
(6)
$6,290,234.72
Class PT1-II-10A
(5)
$6,723,131.68
Class PT1-II-10B
(6)
$6,723,131.68
Class PT1-II-11A
(5)
$7,094,603.41
Class PT1-II-11B
(6)
$7,094,603.41
Class PT1-II-12A
(5)
$6,768,646.63
Class PT1-II-12B
(6)
$6,768,646.63
Class PT1-II-13A
(5)
$6,456,082.76
Class PT1-II-13B
(6)
$6,456,082.76
Class PT1-II-14A
(5)
$6,158,105.12
Class PT1-II-14B
(6)
$6,158,105.12
Class PT1-II-15A
(5)
$5,874,026.83
Class PT1-II-15B
(6)
$5,874,026.83
Class PT1-II-16A
(5)
$5,603,194.59
Class PT1-II-16B
(6)
$5,603,194.59
Class PT1-II-17A
(5)
$5,344,984.27
Class PT1-II-17B
(6)
$5,344,984.27
Class PT1-II-18A
(5)
$5,098,802.48
Class PT1-II-18B
(6)
$5,098,802.48
Class PT1-II-19A
(5)
$4,864,084.17
Class PT1-II-19B
(6)
$4,864,084.17
Class PT1-II-20A
(5)
$4,640,290.11
Class PT1-II-20B
(6)
$4,640,290.11
Class PT1-II-21A
(5)
$4,429,259.10
Class PT1-II-21B
(6)
$4,429,259.10
Class PT1-II-22A
(5)
$4,235,827.44
Class PT1-II-22B
(6)
$4,235,827.44
Class PT1-II-23A
(5)
$4,105,184.35
Class PT1-II-23B
(6)
$4,105,184.35
Class PT1-II-24A
(5)
$9,544,814.69
Class PT1-II-24B
(6)
$9,544,814.69
Class PT1-II-25A
(5)
$8,257,971.90
Class PT1-II-25B
(6)
$8,257,971.90
Class PT1-II-26A
(5)
$7,115,585.62
Class PT1-II-26B
(6)
$7,115,585.62
Class PT1-II-27A
(5)
$3,077,168.71
Class PT1-II-27B
(6)
$3,077,168.71
Class PT1-II-28A
(5)
$2,905,656.88
Class PT1-II-28B
(6)
$2,905,656.88
Class PT1-II-29A
(5)
$2,749,835.04
Class PT1-II-29B
(6)
$2,749,835.04
Class PT1-II-30A
(5)
$2,602,687.24
Class PT1-II-30B
(6)
$2,602,687.24
Class PT1-II-31A
(5)
$2,463,716.41
Class PT1-II-31B
(6)
$2,463,716.41
Class PT1-II-32A
(5)
$2,332,456.22
Class PT1-II-32B
(6)
$2,332,456.22
Class PT1-II-33A
(5)
$1,163,975.95
Class PT1-II-33B
(6)
$1,163,975.95
Class PT1-II-34A
(5)
$991,322.36
Class PT1-II-34B
(6)
$991,322.36
Class PT1-II-35A
(5)
$1,909,337.31
Class PT1-II-35B
(6)
$1,909,337.31
Class PT1-II-36A
(5)
$1,808,476.49
Class PT1-II-36B
(6)
$1,808,476.49
Class PT1-II-37A
(5)
$1,713,218.79
Class PT1-II-37B
(6)
$1,713,218.79
Class PT1-II-38A
(5)
$1,623,194.99
Class PT1-II-38B
(6)
$1,623,194.99
Class PT1-II-39A
(5)
$1,538,104.34
Class PT1-II-39B
(6)
$1,538,104.34
Class PT1-II-40A
(5)
$1,457,667.48
Class PT1-II-40B
(6)
$1,457,667.48
Class PT1-II-41A
(5)
$1,381,621.92
Class PT1-II-41B
(6)
$1,381,621.92
Class PT1-II-42A
(5)
$1,355,873.19
Class PT1-II-42B
(6)
$1,355,873.19
Class PT1-II-43A
(5)
$1,288,099.91
Class PT1-II-43B
(6)
$1,288,099.91
Class PT1-II-44A
(5)
$1,221,396.78
Class PT1-II-44B
(6)
$1,221,396.78
Class PT1-II-45A
(5)
$1,158,306.96
Class PT1-II-45B
(6)
$1,158,306.96
Class PT1-II-46A
(5)
$1,098,627.59
Class PT1-II-46B
(6)
$1,098,627.59
Class PT1-II-47A
(5)
$1,042,167.29
Class PT1-II-47B
(6)
$1,042,167.29
Class PT1-II-48A
(5)
$988,746.68
Class PT1-II-48B
(6)
$988,746.68
Class PT1-II-49A
(5)
$938,195.71
Class PT1-II-49B
(6)
$938,195.71
Class PT1-II-50A
(5)
$890,354.00
Class PT1-II-50B
(6)
$890,354.00
Class PT1-II-51A
(5)
$845,072.08
Class PT1-II-51B
(6)
$845,072.08
Class PT1-II-52A
(5)
$802,206.76
Class PT1-II-52B
(6)
$802,206.76
Class PT1-II-53A
(5)
$761,623.66
Class PT1-II-53B
(6)
$761,623.66
Class PT1-II-54A
(5)
$723,197.03
Class PT1-II-54B
(6)
$723,197.03
Class PT1-II-55A
(5)
$686,808.14
Class PT1-II-55B
(6)
$686,808.14
Class PT1-II-56A
(5)
$652,343.45
Class PT1-II-56B
(6)
$652,343.45
Class PT1-II-57A
(5)
$619,697.26
Class PT1-II-57B
(6)
$619,697.26
Class PT1-II-58A
(5)
$588,770.36
Class PT1-II-58B
(6)
$588,770.36
Class PT1-II-59A
(5)
$559,468.75
Class PT1-II-59B
(6)
$559,468.75
Class PT1-II-60A
(5)
$531,922.10
Class PT1-II-60B
(6)
$531,922.10
Class PT1-II-61A
(5)
$9,832,638.55
Class PT1-II-61B
(6)
$9,832,638.55
Class PT1-R
(7)
$
100.00
____________________
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group I WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period)
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 Loan Group I WAC Rate, subject to
a maximum
rate equal to 9.70%.
(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 9.70%.
(4) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group II WAC Rate.
(5) For any
Distribution Date (and the related Interest Accrual Period)
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 Loan Group II WAC Rate, subject
to
a maximum
rate equal to 9.70%.
(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 9.70%.
(7) The Class
PT1-R Interest shall not bear interest.
On each Distribution Date, the Securities Administrator shall
first
pay from the Trust Fund and charge as an expense of Pooling-Tier
REMIC-1 all
expenses of the Trust for such Distribution Date. Such expense,
other than
Servicing Fees and Master Servicing Fees, shall be allocated in the
same manner
as Realized Losses.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans from the related Loan Group for such
Distribution Date shall
be deemed to be distributed to the Pooling-Tier REMIC-1 Regular
Interests at the
rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage Loans
shall be
allocated to the Class RC Certificates (in respect of the Class
PT1-R Interest)
pursuant to Section 4.02(a)(iii) until its Class Certificate
Balance is reduced
to zero, then to the outstanding Pooling-Tier REMIC-1 Regular
Interest relating
to Loan Group I with the lowest numerical denomination until the
Pooling-Tier
REMIC-1 Principal Amount of such interest is reduced to zero,
provided that,
with respect to Pooling-Tier REMIC-1 Regular Interests relating to
Loan Group I
with the same numerical denomination, such Realized Losses and
payments of
principal shall be allocated pro rata between such Pooling-Tier
REMIC-1 Regular
Interests, until the Pooling-Tier REMIC-1 Principal Amount of such
interest is
reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage Loans
shall be
allocated to the outstanding Pooling-Tier REMIC-1 Regular Interest
relating to
Loan Group II with the lowest numerical denomination until the
Pooling-Tier
REMIC-1 Principal Amount of such interest is reduced to zero,
provided that,
with respect to Pooling-Tier REMIC-1 Regular Interests relating to
Loan Group II
with the same numerical denomination, such Realized Losses and
payments of
principal shall be allocated pro rata between such Pooling-Tier
REMIC-1 Regular
Interests until the Pooling-Tier REMIC-1 Principal Amount of such
interest is
reduced to zero.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such interest, other than the Class
PT2-R
Interest, is hereby designated as a regular interest in
Pooling-Tier REMIC-2.
Pooling-Tier REMIC-2 Interests with an "I" in their designation
shall relate to
Loan Group I and Pooling Tier REMIC-2 Interests with a "II" in
their designation
shall relate to Loan Group II. The Class PT2-R Interest is hereby
designated as
the sole class of residual interest in Pooling-Tier REMIC-2 and
shall be
represented by the Class R Certificates.
<TABLE>
<CAPTION>
Pooling-Tier
Corresponding
Corresponding
Pooling-Tier
REMIC-2
Corresponding
Pooling-Tier
Scheduled
REMIC-2
Initial
Pooling-Tier
REMIC-1
Crossover
Pooling-Tier
Interest
Principal
REMIC-2 IO
Regular
Distribution
REMIC-2 Interest
Rate
Amount
Interest
Interest
Date
----------------
------------
-----------
-------------
-------------
-------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1)
$ 5,812,540.37
N/A
N/A
N/A
Class PT2-I-2A
(2)
$ 2,074,086.37 Class
PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3)
$ 2,074,086.37
N/A
N/A
N/A
Class PT2-I-3A
(2)
$ 2,543,394.37 Class
PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3)
$ 2,543,394.37
N/A
N/A
N/A
Class PT2-I-4A
(2)
$ 3,008,549.20 Class
PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3)
$ 3,008,549.20
N/A
N/A
N/A
Class PT2-I-5A
(2)
$ 3,465,567.09 Class
PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3)
$ 3,465,567.09
N/A
N/A
N/A
Class PT2-I-6A
(2)
$ 3,910,345.19 Class
PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3)
$ 3,910,345.19
N/A
N/A
N/A
Class PT2-I-7A
(2)
$ 4,338,710.14 Class
PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3)
$ 4,338,710.14
N/A
N/A
N/A
Class PT2-I-8A
(2)
$ 4,746,468.64 Class
PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3)
$ 4,746,468.64
N/A
N/A
N/A
Class PT2-I-9A
(2)
$ 5,129,192.13 Class
PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3)
$ 5,129,192.13
N/A
N/A
N/A
Class PT2-I-10A
(2)
$ 5,482,185.58 Class
PT2-I-IO-10
N/A
N/A
Class PT2-I-10B
(3)
$ 5,482,185.58
N/A
N/A
N/A
Class PT2-I-11A
(2)
$ 5,785,091.59 Class
PT2-I-IO-11
N/A
N/A
Class PT2-I-11B
(3)
$ 5,785,091.59
N/A
N/A
N/A
Class PT2-I-12A
(2)
$ 5,519,299.45 Class
PT2-I-IO-12
N/A
N/A
Class PT2-I-12B
(3)
$ 5,519,299.45
N/A
N/A
N/A
Class PT2-I-13A
(2)
$ 5,264,428.17 Class
PT2-I-IO-13
N/A
N/A
Class PT2-I-13B
(3)
$ 5,264,428.17
N/A
N/A
N/A
Class PT2-I-14A
(2)
$ 5,021,450.82 Class
PT2-I-IO-14
N/A
N/A
Class PT2-I-14B
(3)
$ 5,021,450.82
N/A
N/A
N/A
Class PT2-I-15A
(2)
$ 4,789,807.29 Class
PT2-I-IO-15
N/A
N/A
Class PT2-I-15B
(3)
$ 4,789,807.29
N/A
N/A
N/A
Class PT2-I-16A
(2)
$ 4,568,964.89 Class
PT2-I-IO-16
N/A
N/A
Class PT2-I-16B
(3)
$ 4,568,964.89
N/A
N/A
N/A
Class PT2-I-17A
(2)
$ 4,358,414.66 Class
PT2-I-IO-17
N/A
N/A
Class PT2-I-17B
(3)
$ 4,358,414.66
N/A
N/A
N/A
Class PT2-I-18A
(2)
$ 4,157,672.75 Class
PT2-I-IO-18
N/A
N/A
Class PT2-I-18B
(3)
$ 4,157,672.75
N/A
N/A
N/A
Class PT2-I-19A
(2)
$ 3,966,278.42 Class
PT2-I-IO-19
N/A
N/A
Class PT2-I-19B
(3)
$ 3,966,278.42
N/A
N/A
N/A
Class PT2-I-20A
(2)
$ 3,783,791.95 Class
PT2-I-IO-20
N/A
N/A
Class PT2-I-20B
(3)
$ 3,783,791.95
N/A
N/A
N/A
Class PT2-I-21A
(2)
$ 3,611,712.74 Class
PT2-I-IO-21
N/A
N/A
Class PT2-I-21B
(3)
$ 3,611,712.74
N/A
N/A
N/A
Class PT2-I-22A
(2)
$ 3,453,984.42 Class
PT2-I-IO-22
N/A
N/A
Class PT2-I-22B
(3)
$ 3,453,984.42
N/A
N/A
N/A
Class PT2-I-23A
(2)
$ 3,347,455.25 Class
PT2-I-IO-23
N/A
N/A
Class PT2-I-23B
(3)
$ 3,347,455.25
N/A
N/A
N/A
Class PT2-I-24A
(2)
$ 7,783,046.34 Class
PT2-I-IO-24
N/A
N/A
Class PT2-I-24B
(3)
$ 7,783,046.34
N/A
N/A
N/A
Class PT2-I-25A
(2)
$ 6,733,727.17 Class
PT2-I-IO-25
N/A
N/A
Class PT2-I-25B
(3)
$ 6,733,727.17
N/A
N/A
N/A
Class PT2-I-26A
(2)
$ 5,802,200.93 Class
PT2-I-IO-26
N/A
N/A
Class PT2-I-26B
(3)
$ 5,802,200.93
N/A
N/A
N/A
Class PT2-I-27A
(2)
$ 2,509,189.28 Class
PT2-I-IO-27
N/A
N/A
Class PT2-I-27B
(3)
$ 2,509,189.28
N/A
N/A
N/A
Class PT2-I-28A
(2)
$ 2,369,334.86 Class
PT2-I-IO-28
N/A
N/A
Class PT2-I-28B
(3)
$ 2,369,334.86
N/A
N/A
N/A
Class PT2-I-29A
(2)
$ 2,242,274.39 Class
PT2-I-IO-29
N/A
N/A
Class PT2-I-29B
(3)
$ 2,242,274.39
N/A
N/A
N/A
Class PT2-I-30A
(2)
$ 2,122,286.92 Class
PT2-I-IO-30
N/A
N/A
Class PT2-I-30B
(3)
$ 2,122,286.92
N/A
N/A
N/A
Class PT2-I-31A
(2)
$ 2,008,967.13 Class
PT2-I-IO-31
N/A
N/A
Class PT2-I-31B
(3)
$ 2,008,967.13
N/A
N/A
N/A
Class PT2-I-32A
(2)
$ 1,901,934.76 Class
PT2-I-IO-32
N/A
N/A
Class PT2-I-32B
(3)
$ 1,901,934.76
N/A
N/A
N/A
Class PT2-I-33A
(2)
$ 949,130.92
Class
PT2-I-IO-33
N/A
N/A
Class PT2-I-33B
(3)
$ 949,130.92
N/A
N/A
N/A
Class PT2-I-34A
(2)
$ 808,345.48
Class
PT2-I-IO-34
N/A
N/A
Class PT2-I-34B
(3)
$ 808,345.48
N/A
N/A
N/A
Class PT2-I-35A
(2)
$ 1,556,914.54 Class
PT2-I-IO-35
N/A
N/A
Class PT2-I-35B
(3)
$ 1,556,914.54
N/A
N/A
N/A
Class PT2-I-36A
(2)
$ 1,474,670.47 Class
PT2-I-IO-36
N/A
N/A
Class PT2-I-36B
(3)
$ 1,474,670.47
N/A
N/A
N/A
Class PT2-I-37A
(2)
$ 1,396,995.30 Class
PT2-I-IO-37
N/A
N/A
Class PT2-I-37B
(3)
$ 1,396,995.30
N/A
N/A
N/A
Class PT2-I-38A
(2)
$ 1,323,587.96 Class
PT2-I-IO-38
N/A
N/A
Class PT2-I-38B
(3)
$ 1,323,587.96
N/A
N/A
N/A
Class PT2-I-39A
(2)
$ 1,254,203.23 Class
PT2-I-IO-39
N/A
N/A
Class PT2-I-39B
(3)
$ 1,254,203.23
N/A
N/A
N/A
Class PT2-I-40A
(2)
$ 1,188,613.28 Class
PT2-I-IO-40
N/A
N/A
Class PT2-I-40B
(3)
$ 1,188,613.28
N/A
N/A
N/A
Class PT2-I-41A
(2)
$ 1,126,604.10 Class
PT2-I-IO-41
N/A
N/A
Class PT2-I-41B
(3)
$ 1,126,604.10
N/A
N/A
N/A
Class PT2-I-42A
(2)
$ 1,105,608.04 Class
PT2-I-IO-42
N/A
N/A
Class PT2-I-42B
(3)
$ 1,105,608.04
N/A
N/A
N/A
Class PT2-I-43A
(2)
$ 1,050,344.25 Class
PT2-I-IO-43
N/A
N/A
Class PT2-I-43B
(3)
$
1,050,344.25
N/A
N/A
N/A
Class PT2-I-44A
(2)
$ 995,953.10
Class
PT2-I-IO-44
N/A
N/A
Class PT2-I-44B
(3)
$
995,953.10
N/A
N/A
N/A
Class PT2-I-45A
(2)
$ 944,508.30
Class
PT2-I-IO-45
N/A
N/A
Class PT2-I-45B
(3)
$ 944,508.30
N/A
N/A
N/A
Class PT2-I-46A
(2)
$ 895,844.46
Class
PT2-I-IO-46
N/A
N/A
Class PT2-I-46B
(3)
$ 895,844.46
N/A
N/A
N/A
Class PT2-I-47A
(2)
$ 849,805.53
Class
PT2-I-IO-47
N/A
N/A
Class PT2-I-47B
(3)
$ 849,805.53
N/A
N/A
N/A
Class PT2-I-48A
(2)
$ 806,245.22
Class
PT2-I-IO-48
N/A
N/A
Class PT2-I-48B
(3)
$ 806,245.22
N/A
N/A
N/A
Class PT2-I-49A
(2)
$ 765,024.88
Class
PT2-I-IO-49
N/A
N/A
Class PT2-I-49B
(3)
$ 765,024.88
N/A
N/A
N/A
Class PT2-I-50A
(2)
$ 726,013.72
Class
PT2-I-IO-50
N/A
N/A
Class PT2-I-50B
(3)
$ 726,013.72
N/A
N/A
N/A
Class PT2-I-51A
(2)
$ 689,089.88
Class
PT2-I-IO-51
N/A
N/A
Class PT2-I-51B
(3)
$ 689,089.88
N/A
N/A
N/A
Class PT2-I-52A
(2)
$ 654,136.57
Class
PT2-I-IO-52
N/A
N/A
Class PT2-I-52B
(3)
$ 654,136.57
N/A
N/A
N/A
Class PT2-I-53A
(2)
$ 621,044.25
Class
PT2-I-IO-53
N/A
N/A
Class PT2-I-53B
(3)
$ 621,044.25
N/A
N/A
N/A
Class PT2-I-54A
(2)
$ 589,710.35
Class
PT2-I-IO-54
N/A
N/A
Class PT2-I-54B
(3)
$ 589,710.35
N/A
N/A
N/A
Class PT2-I-55A
(2)
$ 560,038.06
Class
PT2-I-IO-55
N/A
N/A
Class PT2-I-55B
(3)
$ 560,038.06
N/A
N/A
N/A
Class PT2-I-56A
(2)
$ 531,934.82
Class
PT2-I-IO-56
N/A
N/A
Class PT2-I-56B
(3)
$ 531,934.82
N/A
N/A
N/A
Class PT2-I-57A
(2)
$ 505,314.42
Class
PT2-I-IO-57
N/A
N/A
Class PT2-I-57B
(3)
$ 505,314.42
N/A
N/A
N/A
Class PT2-I-58A
(2)
$ 480,095.96
Class
PT2-I-IO-58
N/A
N/A
Class PT2-I-58B
(3)
$ 480,095.96
N/A
N/A
N/A
Class PT2-I-59A
(2)
$ 456,202.80
Class
PT2-I-IO-59
N/A
N/A
Class PT2-I-59B
(3)
$ 456,202.80
N/A
N/A
N/A
Class PT2-I-60A
(2)
$ 433,740.67
Class
PT2-I-IO-60
N/A
N/A
Class PT2-I-60B
(3)
$ 433,740.67
N/A
N/A
N/A
Class PT2-I-61A
(2)
$ 8,017,744.09 Class
PT2-I-IO-61
N/A
N/A
Class PT2-I-61B
(3)
$ 8,017,744.09
N/A
N/A
N/A
Class PT2-I-IO-2
(4)
(4)
N/A
Class PT1-I-2A
January 2007
Class PT2-I-IO-3
(4)
(4)
N/A
Class PT1-I-3A
February 2007
Class PT2-I-IO-4
(4)
(4)
N/A
Class PT1-I-4A
March 2007
Class PT2-I-IO-5
(4)
(4)
N/A
Class PT1-I-5A
April 2007
Class PT2-I-IO-6
(4)
(4)
N/A
Class PT1-I-6A
May 2007
Class PT2-I-IO-7
(4)
(4)
N/A
Class PT1-I-7A
June 2007
Class PT2-I-IO-8
(4)
(4)
N/A
Class PT1-I-8A
July 2007
Class PT2-I-IO-9
(4)
(4)
N/A
Class PT1-I-9A
August 2007
Class PT2-I-IO-10
(4)
(4)
N/A
Class PT1-I-10A
September 2007
Class PT2-I-IO-11
(4)
(4)
N/A
Class PT1-I-11A
October 2007
Class PT2-I-IO-12
(4)
(4)
N/A
Class PT1-I-12A
November 2007
Class PT2-I-IO-13
(4)
(4)
N/A
Class PT1-I-13A
December 2007
Class PT2-I-IO-14
(4)
(4)
N/A
Class PT1-I-14A
January 2008
Class PT2-I-IO-15
(4)
(4)
N/A
Class PT1-I-15A
February 2008
Class PT2-I-IO-16
(4)
(4)
N/A
Class PT1-I-16A
March 2008
Class PT2-I-IO-17
(4)
(4)
N/A
Class PT1-I-17A
April 2008
Class PT2-I-IO-18
(4)
(4)
N/A
Class PT1-I-18A
May 2008
Class PT2-I-IO-19
(4)
(4)
N/A
Class PT1-I-19A
June 2008
Class PT2-I-IO-20
(4)
(4)
N/A
Class PT1-I-20A
July 2008
Class PT2-I-IO-21
(4)
(4)
N/A
Class PT1-I-21A
August 2008
Class PT2-I-IO-22
(4)
(4)
N/A
Class PT1-I-22A
September 2008
Class PT2-I-IO-23
(4)
(4)
N/A
Class PT1-I-23A
October 2008
Class PT2-I-IO-24
(4)
(4)
N/A
Class PT1-I-24A
November 2008
Class PT2-I-IO-25
(4)
(4)
N/A
Class PT1-I-25A
December 2008
Class PT2-I-IO-26
(4)
(4)
N/A
Class PT1-I-26A
January 2009
Class PT2-I-IO-27
(4)
(4)
N/A
Class PT1-I-27A
February 2009
Class PT2-I-IO-28
(4)
(4)
N/A
Class PT1-I-28A
March 2009
Class PT2-I-IO-29
(4)
(4)
N/A
Class PT1-I-29A
April 2009
Class PT2-I-IO-30
(4)
(4)
N/A
Class PT1-I-30A
May 2009
Class PT2-I-IO-31
(4)
(4)
N/A
Class PT1-I-31A
June 2009
Class PT2-I-IO-32
(4)
(4)
N/A
Class PT1-I-32A
July 2009
Class PT2-I-IO-33
(4)
(4)
N/A
Class PT1-I-33A
August 2009
Class PT2-I-IO-34
(4)
(4)
N/A
Class PT1-I-34A
September 2009
Class PT2-I-IO-35
(4)
(4)
N/A
Class PT1-I-35A
October 2009
Class PT2-I-IO-36
(4)
(4)
N/A
Class PT1-I-36A
November 2009
Class PT2-I-IO-37
(4)
(4)
N/A
Class PT1-I-37A
December 2009
Class PT2-I-IO-38
(4)
(4)
N/A
Class PT1-I-38A
January 2010
Class PT2-I-IO-39
(4)
(4)
N/A
Class PT1-I-39A
February 2010
Class PT2-I-IO-40
(4)
(4)
N/A
Class PT1-I-40A
March 2010
Class PT2-I-IO-41
(4)
(4)
N/A
Class PT1-I-41A
April 2010
Class PT2-I-IO-42
(4)
(4)
N/A
Class PT1-I-42A
May 2010
Class PT2-I-IO-43
(4)
(4)
N/A
Class PT1-I-43A
June 2010
Class PT2-I-IO-44
(4)
(4)
N/A
Class PT1-I-44A
July 2010
Class PT2-I-IO-45
(4)
(4)
N/A
Class PT1-I-45A
August 2010
Class PT2-I-IO-46
(4)
(4)
N/A
Class PT1-I-46A
September 2010
Class PT2-I-IO-47
(4)
(4)
N/A
Class PT1-I-47A
October 2010
Class PT2-I-IO-48
(4)
(4)
N/A
Class PT1-I-48A
November 2010
Class PT2-I-IO-49
(4)
(4)
N/A
Class PT1-I-49A
December 2010
Class PT2-I-IO-50
(4)
(4)
N/A
Class PT1-I-50A
January 2011
Class PT2-I-IO-51
(4)
(4)
N/A
Class PT1-I-51A
February 2011
Class PT2-I-IO-52
(4)
(4)
N/A
Class PT1-I-52A
March 2011
Class PT2-I-IO-53
(4)
(4)
N/A
Class PT1-I-53A
April 2011
Class PT2-I-IO-54
(4)
(4)
N/A
Class PT1-I-54A
May 2011
Class PT2-I-IO-55
(4)
(4)
N/A
Class PT1-I-55A
June 2011
Class PT2-I-IO-56
(4)
(4)
N/A
Class PT1-I-56A
July 2011
Class PT2-I-IO-57
(4)
(4)
N/A
Class PT1-I-57A
August 2011
Class PT2-I-IO-58
(4)
(4)
N/A
Class PT1-I-58A
September 2011
Class PT2-I-IO-59
(4)
(4)
N/A
Class PT1-I-59A
October 2011
Class PT2-I-IO-60
(4)
(4)
N/A
Class PT1-I-60A
November 2011
Class PT2-I-IO-61
(4)
(4)
N/A
Class PT1-I-61A
December 2011
Class PT2-II-1
(5)
$7,128,449.45
N/A
N/A
N/A
Class PT2-II-2A
(6)
$2,543,576.02
Class PT2-II-IO-2
N/A
N/A
Class PT2-II-2B
(7)
$2,543,576.02
N/A
N/A
N/A
Class PT2-II-3A
(6)
$3,119,116.46
Class PT2-II-IO-3
N/A
N/A
Class PT2-II-3B
(7)
$3,119,116.46
N/A
N/A
N/A
Class PT2-II-4A
(6)
$3,689,563.61
Class PT2-II-IO-4
N/A
N/A
Class PT2-II-4B
(7)
$3,689,563.61
N/A
N/A
N/A
Class PT2-II-5A
(6)
$4,250,031.95
Class PT2-II-IO-5
N/A
N/A
Class PT2-II-5B
(7)
$4,250,031.95
N/A
N/A
N/A
Class PT2-II-6A
(6)
$4,795,489.91
Class PT2-II-IO-6
N/A
N/A
Class PT2-II-6B
(7)
$4,795,489.91
N/A
N/A
N/A
Class PT2-II-7A
(6)
$5,320,819.44
Class PT2-II-IO-7
N/A
N/A
Class PT2-II-7B
(7)
$5,320,819.44
N/A
N/A
N/A
Class PT2-II-8A
(6)
$5,820,878.05
Class PT2-II-IO-8
N/A
N/A
Class PT2-II-8B
(7)
$5,820,878.05
N/A
N/A
N/A
Class PT2-II-9A
(6)
$6,290,234.72
Class PT2-II-IO-9
N/A
N/A
Class PT2-II-9B
(7)
$6,290,234.72
N/A
N/A
N/A
Class PT2-II-10A
(6)
$6,723,131.68
Class PT2-II-IO-10
N/A
N/A
Class PT2-II-10B
(7)
$6,723,131.68
N/A
N/A
N/A
Class PT2-II-11A
(6)
$7,094,603.41
Class PT2-II-IO-11
N/A
N/A
Class PT2-II-11B
(7)
$7,094,603.41
N/A
N/A
N/A
Class PT2-II-12A
(6)
$6,768,646.63
Class PT2-II-IO-12
N/A
N/A
Class PT2-II-12B
(7)
$6,768,646.63
N/A
N/A
N/A
Class PT2-II-13A
(6)
$6,456,082.76
Class PT2-II-IO-13
N/A
N/A
Class PT2-II-13B
(7)
$6,456,082.76
N/A
N/A
N/A
Class PT2-II-14A
(6)
$6,158,105.12
Class PT2-II-IO-14
N/A
N/A
Class PT2-II-14B
(7)
$6,158,105.12
N/A
N/A
N/A
Class PT2-II-15A
(6)
$5,874,026.83
Class PT2-II-IO-15
N/A
N/A
Class PT2-II-15B
(7)
$5,874,026.83
N/A
N/A
N/A
Class PT2-II-16A
(6)
$5,603,194.59
Class PT2-II-IO-16
N/A
N/A
Class PT2-II-16B
(7)
$5,603,194.59
N/A
N/A
N/A
Class PT2-II-17A
(6)
$5,344,984.27
Class PT2-II-IO-17
N/A
N/A
Class PT2-II-17B
(7)
$5,344,984.27
N/A
N/A
N/A
Class PT2-II-18A
(6)
$5,098,802.48
Class PT2-II-IO-18
N/A
N/A
Class PT2-II-18B
(7)
$5,098,802.48
N/A
N/A
N/A
Class PT2-II-19A
(6)
$4,864,084.17
Class PT2-II-IO-19
N/A
N/A
Class PT2-II-19B
(7)
$4,864,084.17
N/A
N/A
N/A
Class PT2-II-20A
(6)
$4,640,290.11
Class PT2-II-IO-20
N/A
N/A
Class PT2-II-20B
(7)
$4,640,290.11
N/A
N/A
N/A
Class PT2-II-21A
(6)
$4,429,259.10
Class PT2-II-IO-21
N/A
N/A
Class PT2-II-21B
(7)
$4,429,259.10
N/A
N/A
N/A
Class PT2-II-22A
(6)
$4,235,827.44
Class PT2-II-IO-22
N/A
N/A
Class PT2-II-22B
(7)
$4,235,827.44
N/A
N/A
N/A
Class PT2-II-23A
(6)
$4,105,184.35
Class PT2-II-IO-23
N/A
N/A
Class PT2-II-23B
(7)
$4,105,184.35
N/A
N/A
N/A
Class PT2-II-24A
(6)
$9,544,814.69
Class PT2-II-IO-24
N/A
N/A
Class PT2-II-24B
(7)
$9,544,814.69
N/A
N/A
N/A
Class PT2-II-25A
(6)
$8,257,971.90
Class PT2-II-IO-25
N/A
N/A
Class PT2-II-25B
(7)
$8,257,971.90
N/A
N/A
N/A
Class PT2-II-26A
(6)
$7,115,585.62
Class PT2-II-IO-26
N/A
N/A
Class PT2-II-26B
(7)
$7,115,585.62
N/A
N/A
N/A
Class PT2-II-27A
(6)
$3,077,168.71
Class PT2-II-IO-27
N/A
N/A
Class PT2-II-27B
(7)
$3,077,168.71
N/A
N/A
N/A
Class PT2-II-28A
(6)
$2,905,656.88
Class PT2-II-IO-28
N/A
N/A
Class PT2-II-28B
(7)
$2,905,656.88
N/A
N/A
N/A
Class PT2-II-29A
(6)
$2,749,835.04
Class PT2-II-IO-29
N/A
N/A
Class PT2-II-29B
(7)
$2,749,835.04
N/A
N/A
N/A
Class PT2-II-30A
(6)
$2,602,687.24
Class PT2-II-IO-30
N/A
N/A
Class PT2-II-30B
(7)
$2,602,687.24
N/A
N/A
N/A
Class PT2-II-31A
(6)
$2,463,716.41
Class PT2-II-IO-31
N/A
N/A
Class PT2-II-31B
(7)
$2,463,716.41
N/A
N/A
N/A
Class PT2-II-32A
(6)
$2,332,456.22
Class PT2-II-IO-32
N/A
N/A
Class PT2-II-32B
(7)
$2,332,456.22
N/A
N/A
N/A
Class PT2-II-33A
(6)
$1,163,975.95
Class PT2-II-IO-33
N/A
N/A
Class PT2-II-33B
(7)
$1,163,975.95
N/A
N/A
N/A
Class PT2-II-34A
(6)
$ 991,322.36
Class
PT2-II-IO-34
N/A
N/A
Class PT2-II-34B
(7)
$ 991,322.36
N/A
N/A
N/A
Class PT2-II-35A
(6)
$1,909,337.31
Class PT2-II-IO-35
N/A
N/A
Class PT2-II-35B
(7)
$1,909,337.31
N/A
N/A
N/A
Class PT2-II-36A
(6)
$1,808,476.49
Class PT2-II-IO-36
N/A
N/A
Class PT2-II-36B
(7)
$1,808,476.49
N/A
N/A
N/A
Class PT2-II-37A
(6)
$1,713,218.79
Class PT2-II-IO-37
N/A
N/A
Class PT2-II-37B
(7)
$1,713,218.79
N/A
N/A
N/A
Class PT2-II-38A
(6)
$1,623,194.99
Class PT2-II-IO-38
N/A
N/A
Class PT2-II-38B
(7)
$1,623,194.99
N/A
N/A
N/A
Class PT2-II-39A
(6)
$1,538,104.34
Class PT2-II-IO-39
N/A
N/A
Class PT2-II-39B
(7)
$1,538,104.34
N/A
N/A
N/A
Class PT2-II-40A
(6)
$1,457,667.48
Class PT2-II-IO-40
N/A
N/A
Class PT2-II-40B
(7)
$1,457,667.48
N/A
N/A
N/A
Class PT2-II-41A
(6)
$1,381,621.92
Class PT2-II-IO-41
N/A
N/A
Class PT2-II-41B
(7)
$1,381,621.92
N/A
N/A
N/A
Class PT2-II-42A
(6)
$1,355,873.19
Class PT2-II-IO-42
N/A
N/A
Class PT2-II-42B
(7)
$1,355,873.19
N/A
N/A
N/A
Class PT2-II-43A
(6)
$1,288,099.91
Class PT2-II-IO-43
N/A
N/A
Class PT2-II-43B
(7)
$1,288,099.91
N/A
N/A
N/A
Class PT2-II-44A
(6)
$1,221,396.78
Class PT2-II-IO-44
N/A
N/A
Class PT2-II-44B
(7)
$1,221,396.78
N/A
N/A
N/A
Class PT2-II-45A
(6)
$1,158,306.96
Class PT2-II-IO-45
N/A
N/A
Class PT2-II-45B
(7)
$1,158,306.96
N/A
N/A
N/A
Class PT2-II-46A
(6)
$1,098,627.59
Class PT2-II-IO-46
N/A
N/A
Class PT2-II-46B
(7)
$1,098,627.59
N/A
N/A
N/A
Class PT2-II-47A
(6)
$1,042,167.29
Class PT2-II-IO-47
N/A
N/A
Class PT2-II-47B
(7)
$1,042,167.29
N/A
N/A
N/A
Class PT2-II-48A
(6)
$ 988,746.68
Class
PT2-II-IO-48
N/A
N/A
Class PT2-II-48B
(7)
$ 988,746.68
N/A
N/A
N/A
Class PT2-II-49A
(6)
$ 938,195.71
Class
PT2-II-IO-49
N/A
N/A
Class PT2-II-49B
(7)
$ 938,195.71
N/A
N/A
N/A
Class PT2-II-50A
(6)
$ 890,354.00
Class
PT2-II-IO-50
N/A
N/A
Class PT2-II-50B
(7)
$ 890,354.00
N/A
N/A
N/A
Class PT2-II-51A
(6)
$ 845,072.08
Class
PT2-II-IO-51
N/A
N/A
Class PT2-II-51B
(7)
$ 845,072.08
N/A
N/A
N/A
Class PT2-II-52A
(6)
$ 802,206.76
Class
PT2-II-IO-52
N/A
N/A
Class PT2-II-52B
(7)
$ 802,206.76
N/A
N/A
N/A
Class PT2-II-53A
(6)
$ 761,623.66
Class
PT2-II-IO-53
N/A
N/A
Class PT2-II-53B
(7)
$ 761,623.66
N/A
N/A
N/A
Class PT2-II-54A
(6)
$ 723,197.03
Class
PT2-II-IO-54
N/A
N/A
Class PT2-II-54B
(7)
$ 723,197.03
N/A
N/A
N/A
Class PT2-II-55A
(6)
$ 686,808.14
Class
PT2-II-IO-55
N/A
N/A
Class PT2-II-55B
(7)
$ 686,808.14
N/A
N/A
N/A
Class PT2-II-56A
(6)
$ 652,343.45
Class
PT2-II-IO-56
N/A
N/A
Class PT2-II-56B
(7)
$ 652,343.45
N/A
N/A
N/A
Class PT2-II-57A
(6)
$ 619,697.26
Class
PT2-II-IO-57
N/A
N/A
Class PT2-II-57B
(7)
$ 619,697.26
N/A
N/A
N/A
Class PT2-II-58A
(6)
$ 588,770.36
Class
PT2-II-IO-58
N/A
N/A
Class PT2-II-58B
(7)
$ 588,770.36
N/A
N/A
N/A
Class PT2-II-59A
(6)
$ 559,468.75
Class
PT2-II-IO-59
N/A
N/A
Class PT2-II-59B
(7)
$ 559,468.75
N/A
N/A
N/A
Class PT2-II-60A
(6)
$ 531,922.10
Class
PT2-II-IO-60
N/A
N/A
Class PT2-II-60B
(7)
$ 531,922.10
N/A
N/A
N/A
Class PT2-II-61A
(6)
$9,832,638.55
Class PT2-II-IO-61
N/A
N/A
Class PT2-II-61B
(7)
$9,832,638.55
N/A
N/A
N/A
Class PT2-II-IO-2
(4)
(4)
N/A
Class PT1-II-2A
January 2007
Class PT2-II-IO-3
(4)
(4)
N/A
Class PT1-II-3A
February 2007
Class PT2-II-IO-4
(4)
(4)
N/A
Class PT1-II-4A
March 2007
Class PT2-II-IO-5
(4)
(4)
N/A
Class PT1-II-5A
April
2007
Class PT2-II-IO-6
(4)
(4)
N/A
Class PT1-II-6A
May 2007
Class PT2-II-IO-7
(4)
(4)
N/A
Class PT1-II-7A
June 2007
Class PT2-II-IO-8
(4)
(4)
N/A
Class PT1-II-8A
July 2007
Class PT2-II-IO-9
(4)
(4)
N/A
Class PT1-II-9A
August 2007
Class PT2-II-IO-10
(4)
(4)
N/A
Class PT1-II-10A
September 2007
Class PT2-II-IO-11
(4)
(4)
N/A
Class PT1-II-11A
October 2007
Class PT2-II-IO-12
(4)
(4)
N/A
Class PT1-II-12A
November 2007
Class PT2-II-IO-13
(4)
(4)
N/A
Class PT1-II-13A
December 2007
Class PT2-II-IO-14
(4)
(4)
N/A
Class PT1-II-14A
January 2008
Class PT2-II-IO-15
(4)
(4)
N/A
Class PT1-II-15A
February 2008
Class PT2-II-IO-16
(4)
(4)
N/A
Class PT1-II-16A
March 2008
Class PT2-II-IO-17
(4)
(4)
N/A
Class PT1-II-17A
April 2008
Class PT2-II-IO-18
(4)
(4)
N/A
Class PT1-II-18A
May 2008
Class PT2-II-IO-19
(4)
(4)
N/A
Class PT1-II-19A
June 2008
Class PT2-II-IO-20
(4)
(4)
N/A
Class PT1-II-20A
July 2008
Class PT2-II-IO-21
(4)
(4)
N/A
Class PT1-II-21A
August 2008
Class PT2-II-IO-22
(4)
(4)
N/A
Class PT1-II-22A
September 2008
Class PT2-II-IO-23
(4)
(4)
N/A
Class PT1-II-23A
October 2008
Class PT2-II-IO-24
(4)
(4)
N/A
Class PT1-II-24A
November 2008
Class PT2-II-IO-25
(4)
(4)
N/A
Class PT1-II-25A
December 2008
Class PT2-II-IO-26
(4)
(4)
N/A
Class PT1-II-26A
January 2009
Class PT2-II-IO-27
(4)
(4)
N/A
Class PT1-II-27A
February 2009
Class PT2-II-IO-28
(4)
(4)
N/A
Class PT1-II-28A
March 2009
Class PT2-II-IO-29
(4)
(4)
N/A
Class PT1-II-29A
April 2009
Class PT2-II-IO-30
(4)
(4)
N/A
Class PT1-II-30A
May 2009
Class PT2-II-IO-31
(4)
(4)
N/A
Class PT1-II-31A
June 2009
Class PT2-II-IO-32
(4)
(4)
N/A
Class PT1-II-32A
July 2009
Class PT2-II-IO-33
(4)
(4)
N/A
Class PT1-II-33A
August 2009
Class PT2-II-IO-34
(4)
(4)
N/A
Class PT1-II-34A
September 2009
Class PT2-II-IO-35
(4)
(4)
N/A
Class PT1-II-35A
October 2009
Class PT2-II-IO-36
(4)
(4)
N/A
Class PT1-II-36A
November 2009
Class PT2-II-IO-37
(4)
(4)
N/A
Class PT1-II-37A
December 2009
Class PT2-II-IO-38
(4)
(4)
N/A
Class PT1-II-38A
January 2010
Class PT2-II-IO-39
(4)
(4)
N/A
Class PT1-II-39A
February 2010
Class PT2-II-IO-40
(4)
(4)
N/A
Class PT1-II-40A
March 2010
Class PT2-II-IO-41
(4)
(4)
N/A
Class PT1-II-41A
April 2010
Class PT2-II-IO-42
(4)
(4)
N/A
Class PT1-II-42A
May 2010
Class PT2-II-IO-43
(4)
(4)
N/A
Class PT1-II-43A
June 2010
Class PT2-II-IO-44
(4)
(4)
N/A
Class PT1-II-44A
July 2010
Class PT2-II-IO-45
(4)
(4)
N/A
Class PT1-II-45A
August 2010
Class PT2-II-IO-46
(4)
(4)
N/A
Class PT1-II-46A September
2010
Class PT2-II-IO-47
(4)
(4)
N/A
Class PT1-II-47A
October 2010
Class PT2-II-IO-48
(4)
(4)
N/A
Class PT1-II-48A
November 2010
Class PT2-II-IO-49
(4)
(4)
N/A
Class PT1-II-49A
December 2010
Class PT2-II-IO-50
(4)
(4)
N/A
Class PT1-II-50A
January 2011
Class PT2-II-IO-51
(4)
(4)
N/A
Class PT1-II-51A
February 2011
Class PT2-II-IO-52
(4)
(4)
N/A
Class
PT1-II-52A
March 2011
Class PT2-II-IO-53
(4)
(4)
N/A
Class PT1-II-53A
April 2011
Class PT2-II-IO-54
(4)
(4)
N/A
Class PT1-II-54A
May 2011
Class PT2-II-IO-55
(4)
(4)
N/A
Class PT1-II-55A
June 2011]
Class PT2-II-IO-56
(4)
(4)
N/A
Class PT1-II-56A
July 2011
Class PT2-II-IO-57
(4)
(4)
N/A
Class PT1-II-57A
August 2011
Class PT2-II-IO-58
(4)
(4)
N/A
Class PT1-II-58A
September 2011
Class PT2-II-IO-59
(4)
(4)
N/A
Class PT1-II-59A
October 2011
Class PT2-II-IO-60
(4)
(4)
N/A
Class PT1-II-60A
November 2011
Class PT2-II-IO-61
(4)
(4)
N/A
Class PT1-II-61A
December 2011
Class PT2-R
(8)
$
50.00
N/A
N/A
N/A
</TABLE>
--------------------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group I WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group I and having an "A" in
their
class designation, provided that, on each Distribution Date on
which
interest
is distributable on the Corresponding Pooling-Tier REMIC-2 IO
Interest,
this Pooling-Tier REMIC-2 Regular Interest shall bear interest
at a per
annum rate equal to Swap LIBOR subject to a maximum rate equal
to
the
weighted average of the Pooling-Tier REMIC-1 Interest Rates on
the
Pooling-Tier REMIC-1 Regular Interests relating to Loan Group I and
having
an "A" in
their class designation.
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group I and having a "B" in
their
class designation.
(4) Each
Pooling-Tier REMIC-2 IO is an interest-only interest and does
not
have a
principal balance but has a notional balance ("Pooling-Tier
REMIC-2
IO
Notional Balance") equal to the Pooling-Tier REMIC-2 Principal
Amount
of the
Corresponding Pooling-Tier REMIC-1 Regular Interest. From the
Closing
Date through and including the Corresponding Actual Crossover
Distribution Date, each Pooling-Tier REMIC-2 IO Interest shall be
entitled
to receive
interest that accrues on the Corresponding Pooling-Tier REMIC-1
Regular
Interest at a rate equal to the excess, if any, of (i) the
Pooling-Tier REMIC-1 Interest Rate for the Corresponding
Pooling-Tier
REMIC-1
Regular Interest over (ii) Swap LIBOR. After the Corresponding
Actual
Crossover Distribution Date, the Pooling-Tier REMIC-2 IO
Interest
shall not
accrue interest.
(5) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group II WAC Rate.
(6) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group II and having an "A"
in
their
class designation, provided that, on each Distribution Date on
which
interest
is distributable on the Corresponding Pooling-Tier REMIC-2 IO
Interest,
this Pooling-Tier REMIC-2 Regular Interest shall bear interest
at a per
annum rate equal to Swap LIBOR subject to a maximum rate equal
to
the
weighted average of the Pooling-Tier REMIC-1 Interest Rates on
the
Pooling-Tier REMIC-1 Regular Interests relating to Loan Group II
and
having an
"A" in their class designation.
(7) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group II and having a "B" in
their
class designation.
(8) The Class PT2-R Interest shall not
bear interest.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans for such Distribution Date shall be distributed
to the
Pooling-Tier REMIC-2 Regular Interests at the Pooling-Tier REMIC-2
Interest
Rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage Loans
shall be
allocated to the Class R Certificates (in respect of the Class
PT2-R Interest)
pursuant to Section 4.02(a)(iii) until its Class Certificate
Balance is reduced
to zero, then to the outstanding Pooling-Tier REMIC-2 Regular
Interests (other
than the Pooling-Tier REMIC-2 IO Interests) relating to Loan Group
I with the
lowest numerical denomination until the Pooling-Tier REMIC-2
Principal Amount of
such interest is reduced to zero, provided that, for Pooling-Tier
REMIC-2
Regular Interests relating to Loan Group I with the same numerical
denomination,
such Realized Losses and payments of principal shall be allocated
pro rata
between such Pooling-Tier REMIC-2 Regular Interests, until the
Pooling-Tier
REMIC-2 Principal Amount of such interest is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage Loans
shall be
allocated to the outstanding Pooling-Tier REMIC-2 Regular Interests
(other than
the Pooling-Tier REMIC-2 IO Interests) relating to Loan Group II
with the lowest
numerical denomination until the Pooling-Tier REMIC-2 Principal
Amount of such
interest is reduced to zero, provided that, for Pooling-Tier
REMIC-2 Regular
Interests relating to Loan Group II with the same numerical
denomination, such
Realized Losses and payments of principal shall be allocated pro
rata between
such Pooling-Tier REMIC-2 Regular Interests, until the Pooling-Tier
REMIC-2
Principal Amount of such interest is reduced to zero.
Lower-Tier REMIC
The Lower-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R Interest, is hereby
designated as a
regular interest in the Lower-Tier REMIC. The Class LT-R Interest
is hereby
designated as the sole class of residual interest in the Lower-Tier
REMIC and
shall be represented by the Class R Certificates.
<TABLE>
<CAPTION>
Corresponding
Lower-Tier
Lower-Tier
Initial Lower-Tier
Upper-Tier REMIC
REMIC Interest
Interest Rate
Principal Amount
Regular Interest
---------------------------- ---------------
----------------------------------------
------------------
<S>
<C>
<C>
<C>
Class LT-A-1
(1)
1/2 initial Class Certificate Balance of
A-1
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-A-2A
(1)
1/2 initial Class Certificate Balance of
A-2A
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-A-2B
(1)
1/2 initial Class Certificate Balance of
A-2B
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-A-2C
(1)
1/2 initial Class Certificate Balance of
A-2C
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-A-2D
(1)
1/2 initial Class Certificate Balance of
A-2D
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-1
(1)
1/2 initial Class Certificate Balance of
M-1
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-2
(1)
1/2 initial Class Certificate Balance of
M-2
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-3
(1)
1/2 initial Class Certificate Balance of
M-3
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-4
(1)
1/2 initial Class Certificate Balance of
M-4
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-5
(1)
1/2 initial Class Certificate Balance of
M-5
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-6
(1)
1/2 initial Class Certificate Balance of
M-6
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-7
(1)
1/2 initial Class Certificate Balance of
M-7
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-8
(1)
1/2 initial Class Certificate Balance of
M-8
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-9
(1)
1/2 initial Class Certificate Balance of
M-9
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-B-1
(1)
1/2 initial Class Certificate Balance of
B-1
Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-B-2
(1)
1/2 initial Class Certificate Balance of
B-2
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-Accrual
(1)
1/2 Pool Principal Balance plus 1/2
N/A
Overcollateralized Amount, less the
Initial Lower-Tier Principal Amounts of
the Class LT-Group I, Class LT-Group II
and Class LT-3 Interests, less $50
Class LT-Group I
(2)
0.001% aggregate Stated Principal Balance
N/A
of Group I Mortgage Loans(4)
Class LT-Group II
(3)
0.001% aggregate Stated Principal Balance
N/A
of Group II Mortgage Loans(4)
Class LT-IO
(5)
(5)
N/A
Class LT-3
(6)
$ 50.00
Class LT-R
(7)
(7)
N/A
</TABLE>
_____________________________
(1) The interest
rate with respect to any Distribution Date for these
interests
is a per annum variable rate equal to the weighted average of
the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling-Tier REMIC-2 IO Interests).
(2) The interest
rate with respect to any Distribution Date for the Class
LT-Group I
Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to Loan Group I.
(3) The interest
rate with respect to any Distribution Date for the Class
LT-Group
II Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to Loan Group II.
(4) For all
Distribution Dates, the Lower-Tier Principal Amount of these
Lower-Tier
Regular Interests shall be rounded to eight decimal places.
(5) This
Lower-Tier Regular Interest is an interest-only interest and does
not
have a
Lower-Tier Principal Amount. On each Distribution Date, this
Lower-Tier
Regular Interest shall be entitled to receive all interest
distributable on the Pooling-Tier REMIC-2 IO Interests.
(6) This
Lower-Tier Regular Interest shall not be entitled to interest
and
shall have
a Lower-Tier Principal Amount at all times equal to the Class
Certificate Balance of the Class RX Certificates.
(7) The Class
LT-R Interest does not have a principal amount or an interest
rate.
Each Lower-Tier Regular Interest is hereby designated as a
regular
interest in the Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2A,
Class
LT-A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-M-1, Class LT-M-2,
Class LT-M-3,
Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-M-7, Class
LT-M-8, Class
LT-M-9, Class LT-B-1 and Class LT-B-2 Interests are hereby
designated the
LT-Accretion Directed Classes (the "LT-Accretion Directed
Classes").
On each Distribution Date, 50% of the increase in the
Overcollateralized Amount shall be payable as a reduction of the
Lower-Tier
Principal Amount of the LT-Accretion Directed Classes (each such
Class will be
reduced by an amount equal to 50% of any increase in the
Overcollateralized
Amount that is attributable to a reduction in the Class Certificate
Balance of
its Corresponding Class) and shall be accrued and added to the
Lower-Tier
Principal Amount of the Class LT-Accrual Interest. On each
Distribution Date,
the increase in the Lower-Tier Principal Amount of the Class
LT-Accrual Interest
shall not exceed interest accruals for such Distribution Date for
the Class
LT-Accrual Interest. In the event that: (i) 50% of the increase in
the
Overcollateralized Amount exceeds (ii) interest accruals on the
Class LT-Accrual
Interest for such Distribution Date, the excess for such
Distribution Date
(accumulated with all such excesses for all prior Distribution
Dates) will be
added to any increase in the Overcollateralized Amount for purposes
of
determining the amount of interest accrual on the Class LT-Accrual
Interest
payable as principal on the LT-Accretion Directed Classes on the
next
Distribution Date pursuant to the first sentence of this paragraph.
All payments
of scheduled principal and prepayments of principal generated by
the Mortgage
Loans and all Subsequent Recoveries allocable to principal shall be
allocated
(i) 50% to the Class LT-Accrual Interest, the Class LT-Group I
Interest and
Class LT-Group II Interest (and further allocated among these
Lower-Tier Regular
Interests in the manner described below) and (ii) 50% to the
LT-Accretion
Directed Classes (such principal payments and Subsequent Recoveries
shall be
allocated among such LT-Accretion Directed Classes in an amount
equal to 50% of
the principal amounts and Subsequent Recoveries allocated to their
respective
Corresponding Classes), until paid in full. Notwithstanding the
above, principal
payments allocated to the Class X Interest that result in the
reduction in the
Overcollateralized Amount shall be allocated to the Class
LT-Accrual Interest
(until paid in full). Realized Losses shall be applied so that
after all
distributions have been made on each Distribution Date (i) the
Lower-Tier
Principal Amount of each of the LT-Accretion Directed Classes is
equal to 50% of
the Class Certificate Balance of their Corresponding Class, and
(ii) the Class
LT-Accrual Interest, the Class LT-Group I and the Class LT-Group II
Interest
(and further allocated among these Lower-Tier Regular Interests in
the manner
described below) is equal to 50% of the aggregate Stated Principal
Balance of
the Mortgage Loans plus 50% of the Overcollateralized Amount. Any
increase in
the Class Certificate Balance of a Class of LIBOR Certificates as a
result of a
Subsequent Recovery shall increase the Lower-Tier Principal Amount
of the
Corresponding Lower-Tier Regular Interest by 50% of such increase,
and the
remaining 50% of such increase shall increase the Lower-Tier
Principal Amount of
the Class LT-Accrual Interest. As among the Class LT-Accrual
Interest, the Class
LT-Group I Interest and the Class LT-Group II Interest, all
payments of
scheduled principal and prepayments of principal generated by the
Mortgage
Loans, all Subsequent Recoveries and all Realized Losses, allocable
to such
Lower-Tier Regular Interests shall be allocated (i) to the Class
LT-Group I
Interest and the Class LT-Group II Interest, each from the related
Loan Group so
that their respective Lower-Tier Principal Amounts (computed to at
least eight
decimal places) are equal to 0.001% of the aggregate Stated
Principal Balance of
the Mortgage Loans in the related Loan Group and (ii) the remainder
to the Class
LT-Accrual Interest.
Upper-Tier REMIC
The Upper-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class UT-R Interest, is hereby
designated as a
regular interest in the Upper-Tier REMIC. The Class UT-R Interest
is hereby
designated as the sole class of residual interests in the
Upper-Tier REMIC and
shall be represented by the Class R Certificates.
Initial
Corresponding
Upper-Tier REMIC
Upper-Tier
Principal
Class of
Interest
Interest Rate Upper-Tier Amount
Certificates
------------------- --------------
----------------- -------------
Class A-1
(1)
$257,050,000
Class A-1
Class A-2A
(2)
$154,772,000
Class A-2A
Class A-2B
(2)
$59,281,000
Class A-2B
Class A-2C
(2)
$63,186,000
Class A-2C
Class A-2D
(2)
$37,996,000
Class A-2D
Class M-1
(3)
$28,759,000
Class M-1
Class M-2
(3)
$26,601,000
Class M-2
Class M-3
(3)
$12,581,000
Class M-3
Class M-4
(3)
$11,504,000
Class M-4
Class M-5
(3)
$11,143,000
Class M-5
Class M-6
(3)
$7,190,000
Class M-6
Class M-7
(3)
$8,627,000
Class M-7
Class M-8
(3)
$4,674,000
Class M-8
Class M-9
(3)
$7,908,000
Class M-9
Class B-1
(3)
$8,627,000
Class B-1
Class B-2
(3)
$6,831,000
Class B-2
Class UT-IO
(4)
(4)
N/A
Class UT-X
(5)
(5)
N/A
Class UT-3
(6)
$
50
N/A
Class UT-R
(7)
(7)
Class R
--------------------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
interest
shall bear interest at the least of (i) the Pass-Through Rate
(determined without regard to the Loan Group I Cap or WAC Cap) for
the
Corresponding Class of Certificates, (ii) the Lower-Tier Interest
Rate for
the Class
LT-Group I Interest (the "Upper-Tier REMIC Loan Group I Rate")
and (iii)
the Upper-Tier REMIC WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
interest
shall bear interest at the least of (i) the Pass-Through Rate
(determined without regard to the Loan Group II Cap or WAC Cap) for
the
Corresponding Class of Certificates, (ii) the Lower-Tier Interest
Rate for
the Class
LT-Group II Interest (the "Upper-Tier REMIC Loan Group II
Rate")
and (iii)
the Upper-Tier REMIC WAC Rate.
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
interest
shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the applicable WAC Cap) for the
Corresponding Class of Certificates and (ii) the Upper-Tier REMIC
WAC
Rate.
(4) This
interest is an interest-only interest and does not have a
principal
balance.
On each Distribution Date, the Class UT-IO Interest shall be
entitled
to receive all interest distributable on the Class LT-IO
Interest.
(5) The Class
UT-X Interest has an initial principal balance of
$12,222,018.25
but will
not accrue interest on such balance but will accrue interest on
a
notional
principal balance. As of any Distribution Date, the Class UT-X
Interest
shall have a notional principal balance equal to the aggregate
of
the
Lower-Tier Principal Amounts of the Lower-Tier Regular
Interests
(other
than the Class LT-IO and Class LT-3 Interests) as of the first
day
of the
related Interest Accrual Period. With respect to any Interest
Accrual
Period, the Class UT-X Interest shall bear interest at a rate
equal to
the excess, if any, of the Upper-Tier REMIC WAC Rate over the
product of
(i) 2 and (ii) the weighted average of the Lower-Tier Interest
Rates of
the Lower-Tier REMIC Interests (other than the Class LT-IO and
Class LT-3
Interests), where the Lower-Tier Interest Rate on each of the
Class
LT-Accrual Interest, Class LT-Group I Interest and Class LT-Group
II
Interest
is subject to a cap equal to zero and each LT-Accretion
Directed
Class is
subject to a cap equal to the Upper-Tier Interest Rate on its
Corresponding Class of Upper-Tier Regular Interest. With respect to
any
Distribution Date, interest that so accrues on the notional
principal
balance of
the Class UT-X Interest shall be deferred in an amount equal to
any
increase in the Overcollateralized Amount on such Distribution
Date.
Such
deferred interest shall not itself bear interest.
(6) This
Upper-Tier Regular Interest shall not be entitled to interest
and
shall have
a principal balance equal to the Class Certificate Balance of
the Class
RX Certificates.
(7) The Class
UT-R Interest does not have an interest rate or a principal
balance.
On each Distribution Date, interest distributable in respect of
the
Lower-Tier Interests for such Distribution Date shall be deemed to
be
distributed on the interests in the Upper-Tier REMIC at the rates
shown above,
provided that the Class UT-IO Interest shall be entitled to receive
interest
before any other interest in the Upper-Tier REMIC.
On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to the
Upper-Tier
Interests until the outstanding principal balance of each such
interest equals
the outstanding Class Certificate Balance of the Corresponding
Class of
Certificates as of such Distribution Date.
Class X REMIC
The Class X REMIC shall issue the following classes of
interests.
The Class X Interest and the Class IO Interest shall each represent
a regular
interest in the Class X REMIC and the Class RX Certificates shall
represent the
sole class of residual interest in the Class X REMIC.
Class X REMIC
Class X REMIC
Designation Interest Rate
Principal Amount
------------------------- -------------
----------------
Class X Interest
(1)
(1)
Class IO Interest
(2)
(2)
Class RX Certificates
(3)
$ 50.00
--------------------------
(1) The Class X
Interest has an initial principal balance equal to the initial
principal
balance of the Class UT-X Interest and is entitled to 100% of
the
interest and principal on the Class UT-X Interest on each
Distribution
Date.
(2) This
interest is an interest-only interest and does not have a
principal
balance.
On each Distribution Date the Class IO Interest shall be
entitled
to receive
100% of the interest distributable on the Class UT-IO Interest.
(3) The Class RX
Certificates do not have an interest rate.
Certificates
Class
Class Certificate
Class Designation
Pass-Through
Rate
Balance
-----------------
-----------------
-----------------
Class A-1(21)
(1)
$257,050,000
Class A-2A(21)
(2)
$154,772,000
Class A-2B(21)
(3)
$59,281,000
Class A-2C(21)
(4)
$63,186,000
Class A-2D(21)
(5)
$37,996,000
Class M-1(21)
(6)
$28,759,000
Class M-2(21)
(7)
$26,601,000
Class M-3(21)
(8)
$12,581,000
Class M-4(21)
(9)
$11,504,000
Class M-5(21)
(10)
$11,143,000
Class M-6(21)
(11)
$7,190,000
Class M-7(21)
(12)
$8,627,000
Class M-8(21)
(13)
$4,674,000
Class M-9(21)
(14)
$7,908,000
Class B-1(21)
(15)
$8,627,000
Class B-2(21)
(16)
$6,831,000
Class X
(17)
(17)
Class R
(18)
$
50
Class RC
(19)
$
100
Class RX
(20)
$
50
--------------------------
(1) The Class
A-1 Certificates will bear interest during each Interest
Accrual
Period at
a per annum rate equal to the least of (1) One-Month LIBOR plus
the
applicable Pass-Through Margin, (2) the Loan Group I Cap and (3)
the
WAC
Cap.
(2) The Class
A-2A Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3)
the WAC Cap.
(3) The Class
A-2B Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3)
the WAC Cap.
(4) The Class
A-2C Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3)
the WAC Cap.
(5) The Class
A-2D Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3)
the WAC Cap.
(6) The Class
M-1 Certificates will bear interest during each Interest
Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(7) The Class
M-2 Certificates will bear interest during each Interest
Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(8) The Class
M-3 Certificates will bear interest during each Interest
Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(9) The Class
M-4 Certificates will bear interest during each Interest
Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(10) The Class M-5
Certificates will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(11) The Class M-6
Certificates will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(12) The Class M-7
Certificates will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(13) The Class M-8
Certificates will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(14) The Class M-9
Certificates will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(15) The Class B-1
Certificates will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(16) The Class B-2
Certificates will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(17) The Class X
Certificates will represent beneficial ownership of (i) the
Class X
Interest, (ii) the Class IO Interest, (iii) the right to
receive
Class IO
Shortfalls, (iv) amounts in the Supplemental Interest Trust,
including
the Interest Rate Swap Agreement, subject to the obligation to
pay Net
Swap Payments and Swap Termination Payments to the Swap
Provider
and Basis
Risk Carry Forward Amounts and, without duplication, Upper-Tier
Carry
Forward Amounts and (v) amounts in the Excess Reserve Fund
Account,
subject to
the obligation to make payments from the Excess Reserve Fund
Account in
respect of Basis Risk Carry Forward Amounts. For federal income
tax
purposes, the Securities Administrator will treat a Class X
Certificateholder's obligation to make payments of Basis Risk
Carry
Forward
Amounts and, without duplication, Upper-Tier Carry Forward
Amounts
to the
LIBOR Certificates from the Excess Reserve Fund Account and the
Supplemental Interest Trust and, without duplication, Upper-Tier
Carry
Forward
Amounts from the Supplemental Interest Trust and the right to
receive
Class IO Shortfalls as payments made pursuant to a notional
principal
contract between the Class X Certificateholders and each Class
of LIBOR
Certificates. Such rights of the Class X Certificateholders and
LIBOR
Certificateholders shall be treated as held in a portion of the
Trust Fund
that is treated as a grantor trust under subpart E, Part I of
subchapter
J of the Code.
(18) The Class R
Certificates do not have an interest rate. The Class R
Certificates represent ownership of the Class PT2-R Interest, the
Class
LT-R
Interest and the Class UT-R Interest.
(19) The Class RC
Certificates do not have an interest rate. The Class RC
Certificates represent the residual interest in Pooling-Tier
REMIC-1.
(20) The Class RX
Certificates do not have an interest rate. The Class RX
Certificates represent the residual interest in the Class X
REMIC.
(21) Each of these
Certificates will represent not only the ownership of a
regular
interest in the Corresponding REMIC but also the right to
receive
payments
from the Excess Reserve Fund Account and the Supplemental
Interest
Trust. Each of these Certificates will also be subject to the
obligation
to pay Class IO Shortfalls as described in Section 8.13. For
federal
income tax purposes, any amount distributed on the LIBOR
Certificates on any such Distribution Date in excess of the
amount
distributable on the regular interest in the Upper-Tier REMIC on
such
Distribution Date shall be treated as having been paid from the
Excess
Reserve
Fund Account or the Supplemental Interest Trust, as applicable,
and any
amount distributable on such regular interest on such
Distribution
Date in
excess of the amount distributable on the LIBOR Certificates on
such Distribution Date
shall be treated as having been paid to the
Supplemental Interest Trust, all pursuant to, and as further
provided in,
Section
8.13. The Securities Administrator will treat a LIBOR
Certificateholder's right to receive payments from the Excess
Reserve Fund
Account
and the Supplemental Interest Trust, subject to the obligation
to
pay Class
IO Shortfalls, as payments made pursuant to a notional
principal
contract
between the Class X Certificateholders and each Class of LIBOR
Certificateholders.
The minimum denomination for the LIBOR Certificates will be
$25,000,
with integral multiples of $1 in excess thereof except that one
Certificate in
each Class may be issued in a different amount. The minimum
denomination for (a)
the Class R Certificates will be $25, representing a 50% Percentage
Interest in
the related Class, (b) the Class RC Certificates will be $25,
representing a 25%
Percentage Interest in the related Class, (c) the Class RX
Certificates will be
$25, representing a 50% Percentage Interest in the related Class,
(d) the Class
P Certificates will be a 1% Percentage Interest in such Class, (e)
the Class C
Certificates will be a 1% Percentage Interest in such Class and (f)
the Class X
Certificates will be a 1% Percentage Interest in such Class.
It is expected that each Class of Certificates will receive its
final distribution on or prior to the Final Scheduled Distribution
Date.
Set forth below are designations of Classes of Certificates to
the
categories used herein:
Book-Entry Certificates...... All Classes of Certificates other
than the
Physical Certificates.
Class A Certificates......... Class A-1, Class A-2A, Class A-2B,
Class A-2C and
Class A-2D Certificates.
Class A-2 Certificates....... Class A-2A, Class A-2B, Class A-2C
and Class A-2D
Certificates.
Class B Certificates......... Class B-1 and Class B-2
Certificates.
Class M Certificates......... Class M-1, Class M-2, Class M-3,
Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates.
ERISA-Restricted
Certificates............... Class B-2, Class R, Class RC, Class RX,
Class C,
Class P and Class X Certificates; and any
Certificate with a rating below the lowest
applicable permitted rating under the
Underwriter's Exemption.
LIBOR Certificates........... Class A, Class M and Class B
Certificates.
Offered Certificates......... All Classes of Certificates other
than the Private
Certificates, the Class P Certificates and the
Class X Certificates.
Physical Certificates........ Class P, Class C, Class X and
Residual
Certificates.
Private Certificates......... Class B-1 and Class B-2
Certificates.
Rating Agencies.............. Moody's and Standard &
Poor's.
Regular Certificates......... All Classes of Certificates other
than the Class
P, Class C and Residual Certificates.
Residual Certificates........ The Class R, Class RC and Class RX
Certificates.
Sequential Class M
Certificates..................Class M-1, Class M-2 and Class M-3
Certificates.
Subordinated Certificates.... Class M and Class B Certificates.
ARTICLE
I
DEFINITIONS
Section 1.01 Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have
the following meanings:
Accepted Servicing Practices: With respect to any Mortgage
Loan,
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 Excess Reserve Fund Account or the
Supplemental Interest
Trust. Each Account shall be an Eligible Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of LIBOR Certificates, the
amount of
interest accrued during the related Interest Accrual Period at the
applicable
Pass-Through Rate on the related Class Certificate Balance
immediately prior to
such Distribution Date, as reduced by such Class's share of Net
Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution
Date allocated to such Class pursuant to Section 4.02.
Additional Form 10-D Disclosure: As defined in Section 8.12(b).
Additional Form 10-K Disclosure: As defined in Section 8.12(c).
Adjustable Rate Mortgage Loan: An adjustable rate Mortgage
Loan.
Adjusted Net Mortgage Interest Rate: As to each Mortgage Loan and
at
any time, the per annum rate equal to the Mortgage Interest Rate
less the
Expense Fee Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first
Due Date on which the related Mortgage Interest Rate adjusts as set
forth in the
related Mortgage Note and each Due Date thereafter on which the
Mortgage
Interest Rate adjusts as set forth in the related Mortgage
Note.
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: A financing or other facility as described in
Section 12.07.
Advance Reimbursement Amounts: As defined in Section 12.07.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with such first Person. For
the purposes
of this definition, "control" means the power to direct the
management and
policies of such Person, directly or indirectly, whether through
the ownership
of voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Amount Held for Future Distribution: As to the Certificates on
any
Distribution Date, the aggregate amount held in the Collection
Account at the
close of business on the related Determination Date on account of
(i) Principal
Prepayments, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds
on the Mortgage Loans received after the end of the related
Prepayment Period
and (ii) all Scheduled Payments on the Mortgage Loans due after the
end of the
related Due Period.
Analytics Company: Intex Solutions, Inc., or any other bond
analytics service provider identified to the Securities
Administrator and the
Trustee by the Depositor.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate Class Certificate
Balance of the
LIBOR Certificates after distributions of principal on such
Distribution Date
exceeds the aggregate Stated Principal Balance of the Mortgage
Loans for such
Distribution Date.
Appraised Value: (i) With respect to any First Lien Mortgage
Loan,
the value of the related Mortgaged Property based upon the
appraisal made for
the originator at the time of origination of the Mortgage Loan or
the sale price
of the Mortgaged Property at such time of origination, whichever is
less, and
(ii) with respect to any Second Lien Mortgage Loan, the value,
determined
pursuant to the applicable Underwriting Guidelines, of the related
Mortgaged
Property as of the origination of the Second Lien Mortgage Loan;
provided,
however, that in the case of a refinanced Mortgage Loan, such value
is based
solely upon the appraisal made at the time of origination of such
refinanced
Mortgage Loan.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in recordable form (other than
the assignee's
name and recording information not yet returned from the recording
office),
reflecting the sale of the Mortgage to the Trust.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by the Master Servicer (x)
the sum of (i)
all scheduled installments of interest (net of the related Expense
Fees) and
principal due on the Due Date on such Mortgage Loans in the related
Due Period
and received on or prior to the related Determination Date,
together with any
P&I Advances in respect thereof; (ii) all Condemnation
Proceeds, Insurance
Proceeds and Liquidation Proceeds received during the related
Prepayment Period
(in each case, net of unreimbursed expenses incurred in connection
with a
liquidation or foreclosure and unreimbursed Advances, if any);
(iii) all partial
or full prepayments on the Mortgage Loans received during the
related Prepayment
Period together with all Compensating Interest paid by the Servicer
in
connection therewith (excluding Prepayment Premiums); (iv) all
amounts received
with respect to such Distribution Date as the Substitution
Adjustment Amount or
the Repurchase Price in respect of a Deleted Mortgage Loan
substituted for or a
Mortgage Loan repurchased by the Responsible Party or the
Depositor, as
applicable, as of such Distribution Date; and (v) the proceeds
received with
respect to the termination of the Trust Fund pursuant to clause (a)
of Section
11.01, reduced by (y) all amounts in reimbursement for Advances
previously made
with respect to the Mortgage Loans, and other amounts as to which
the Servicer,
the Master Servicer, the Securities Administrator, the Depositor or
the Trustee
(or co-trustee) is entitled to be paid or reimbursed pursuant to
this Agreement.
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance
Amount for such
Distribution Date over (ii) the Excess Overcollateralized Amount,
if any, for
such Distribution Date.
Basis Risk Carry Forward Amount: With respect to each Class of
LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on
such
Distribution Date the Pass-Through Rate for any Class of LIBOR
Certificates is
based upon a Loan Group Cap or the WAC Cap, as applicable, the
excess, if any,
of (i) the Accrued Certificate Interest Distribution Amount on such
Class of
LIBOR Certificates would otherwise be entitled to receive on such
Distribution
Date had such Pass-Through Rate not been subject to the Loan Group
Cap or the
WAC Cap, over (ii) the Accrued Certificate Interest Distribution
Amount on such
Class of Certificates on such Distribution Date giving effect to
(a) with
respect to the Class A-1 Certificates, the lesser of the WAC Cap
and the Loan
Group I Cap, (b) with respect to the Class A-2 Certificates, the
lesser of the
WAC Cap and the Loan Group II Cap, and (c) with respect to each
other Class of
LIBOR Certificates, the WAC Cap, and (B) the Basis Risk Carry
Forward Amount for
such Class of LIBOR Certificates for all previous Distribution
Dates not
previously paid, together with interest thereon at a rate equal to
the
applicable Pass-Through Rate for such Class of LIBOR Certificates
for such
Distribution Date (without giving effect to the WAC Cap, Loan Group
I Cap or
Loan Group II Cap, as applicable).
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the Basis Risk Carry Forward
Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior
to any
reduction for (x) amounts paid to the Excess Reserve Fund Account
to pay any
Basis Risk Carry Forward Amount or (y) any Defaulted Swap
Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan institutions, in (a) the
States of
Florida, New York, California, Maryland and Minnesota, (b) the
State in which
the Servicer's servicing operations are located, or (c) the State
in which any
Corporate Trust Office is located, are authorized or obligated by
law or
executive order to be closed.
Certificate: Any one of the Certificates executed by the
Securities
Administrator in substantially the forms attached hereto as
exhibits.
Certificate Balance: With respect to any Class of LIBOR
Certificates
or Residual Certificates, at any date, the maximum dollar amount of
principal to
which the Holder thereof is then entitled hereunder, such amount
being equal to
the Denomination thereof minus all distributions of principal
previously made
with respect thereto and reduced by the amount of any Applied
Realized Loss
Amounts previously allocated to such Class of Certificates pursuant
to Section
4.05; provided, however, that immediately following the
Distribution Date on
which a Subsequent Recovery is distributed, the Class Certificate
Balances of
any Class or Classes of Certificates that have been previously
reduced by
Applied Realized Loss Amounts will be increased, in order of
seniority, by the
amount of the Subsequent Recovery distributed on such Distribution
Date (up to
the amount of Applied Realized Loss Amounts allocated to such Class
or Classes).
The Class X, Class P and Class C Certificates have no Certificate
Balance.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Book-Entry
Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register, except that, solely for
the purpose
of giving any consent pursuant to this Agreement, any Certificate
registered in
the name of the Depositor or any Affiliate of the Depositor shall
be deemed not
to be Outstanding and the Percentage Interest evidenced thereby
shall not be
taken into account in determining whether the requisite amount of
Percentage
Interests necessary to effect such consent has been obtained;
provided, however,
that if any such Person (including the Depositor) owns 100% of the
Percentage
Interests evidenced by a Class of Certificates, such Certificates
shall be
deemed to be Outstanding for purposes of any provision hereof that
requires the
consent of the Holders of Certificates of a particular Class as a
condition to
the taking of any action hereunder. The 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: Either the Class A-1 Certificate Group
or
the Class A-2 Certificate Group, as applicable.
Class A Certificates: As specified in the Preliminary
Statement.
Class A Principal Allocation Percentage: For any Distribution
Date,
the percentage equivalent of a fraction, determined as follows: (A)
with respect
to the Class A-1 Certificate Group, a fraction, the numerator of
which is the
portion of the Principal Remittance Amount for such Distribution
Date that is
attributable to the principal received or advanced on the Group I
Mortgage Loans
and the denominator of which is the Principal Remittance Amount for
such
Distribution Date; and (B) with respect to the Class A-2
Certificate Group, a
fraction, the numerator of which is the portion of the Principal
Remittance
Amount for such Distribution Date that is attributable to the
principal received
or advanced on the Group II Mortgage Loans and the denominator of
which is the
Principal Remittance Amount for such Distribution Date.
Class A Principal
Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class
Certificate Balances of
the Class A Certificates immediately prior to such Distribution
Date over (ii)
the lesser of (A) 59.20% of the aggregate Stated Principal Balance
of the
Mortgage Loans for such Distribution Date and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over the Overcollateralization Floor.
Class A-1 Certificate Group: The Class A-1 Certificates.
Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1."
Class A-2 Certificate Group: The Class A-2 Certificates.
Class A-2 Certificates: As specified in the Preliminary
Statement.
Class A-2A Certificates: All Certificates bearing the class
designation of "Class A-2A."
Class A-2B Certificates: All Certificates bearing the class
designation of "Class A-2B."
Class A-2C Certificates: All Certificates bearing the class
designation of "Class A-2C."
Class A-2D Certificates: All Certificates bearing the class
designation of "Class A-2D."
Class B Certificates: As specified in the Preliminary
Statement.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1."
&n
