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EXECUTION COPY
CHASE MORTGAGE FINANCE CORPORATION,
DEPOSITOR,
JPMORGAN CHASE BANK, N.A.,
SERVICER,
JPMORGAN CHASE BANK, N.A.,
CUSTODIAN,
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
PAYING AGENT
AND
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
TRUSTEE
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2007
$3,765,176,872
Chase Mortgage Finance Trust
Multi-Class Mortgage Pass-Through Certificates
Series 2007-A1
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ARTICLE I
DEFINITIONS.....................................................
1
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; TRUST
FUND....................... 95
Section 2.01
Conveyance of Mortgage
Loans............................. 95
Section 2.02
Acceptance by
Trustee.................................... 99
Section 2.03
Trust Fund;
Authentication of Certificates............... 100
Section 2.04
REMIC
Elections.......................................... 101
Section 2.05
Permitted Activities
of Trust............................ 107
Section 2.06
Qualifying Special
Purpose Entity........................ 107
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND
THE
SERVICER; REPURCHASE OF MORTGAGE LOANS........................
107
Section 3.01
Representations and
Warranties of the Depositor with
respect to the Mortgage Loans............................
107
Section 3.02
Representations and
Warranties of the Servicer........... 114
Section 3.03
Option to
Substitute..................................... 115
ARTICLE IV THE
CERTIFICATES...............................................
116
Section 4.01
The
Certificates......................................... 116
Section 4.02
Registration of
Transfer and Exchange of Certificates.... 119
Section 4.03
Mutilated, Destroyed,
Lost or Stolen Certificates........ 123
Section 4.04
Persons Deemed
Owners.................................... 123
Section 4.05
Appointment of Paying
Agent and Certificate Registrar;
Certificate Account......................................
124
Section 4.06
Authenticating
Agents.................................... 124
ARTICLE V ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS.................. 125
Section 5.01
Servicer to Service
Mortgage Loans....................... 125
Section 5.02
Sub-Servicing
Agreements Between Servicer and Sub-
Servicers; Enforcement of Sub-Servicer's Obligations.....
126
Section 5.03
Successor
Sub-Servicers.................................. 126
Section 5.04
Liability of the
Servicer................................ 127
Section 5.05
No Contractual
Relationship Between Sub-Servicer and
Trustee or Certificateholders............................
127
Section 5.06
Termination of
Sub-Servicing Agreement................... 127
Section 5.07
Collection of Mortgage
Loan Payments..................... 127
Section 5.08
Establishment of
Collection Account; Deposit in
Collection Account.......................................
127
Section 5.09
Permitted Withdrawals
from the Collection Account........ 129
Section 5.10
Establishment of
Escrow Account; Deposits in Escrow
Account..................................................
129
Section 5.11
Permitted Withdrawals
from Escrow Account................ 130
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Section 5.12
Payment of Taxes,
Insurance and Other Charges............ 130
Section 5.13
Transfer of
Accounts..................................... 130
Section 5.14
[Reserved]...............................................
130
Section 5.15
Maintenance of the
Primary Insurance Policies............ 130
Section 5.16
Maintenance of
Standard Hazard Policies.................. 130
Section 5.17
[Reserved]...............................................
131
Section 5.18
[Reserved]...............................................
70
Section 5.19
Fidelity Bond and
Errors and Omissions Insurance......... 132
Section 5.20
Collections under
Insurance Policies; Enforcement of
Due-On-Sale Clauses; Assumption Agreements...............
133
Section 5.21
Income and Realization
from Defaulted Mortgage Loans..... 133
Section 5.22
Trustee to Cooperate;
Release of Mortgage Files.......... 134
Section 5.23
Servicing and Other
Compensation......................... 136
Section 5.24
1934 Act
Reports......................................... 136
Section 5.25
Annual Statement as to
Compliance........................ 138
Section 5.26
Assessment of
Compliance and Independent Public
Accountants' Attestation; Financial Statements...........
138
Section 5.27
Access to Certain
Documentation; Rights of the Depositor
in Respect of the Servicer...............................
140
Section 5.28
REMIC-Related
Covenants.................................. 140
[Reserved]...............................................
79
ARTICLE VI PAYMENTS TO THE
CERTIFICATEHOLDERS............................. 142
Section 6.01
Distributions to Pool
I Certificates..................... 142
Section 6.01A
Distributions to Pool II Certificates....................
157
Section 6.02
Statements to the
Certificateholders..................... 165
Section 6.03
Advances by the
Servicer................................. 168
Section 6.04
Allocation of Realized
Losses with Respect to Pool I..... 168
Section 6.04A
Allocation of Realized Losses with Respect to Pool II....
170
Section 6.05
Pool I Compensating
Interest; Allocation of Certain
Interest Shortfalls with Respect to Mortgage Pool I......
171
Section 6.05A
Pool II Compensating Interest; Allocation of Certain
Interest Shortfalls with Respect to Pool II..............
173
Section 6.06
Subordination............................................
174
Section 6.07
[Reserved]...............................................
175
ARTICLE VII REPORTS TO BE PREPARED BY THE
SERVICER........................ 175
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Section 7.01
Servicer Shall Provide
Information as Reasonably
Required.................................................
175
Section 7.02
Federal Information
Returns and Reports to
Certificateholders.......................................
175
ARTICLE VIII THE DEPOSITOR AND THE
SERVICER............................... 176
Section 8.01
Indemnification; Third
Party Claims...................... 176
Section 8.02
Merger or
Consolidation of the Depositor or the
Servicer.................................................
177
Section 8.03
Limitation on
Liability of the Depositor, the Servicer,
the Trustee and Others...................................
177
Section 8.04
Depositor and Servicer
Not to Resign..................... 178
Section 8.05
Successor to the
Servicer................................ 178
Section 8.06
Maintenance of
Ratings................................... 179
ARTICLE IX
DEFAULT........................................................
179
Section 9.01
Events of
Default........................................ 179
Section 9.02
Waiver of
Defaults....................................... 181
Section 9.03
Trustee to Act;
Appointment of Successor................. 181
Section 9.04
Notification to
Certificateholders and the Rating
Agencies.................................................
181
ARTICLE X CONCERNING THE
TRUSTEE.......................................... 181
Section 10.01
Duties of Trustee........................................
181
Section 10.02
Certain Matters Affecting the Trustee....................
182
Section 10.03
Trustee Not Liable for Certificates or Mortgage Loans....
183
Section 10.04
Trustee May Own Certificates.............................
183
Section 10.05
Fees and Expenses........................................
183
Section 10.06
Eligibility Requirements for Trustee.....................
183
Section 10.07
Resignation and Removal of the Trustee...................
184
Section 10.08
Successor Trustee........................................
184
Section 10.09
Merger or Consolidation of Trustee.......................
185
Section 10.10 Appointment of
Co-Trustee or Separate Trustee............ 185
Section 10.11
Appointment of Office or Agency..........................
186
Section 10.12
Indemnification..........................................
186
ARTICLE XI
TERMINATION....................................................
186
Section 11.01
Termination..............................................
187
ARTICLE XII MISCELLANEOUS
PROVISIONS...................................... 188
Section 12.01
Severability of Provisions...............................
188
Section 12.02
Limitation on Rights of Certificateholders...............
188
Section 12.03
Amendment................................................
189
Section 12.04
Counterparts.............................................
190
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Section 12.05
Duration of Agreement....................................
190
Section 12.06
Governing Law............................................
190
Section 12.07
Notices..................................................
190
Section 12.08
Further Assurances.......................................
190
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EXHIBIT A MORTGAGE LOAN
SCHEDULES
EXHIBIT A-1
MORTGAGE GROUP ONE MORTGAGE LOAN SCHEDULE
EXHIBIT A-2
MORTGAGE GROUP TWO MORTGAGE LOAN SCHEDULE
EXHIBIT B
CONTENTS OF
MORTGAGE FILE
EXHIBIT C FORM OF CLASS A
CERTIFICATE
EXHIBIT D FORM OF CLASS M
CERTIFICATE
EXHIBIT E FORM OF CLASS B
CERTIFICATE
EXHIBIT F FORM OF CLASS
A-R CERTIFICATE
EXHIBIT G FORM OF TRUSTEE
CERTIFICATION
EXHIBIT H FORM OF
INVESTMENT LETTER
EXHIBIT I FORM OF RULE
144A INVESTMENT LETTER
EXHIBIT J FORM OF SPECIAL
SERVICING AND COLLATERAL FUND AGREEMENT
EXHIBIT K FORM OF CLASS
A-R TRANSFEREE LETTER
EXHIBIT K-1 FORM
OF CLASS A-R TRANSFEROR LETTER
EXHIBIT L REQUEST FOR
RELEASE OF DOCUMENTS
EXHIBIT M FORM OF
TRANSFEREE ERISA REPRESENTATION LETTER
EXHIBIT N PERMITTED
EXCHANGEABLE CERTIFICATE COMBINATIONS
EXHIBIT O FORM OF
OFFICER'S CERTIFICATE (PAYING AGENT)
EXHIBIT P LETTER OF
REPRESENTATIONS
EXHIBIT Q FORM OF TRUST
AGREEMENT
EXHIBIT R SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
EXHIBIT S FORM OF
SARBANES-OXLEY CERTIFICATION
EXHIBIT T FORM OF ITEM
1123 CERTIFICATION OF SERVICER
EXHIBIT U [Reserved]
EXHIBIT V [Reserved]
SCHEDULE X
1934 ACT FORM 8-K REPORTING OBLIGATIONS
SCHEDULE Y
1934 ACT FORM 10-D REPORTING OBLIGATIONS
SCHEDULE Z
1934 ACT FORM 10-K REPORTING OBLIGATIONS
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This
Pooling and Servicing Agreement, dated as of February 1, 2007,
is
executed among Chase Mortgage Finance Corporation, as depositor
(together with
its permitted successors and assigns, the "Depositor"), JPMorgan
Chase Bank,
N.A. ("Chase"), as servicer (in such capacity, together with its
permitted
successors and assigns, the "Servicer"), JPMorgan Chase Bank, N.A.,
as custodian
(in such capacity, together with its permitted successors and
assigns, the
"Custodian"), The Bank of New York Trust Company, N.A., as paying
agent (in such
capacity, together with its permitted successors and assigns, the
"Paying
Agent") and The Bank of New York Trust Company, N.A., as trustee
(in such
capacity, together with its permitted successors and assigns, the
"Trustee").
In
consideration of the premises and the mutual agreements hereinafter
set
forth, the Depositor, the Servicer and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Whenever used herein, 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 (including collection procedures) of
prudent
mortgage banking institutions which service mortgage loans of the
same type as
such Mortgage Loan in the jurisdiction where the related Mortgaged
Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan) is
located, and
which are in accordance with FNMA servicing practices and
procedures for MBS
pool mortgages (as defined in the FNMA Guides including future
updates).
ACCOUNTANT'S ATTESTATION: As defined in Section 5.26(b).
ADDITIONAL FORM 10-D DISCLOSURE: As defined in Section 5.24(b).
ADDITIONAL FORM 10-K DISCLOSURE: As defined in Section 5.24(d).
ADVANCE: The aggregate of the advances made by the Servicer with
respect to
a particular Distribution Date pursuant to Section 6.03.
AFFILIATE: With respect to any specified Person, any other
Person
controlling, controlled by or under common control with such
Person. For the
purposes of this definition, "control" means the power to direct
the management
and policies of a Person, directly or indirectly, whether through
ownership of
voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
AGENCY & TRUST OFFICE: With respect to the Trustee, the office
of the
Trustee at which at any particular time its corporate trust
business shall be
administered, which office at the date of execution of this
instrument is
located at 601 Travis, 16th Floor, Houston, Texas 77002; and, with
respect to
the Paying Agent, the office of the Paying Agent at which at any
particular time
its corporate trust business shall be administered, which office at
the date of
execution of this instrument is located at 601 Travis, 16th Floor,
Houston,
Texas 77002.
AGREEMENT: This Pooling and Servicing Agreement and all amendments
hereof
and supplements hereto.
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APPRAISED VALUE: The value set forth in an appraisal or
recertification
document made in connection with the origination of the related
Mortgage Loan as
the value of the Mortgaged Property (or the related residential
dwelling unit in
the Underlying Mortgaged Property, in the case of a Co-op
Loan).
ASSESSMENT OF COMPLIANCE: As defined in Section 5.26(a).
ASSIGNMENT OF MORTGAGE: An assignment of the Mortgage, notice of
transfer
(or UCC-3 assignment (or equivalent instrument) with respect to
each Co-op Loan)
or equivalent instrument, in recordable form (except in the case of
a Co-op
Loan), sufficient under the laws of the jurisdiction where the
related Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan) is
located to reflect of record the sale and assignment of the
Mortgage Loan to the
Trustee, which assignment, notice of transfer or equivalent
instrument may, if
permitted by law, be in the form of one or more blanket assignments
covering
Mortgages secured by Mortgaged Properties located in the same
county.
AUTHENTICATING AGENT: The meaning specified in Section 4.06(a).
BANKRUPTCY CODE: Title 11 of the United States Code, as the same
may be
amended from time to time.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Realized
Loss
resulting from a Deficient Valuation or Debt Service Reduction.
BENEFICIAL HOLDER: A Person holding a beneficial interest in any
Book-Entry
Certificate through a Participant or an Indirect Participant or a
Person holding
a beneficial interest in any Definitive Certificate.
BOOK-ENTRY CERTIFICATES: The Class A Certificates (other than the
Class A-R
Certificates), Class M Certificates, Class I-B1 Certificates, Class
II-B1
Certificates, Class I-B2 Certificates and Class II-B2 Certificates,
referred to
collectively.
BUSINESS DAY: Any day other than (a) a Saturday or Sunday, (b) a
legal
holiday in the States of New York and Louisiana or (c) a day on
which banking
institutions in the State of New York are authorized or obligated
by law or
executive order to be closed.
CASH
LIQUIDATION: Recovery of all cash proceeds by the Servicer with
respect to the liquidation of any Mortgage Loan, including
Insurance Proceeds
and other payments or recoveries (whether made at one time or over
a period of
time) which the Servicer deems to be finally recoverable, in
connection with the
sale, assignment or satisfaction of such Mortgage Loan, trustee's
sale,
foreclosure sale or otherwise, but only if title to the related
Mortgaged
Property (or stock allocated to a dwelling unit, in the case of a
Co-op Loan)
was not acquired by foreclosure or deed in lieu of foreclosure by
the Servicer
pursuant to Section 5.21.
CERTIFICATE: Any Class A, Class M or Class B Certificate.
CERTIFICATE ACCOUNT: The account created and maintained pursuant to
Section
4.05.
CERTIFICATEHOLDER or HOLDER: The Person in whose name a Certificate
is
registered in the Certificate Register, except that, solely for the
purposes of
giving any consent, waiver, request or demand pursuant to this
Agreement, any
Certificate registered in the name of the Depositor, the Servicer,
any
Sub-Servicer, or any of their respective Affiliates shall be
disregarded and the
undivided Percentage Interest evidenced thereby shall not be taken
into account
in determining whether the requisite amount of
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Percentage Interests necessary to effect any such consent, waiver,
request or
demand has been obtained. The Trustee and the Paying Agent shall be
entitled to
conclusively rely upon the certificate of the Depositor or the
Servicer as to
the determination of which Certificates are registered in the name
of such
Affiliates.
CERTIFICATE GROUP: Each of (i) the Class 1-A Certificates,
collectively,
(ii) the Class 2-A Certificates, collectively, (iii) the Class 3-A
Certificates,
collectively, (iv) the Class 4-A Certificates, collectively, (v)
the Class 5-A
Certificates, collectively, (vi) the Class 6-A Certificates,
collectively, (vii)
the Class 7-A Certificates, collectively, (viii) the Class 8-A
Certificates,
collectively, (ix) the Class 9-A Certificates, collectively, (x)
the Class 10-A
Certificates, collectively, (xi) the Class 11-A Certificates,
collectively,
(xii) the Class 12-A Certificates, collectively and (xiii) the
Class 13-A
Certificates, collectively.
CERTIFICATE OWNER: Any Person who is the beneficial owner of a
Book-Entry
Certificate registered in the name of the Depository or its
nominee.
CERTIFICATE RATE: The per annum rate of interest borne by each
Class of
Certificates, which (i) in the case of the Class 1-A Certificates,
will equal
Group 1 Net WAC, (ii) in the case of the Class 2-A Certificates,
will equal
Group 2 Net WAC, (iii) in the case of the Class 3-A Certificates,
will equal
Group 3 Net WAC, (iv) in the case of the Class 4-A Certificates,
will equal
Group 4 Net WAC, (v) in the case of the Class 5-A Certificates,
will equal Group
5 Net WAC, (vi) in the case of the Class 6-A Certificates, will
equal Group 6
Net WAC, (vii) in the case of the Class 7-A Certificates, will
equal Group 7 Net
WAC, (viii) in the case of the Class 8-A Certificates, will equal
Group 8 Net
WAC, (ix) in the case of the Class 9-A Certificates, will equal
Group 9 Net WAC,
(x) in the case of the Class 10-A Certificates, will equal Group 10
Net WAC,
(xi) in the case of the Class 11-A1, Class 11-A2, Class 11-A3,
Class 11-A4,
Class 11-A5, Class 11-A6, Class 11-A7 and Class 11-A8 Certificates,
will equal
Group 11 Net WAC, (xii) in the case of the Class 12-A1, Class
12-A2, Class 12-A3
and Class 12-A4 Certificates, will equal Group 12 Net WAC and
(xiii) in the case
of the Class 13-A1, Class 13-A2 and Class 13-A3 Certificates, will
equal Group
13 Net WAC. With respect to the Class 11-M1, Class 11-M5 and Class
11-M8
Certificates, the Certificate Rate will be a per annum rate equal
to the greater
of (a)(i) the Group 11 Net WAC minus (ii) 0.25% and (b) zero;
commencing with
the Interest Accrual Period related to the Distribution Date in
March 2012, the
Certificate Rate on the Class 11-M1, Class 11-M5 and Class 11-M8
Certificates
will equal Group 11 Net WAC. With respect to the Class 11-S1, Class
11-S5, Class
11-S8, Class 12-S3 and Class 13-S2 Certificates, the Certificate
Rate will be a
per annum rate equal to 0.25%; commencing with the Interest Accrual
Period
related to the Distribution Date in March 2012, the Certificate
Rate on the
Class 11-S1, Class 11-S5, and Class 11-S8 Certificates will be
zero; commencing
with the Interest Accrual Period related to the Distribution Date
in March 2014,
the Certificate Rate on the Class 12-S3 Certificates will be zero;
and
commencing with the Interest Accrual Period related to the
Distribution Date in
March 2017, the Certificate Rate on the Class 13-S2 Certificates
will be zero.
With respect to the Class 11-L1, Class 11-L5 and Class 11-L8
Certificates, the
Certificate Rate will be a per annum rate equal to the greater of
(a)(i) the
Group 11 Net WAC minus (ii) 0.50% and (b) zero; commencing with the
Interest
Accrual Period related to the Distribution Date in March 2012, the
Certificate
Rate on the Class 11-L1, Class 11-L5 and Class 11-L8 Certificates
will equal
Group 11 Net WAC. With respect to the Class 11-F1, Class 11-F5,
Class 11-F8,
Class 12-F3 and Class 13-F2 Certificates, the Certificate Rate will
be a per
annum rate equal to 0.50%; commencing with the Interest Accrual
Period related
to the Distribution Date in March 2012, the Certificate Rate on the
Class 11-F1,
Class 11-F5, and Class 11-F8 Certificates will be zero; commencing
with the
Interest Accrual Period related to the Distribution Date in March
2014, the
Certificate Rate on the Class 12-F3 Certificates will be zero; and
commencing
with the Interest Accrual Period related to the Distribution Date
in March 2017,
the Certificate Rate on the Class 13-F2 Certificates will be zero.
With respect
to the Class 12-M3 Certificates, the Certificate Rate will be a per
annum rate
equal to the greater of (a)(i) the Group 12 Net
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WAC minus (ii) 0.25% and (b) zero; commencing with the Interest
Accrual Period
related to the Distribution Date in March 2014, the Certificate
Rate on the
Class 12-M3 Certificates will equal Group 12 Net WAC. With respect
to the Class
13-M2 Certificates, the Certificate Rate will be a per annum rate
equal to the
greater of (a)(i) the Group 13 Net WAC minus (ii) 0.25% and (b)
zero; commencing
with the Interest Accrual Period related to the Distribution Date
in March 2017,
the Certificate Rate on the Class 13-M2 Certificates will equal
Group 13 Net
WAC. With respect to the Class 12-L3 Certificates, the Certificate
Rate will be
a per annum rate equal to the greater of (a)(i) the Group 12 Net
WAC minus (ii)
0.50% and (b) zero; commencing with the Interest Accrual Period
related to the
Distribution Date in March 2014, the Certificate Rate on the Class
12-L3
Certificates will equal Group 12 Net WAC. With respect to the Class
13-L2
Certificates, the Certificate Rate will be a per annum rate equal
to the greater
of (a)(i) the Group 13 Net WAC minus (ii) 0.50% and (b) zero;
commencing with
the Interest Accrual Period related to the Distribution Date in
March 2017, the
Certificate Rate on the Class 13-L2 Certificates will equal Group
13 Net WAC. On
any Distribution Date, the Certificate Rate on each class of Pool I
Subordinated
Certificates will equal the fraction, expressed as a percentage,
(I) the
numerator of which will equal the sum of (i) the product of (x)
Group 1 Net WAC
and (y) the excess of the aggregate Scheduled Principal Balance of
the Group 1
Mortgage Loans over the aggregate outstanding principal balance of
the Class 1-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date), (ii) the product of (x) Group 2 Net WAC and (y)
the excess
of the aggregate Scheduled Principal Balance of the Group 2
Mortgage Loans over
the aggregate outstanding principal balance of the Class 2-A
Certificates (prior
to giving effect to distributions to be made on such Distribution
Date), (iii)
the product of (x) Group 3 Net WAC and (y) the excess of the
aggregate Scheduled
Principal Balance of the Group 3 Mortgage Loans over the aggregate
outstanding
principal balance of the Class 3-A Certificates (prior to giving
effect to
distributions to be made on such Distribution Date), (iv) the
product of (x)
Group 4 Net WAC and (y) the excess of the aggregate Scheduled
Principal Balance
of the Group 4 Mortgage Loans over the aggregate outstanding
principal balance
of the Class 4-A Certificates (prior to giving effect to
distributions to be
made on such Distribution Date), (v) the product of (x) Group 5 Net
WAC and (y)
the excess of the aggregate Scheduled Principal Balance of the
Group 5 Mortgage
Loans over the aggregate outstanding principal balance of the Class
5-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date), (vi) the product of (x) Group 6 Net WAC and (y)
the excess
of the aggregate Scheduled Principal Balance of the Group 6
Mortgage Loans over
the aggregate outstanding principal balance of the Class 6-A
Certificates (prior
to giving effect to distributions to be made on such Distribution
Date), (vii)
the product of (x) Group 7 Net WAC and (y) the excess of the
aggregate Scheduled
Principal Balance of the Group 7 Mortgage Loans over the aggregate
outstanding
principal balance of the Class 7-A Certificates (prior to giving
effect to
distributions to be made on such Distribution Date), (viii) the
product of (x)
Group 8 Net WAC and (y) the excess of the aggregate Scheduled
Principal Balance
of the Group 8 Mortgage Loans over the aggregate outstanding
principal balance
of the Class 8-A Certificates (prior to giving effect to
distributions to be
made on such Distribution Date), (ix) the product of (x) Group 9
Net WAC and (y)
the excess of the aggregate Scheduled Principal Balance of the
Group 9 Mortgage
Loans over the aggregate outstanding principal balance of the Class
9-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date) and (x) the product of (x) Group 10 Net WAC and
(y) the
excess of the aggregate Scheduled Principal Balance of the Group 10
Mortgage
Loans over the aggregate outstanding principal balance of the Class
10-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date) and (II) the denominator of which will equal the
sum of the
Group 1 Subordinated Amount, the Group 2 Subordinated Amount, the
Group 3
Subordinated Amount, the Group 4 Subordinated Amount, the Group 5
Subordinated
Amount, the Group 6 Subordinated Amount, the Group 7 Subordinated
Amount, the
Group 8 Subordinated Amount, the Group 9 Subordinated Amount and
the Group 10
Subordinated Amount. The initial Certificate Rate with respect to
each class of
Pool I Subordinated Certificates will be approximately 4.420%. For
federal
income tax purposes, the Certificate Rate on each Class of Pool I
Subordinated
Certificates can be expressed as a per annum rate equal to the
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weighted average of the interest rates on the Lower-Tier I REMIC
Regular
Interests ending with the designation "A" weighted on the basis of
their
principal amounts immediately prior to such Distribution Date. On
any
Distribution Date, the Certificate Rate on each class of Pool II
Subordinated
Certificates will equal the fraction, expressed as a percentage,
(I) the
numerator of which will equal the sum of (i) the product of (x)
Group 11 Net WAC
and (y) the excess of the aggregate Scheduled Principal Balance of
the Group 11
Mortgage Loans over the aggregate outstanding principal balance of
the Class
11-A Certificates (prior to giving effect to distributions to be
made on such
Distribution Date), (ii) the product of (x) Group 12 Net WAC and
(y) the excess
of the aggregate Scheduled Principal Balance of the Group 12
Mortgage Loans over
the aggregate outstanding principal balance of the Class 12-A
Certificates
(prior to giving effect to distributions to be made on such
Distribution Date)
and (iii) the product of (x) Group 13 Net WAC and (y) the excess of
the
aggregate Scheduled Principal Balance of the Group 13 Mortgage
Loans over the
aggregate outstanding principal balance of the Class 13-A
Certificates (prior to
giving effect to distributions to be made on such Distribution
Date) and (II)
the denominator of which will equal the sum of the Group 11
Subordinated Amount,
the Group 12 Subordinated Amount and the Group 13 Subordinated
Amount. The
initial Certificate Rate with respect to each class of Pool II
Subordinated
Certificates will be approximately 5.813%. For federal income tax
purposes, the
Certificate Rate on each Class of Pool II Subordinated Certificates
can be
expressed as a per annum rate equal to the weighted average of the
interest
rates on the Lower-Tier II REMIC Regular Interests ending with the
designation
"A" weighted on the basis of their principal amounts immediately
prior to such
Distribution Date. Interest with respect to each Class of
Certificates shall be
calculated based on a 360 day year comprised of twelve 30-day
months.
CERTIFICATE REGISTER: The register maintained pursuant to Section
4.02.
CERTIFICATE REGISTRAR: The Person appointed by the Trustee as
Certificate
Registrar pursuant to Section 4.05.
CHASE: JPMorgan Chase Bank, N.A., a national banking association,
or its
successor in interest.
CHF:
Chase Home Finance LLC, a Delaware limited liability company, or
its
successor in interest.
CLASS: Pertaining to the Class 1-A1, Class 1-A2, Class 1-A3, Class
1-A4,
Class 1-A5, Class 1-A6, Class 2-A1, Class 2-A2, Class 2-A3, Class
2-A4, Class
3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class 5-A1, Class 5-A2,
Class 6-A1,
Class 6-A2, Class 7-A1, Class 7-A2, Class 8-A1, Class 8-A2, Class
9-A1, Class
9-A2, Class 10-A1, Class 10-A2, Class 11-A1, Class 11-M1, Class
11-S1, Class
11-L1, Class 11-F1, Class 11-A2, Class 11-A3, Class 11-A4, Class
11-A5, Class
11-M5, Class 11-S5, Class 11-L5, Class 11-F5, Class 11-A6, Class
11-A7, Class
11-A8, Class 11-M8, Class 11-S8, Class 11-L8, Class 11-F8, Class
12-A1, Class
12-A2, Class 12-A3, Class 12-M3, Class 12-S3, class 12-L3, Class
12-F3, Class
12-A4, Class 13-A1, Class 13-A2, Class 13-M2, Class 13-S2, Class
13-L2, Class
13-F2, Class 13-A3, Class A-R, Class I-M, Class II-M, Class I-B1,
Class II-B1,
Class I-B2, Class II-B2, Class I-B3, Class II-B3, Class I-B4, Class
II-B4, Class
I-B5, Class II-B5 Certificates or any Lower-Tier I REMIC Interest
or Lower-Tier
II REMIC Interest, as the case may be.
CLASS 1-A CERTIFICATES: The Class 1-A1, Class 1-A2, Class 1-A3,
Class 1-A4,
Class 1-A5, Class 1-A6 and Class A-R, referred to collectively.
CLASS 1-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an
amount
equal to the sum of the Class 1-A1 Interest Accrual Amount, the
Class 1-A2
Interest Accrual Amount, the Class 1-A3 Interest Accrual Amount,
the Class 1-A4
Interest Accrual Amount, the Class 1-A5 Interest Accrual
5
<PAGE>
Amount, the Class 1-A6 Interest Accrual Amount and the Class A-R
Interest
Accrual Amount.
CLASS 1-A INTEREST SHORTFALL: On any Distribution Date, an amount
equal to
the sum of the Class 1-A1 Shortfall, the Class 1-A2 Shortfall, the
Class 1-A3
Shortfall, the Class 1-A4 Shortfall, the Class 1-A5 Shortfall, the
Class 1-A6
Shortfall and the Class A-R Shortfall.
CLASS 1-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date,
the lesser of (a) the Class 1-A Principal Balance and (b) the sum
of:
(i) the Class 1-A Percentage of the principal portion of all
Monthly
Payments, whether or not received, which were due on the related
Due Date
on
Group 1 Mortgage Loans which were outstanding as of such Due
Date;
(ii) the Class 1-A Prepayment Percentage of all Principal
Prepayments
made
on Group 1 Mortgage Loans during the related Principal
Prepayment
Period;
(iii) with respect to each Group 1 Mortgage Loan not described in
(iv)
or
(v) below, the Class 1-A Percentage of the principal portion of
all
Insurance Proceeds, condemnation awards and any other cash proceeds
from a
source other than the applicable Mortgagor, to the extent required
to be
deposited in the Collection Account pursuant to Section 5.08, which
were
received during the related Principal Prepayment Period with
respect to any
Group 1 Mortgage Loan, net of related unreimbursed Servicing
Advances and
net
of any portion thereof which, as to any such Mortgage Loan,
constitutes
Late
Collections that have been the subject of an Advance on any
prior
Distribution Date;
(iv) with respect to each Group 1 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal Prepayment
Period,
the
lesser of (A) the Class 1-A Percentage of an amount equal to
the
Principal Balance of such Mortgage Loan (net of any unreimbursed
Advances
with
respect to principal) as of the Due Date immediately preceding
the
date
on which such Mortgage Loan became a Liquidated Mortgage Loan and
(B)
the
Class 1-A Prepayment Percentage of the Net Liquidation Proceeds
with
respect to such Mortgage Loan (net of any unreimbursed
Advances);
(v) with respect to each Group 1 Mortgage Loan repurchased during
the
related Principal Prepayment Period pursuant to Sections 2.02,
3.01, 5.01,
5.21
or 11.01, an amount equal to the Class 1-A Prepayment Percentage
of
the principal portion
of the Purchase Price (net of amounts with respect to
which a distribution of principal has previously been made to
the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the
excess
of
the Class 1-A Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) - (v) above) over the outstanding principal
balance of the
Group 1 Mortgage Loans, if any, as of the preceding Distribution
Date
(giving effect to any Advances but prior to giving effect to any
Principal
Prepayments received with respect to such Mortgage Loans that have
not been
passed through to the Certificateholders).
CLASS 1-A PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class 1-A Principal Balance by the outstanding
principal balance
of the Group 1 Mortgage Loans, but not more than 100%.
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<PAGE>
CLASS 1-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and
including the Distribution Date in February 2014, 100%; as of any
Distribution
Date in the first year thereafter, the Class 1-A Percentage plus
70% of the
Class 1-A Subordinated Percentage for such Distribution Date; as of
any
Distribution Date in the second year thereafter, the Class 1-A
Percentage plus
60% of the Class 1-A Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the third year thereafter, the Class 1-A
Percentage
plus 40% of the Class 1-A Subordinated Percentage for such
Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class
1-A Percentage
plus 20% of the Class 1-A Subordinated Percentage for such
Distribution Date;
and as of any Distribution Date after the fourth year thereafter,
the Class 1-A
Percentage; provided that, if any Class 1-A Percentage as of any
such
Distribution Date is greater than the Class 1-A Percentage on the
first
Distribution Date, the Class 1-A Prepayment Percentage shall be
100%; and
provided further, that whenever the Class 1-A Percentage equals 0%,
the Class
1-A Prepayment Percentage shall equal 0%; and provided further that
no reduction
of the Class 1-A Prepayment Percentage below the level in effect
for the most
recent period shall occur with respect to any Distribution Date
unless, as of
the last day of the month preceding such Distribution Date, (i) the
aggregate
outstanding Principal Balance of Mortgage Loans with respect to all
ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or
more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool
I Mortgage
Loans with respect to which the related Mortgaged Property has been
acquired by
the Trust Fund) does not equal or exceed 50% of the related Pool I
Subordinated
Percentage of the outstanding Principal Balance of the Mortgage
Loans with
respect to the related Pool I Mortgage Group as of such date and
(ii) cumulative
Realized Losses with respect to each of the ten Pool I Mortgage
Groups do not
exceed (a) 30% of the related Pool I Original Subordinated
Principal Balance if
such Distribution Date occurs in the year beginning with and
including the
seventh anniversary of the first Distribution Date, (b) 35% of the
related Pool
I Original Subordinated Principal Balance if such Distribution Date
occurs in
the year beginning with and including the eighth anniversary of the
first
Distribution Date, (c) 40% of the related Pool I Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the ninth anniversary of the first Distribution Date, (d)
45% of the
related Pool I Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the tenth
anniversary of the
first Distribution Date, and (e) 50% of the related Pool I Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the eleventh anniversary of the first Distribution
Date or
thereafter, provided, notwithstanding the foregoing, if the
following conditions
are met:
(i)
the Pool I Aggregate Subordinated Percentage is greater than or
equal
to twice such percentage calculated as of the Closing Date;
(ii)
the outstanding Principal Balance of all Mortgage Loans in each
Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans
in
foreclosure, REO property or bankruptcy status), averaged over the
preceding
six-month period, as a percentage of the related Pool I
Subordinated Amount
(without giving effect to any payments on such Distribution Date),
does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans
in each
Pool I Mortgage Group do not exceed, as a percentage of the related
Pool I
Subordinated Amount as of the Closing Date plus the pro rata
portion (based upon
the outstanding Principal Balance of each outstanding Pool I
Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group
for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
7
<PAGE>
(b) for any Distribution Date after the February 2010
Distribution
Date, 30%,
then the Class 1-A Prepayment Percentage for such Distribution Date
will equal:
(i)
for any Distribution Date on or prior to the February 2010
Distribution
Date, the Class 1-A Percentage plus 50% of the Class 1-A
Subordinated
Percentage, or
(ii)
for any Distribution Date after the February 2010 Distribution
Date,
the Class 1-A Percentage.
CLASS 1-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class 1-A
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Class 1-A Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class 1-A Certificates pursuant to Section 6.04);
as adjusted
to reflect any adjustments to the Outstanding Certificate Principal
Balance of
the Class 1-A Certificates as a result of Subsequent Recoveries;
provided that
the Class 1-A Principal Balance on the first Distribution Date will
be the
Original Class 1-A Principal Balance.
CLASS 1-A PRINCIPAL PAYMENT RULES: (A) With respect to any
Distribution
Date prior to the Pool I Credit Support Depletion Date,
distributions to the
Class 1-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(A)
shall be made
to the Class 1-A Certificates, as follows:
First, to the Class A-R Certificate, until the Outstanding
Certificate
Principal Balance of such Class has been reduced to zero; and
Second, concurrently, as follows:
(I)
16.1139579103%, to the Class 1-A1 and Class 1-A2 Certificates,
pro
rata, based upon their Outstanding Certificate Principal Balances,
until the
Outstanding Certificate Principal Balance of each such Class has
been reduced to
zero;
(II)
83.8860420897%, concurrently, as follows:
(a) 97.0676937262%, concurrently, as follows:
(i) 47.3688689233%, to the Class 1-A3 and Class 1-A4
Certificates, pro rata, based upon their Outstanding Certificate
Principal
Balances, until the Outstanding Certificate Principal Balance of
each such Class
has been reduced to zero;
(ii) 52.6311310767%, to the Class 1-A5 Certificates, until the
Outstanding Certificate Principal Balance of such Class has been
reduced to
zero; and
(b) 2.9323062738%, to the Class 1-A6 Certificates, until the
Outstanding Certificate Principal Balance of such Class has been
reduced to
zero.
(B)
With respect to any Distribution Date on or after the Pool I
Credit
Support Depletion Date, distributions otherwise allocated to the
Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(A) shall be
allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and
not in
accordance with the priorities set forth above.
CLASS 1-A SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class 1-A Percentage.
CLASS 1-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date,
the difference between 100% and the Class 1-A Prepayment
Percentage.
8
<PAGE>
CLASS 1-A1 CERTIFICATE: Any one of the Class 1-A1 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 1-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A1
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(A).
CLASS 1-A2 CERTIFICATE: Any one of the Class 1-A2 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 1-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A2 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A2
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A2
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A2 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(B).
CLASS 1-A3 CERTIFICATE: Any one of the Class 1-A3 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 1-A3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A3 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A3 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A3
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A3
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A3 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A3 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(C).
9
<PAGE>
CLASS 1-A4 CERTIFICATE: Any one of the Class 1-A4 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 1-A4 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A4 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A4 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A4
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A4
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A4 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A4 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A4 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(D).
CLASS 1-A5 CERTIFICATE: Any one of the Class 1-A5 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 1-A5 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A5 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A5 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A5
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A5
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A5 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A5 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(E).
CLASS 1-A6 CERTIFICATE: Any one of the Class 1-A6 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 1-A6 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A6 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A6 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A6
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A6
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A6 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A6 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A6 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(F).
10
<PAGE>
CLASS 2-A CERTIFICATES: The Class 2-A1, Class 2-A2, Class 2-A3,
Class 2-A4
Certificates, referred to collectively.
CLASS 2-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an
amount
equal to the sum of the Class 2-A1 Interest Accrual Amount, the
Class 2-A2
Interest Accrual Amount, the Class 2-A3 Interest Accrual Amount,
the Class 2-A4
Interest Accrual Amount.
CLASS 2-A INTEREST SHORTFALL: On any Distribution Date, an amount
equal to
the sum of the Class 2-A1 Shortfall, the Class 2-A2 Shortfall, the
Class 2-A3
Shortfall and the Class 2-A4 Shortfall.
CLASS 2-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date,
the lesser of (a) the Class 2-A Principal Balance and (b) the sum
of:
(i) the Class 2-A Percentage of the principal portion of all
Monthly
Payments, whether or not received, which were due on the related
Due Date
on
the Group 2 Mortgage Loans which were outstanding as of such Due
Date;
(ii) the Class 2-A Prepayment Percentage of all Principal
Prepayments
made
on Group 2 Mortgage Loans during the related Principal
Prepayment
Period;
(iii) with respect to each Group 2 Mortgage Loan not described in
(iv)
or
(v) below, the Class 2-A Percentage of the principal portion of
all
Insurance Proceeds, condemnation awards and any other cash proceeds
from a
source other than the applicable Mortgagor, to the extent required
to be
deposited in the Collection Account pursuant to Section 5.08, which
were
received during the related Principal Prepayment Period with
respect to any
Group 2 Mortgage Loan, net of related unreimbursed Servicing
Advances and
net
of any portion thereof which, as to any such Mortgage Loan,
constitutes
Late
Collections that have been the subject of an Advance on any
prior
Distribution Date;
(iv) with respect to each Group 2 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal Prepayment
Period,
the
lesser of (A) the Class 2-A Percentage of an amount equal to
the
Principal Balance of such Mortgage Loan (net of any unreimbursed
Advances
with
respect to principal) as of the Due Date immediately preceding
the
date
on which such Mortgage Loan became a Liquidated Mortgage Loan and
(B)
the
Class 2-A Prepayment Percentage of the Net Liquidation Proceeds
with
respect to such Mortgage Loan (net of any unreimbursed
Advances);
(v) with respect to each Group 2 Mortgage Loan repurchased during
the
related Principal Prepayment Period pursuant to Sections 2.02,
3.01, 5.01,
5.21
or 11.01, an amount equal to the Class 2-A Prepayment Percentage
of
the
principal portion of the Purchase Price (net of amounts with
respect to
which a distribution of principal has previously been made to
the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the
excess
of
the Class 2-A Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) - (v) above) over the outstanding principal
balance of the
Group 2 Mortgage Loans, if any, as of the preceding Distribution
Date
(giving effect to any Advances but prior to giving effect to any
Principal
Prepayments received with respect to such Mortgage Loans that have
not been
passed through to the Certificateholders).
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<PAGE>
CLASS 2-A PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class 2-A Principal Balance by the outstanding
principal balance
of the Group 2 Mortgage Loans, but not more than 100%.
CLASS 2-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and
including the Distribution Date in February 2014, 100%; as of any
Distribution
Date in the first year thereafter, the Class 2-A Percentage plus
70% of the
Class 2-A Subordinated Percentage for such Distribution Date; as of
any
Distribution Date in the second year thereafter, the Class 2-A
Percentage plus
60% of the Class 2-A Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the third year thereafter, the Class 2-A
Percentage
plus 40% of the Class 2-A Subordinated Percentage for such
Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class
2-A Percentage
plus 20% of the Class 2-A Subordinated Percentage for such
Distribution Date;
and as of any Distribution Date after the fourth year thereafter,
the Class 2-A
Percentage; provided that, if any Class 2-A Percentage as of any
such
Distribution Date is greater than the Class 2-A Percentage on the
first
Distribution Date, the Class 2-A Prepayment Percentage shall be
100%; and
provided further, that whenever the Class 2-A Percentage equals 0%,
the Class
2-A Prepayment Percentage shall equal 0%; and provided further that
no reduction
of the Class 2-A Prepayment Percentage below the level in effect
for the most
recent period shall occur with respect to any Distribution Date
unless, as of
the last day of the month preceding such Distribution Date, (i) the
aggregate
outstanding Principal Balance of Mortgage Loans with respect to all
ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or
more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool
I Mortgage
Loans with respect to which the related Mortgaged Property has been
acquired by
the Trust Fund) does not equal or exceed 50% of the related Pool I
Subordinated
Percentage of the outstanding Principal Balance of the Mortgage
Loans with
respect to the related Pool I Mortgage Group as of such date and
(ii) cumulative
Realized Losses with respect to each of the ten Pool I Mortgage
Groups do not
exceed (a) 30% of the related Pool I Original Subordinated
Principal Balance if
such Distribution Date occurs in the year beginning with and
including the
seventh anniversary of the first Distribution Date, (b) 35% of the
related Pool
I Original Subordinated Principal Balance if such Distribution Date
occurs in
the year beginning with and including the eighth anniversary of the
first
Distribution Date, (c) 40% of the related Pool I Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the ninth anniversary of the first Distribution Date, (d)
45% of the
related Pool I Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the tenth
anniversary of the
first Distribution Date, and (e) 50% of the related Pool I Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the eleventh anniversary of the first Distribution
Date or
thereafter, provided, notwithstanding the foregoing, if the
following conditions
are met:
(i)
the Pool I Aggregate Subordinated Percentage is greater than or
equal
to twice such percentage calculated as of the Closing Date;
(ii)
the outstanding Principal Balance of all Mortgage Loans in each
Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans
in
foreclosure, REO property or bankruptcy status), averaged over the
preceding
six-month period, as a percentage of the related Pool I
Subordinated Amount
(without giving effect to any payments on such Distribution Date),
does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans
in each
Pool I Mortgage Group do not exceed, as a percentage of the related
Pool I
Subordinated Amount as of the Closing Date plus the pro rata
portion (based upon
the outstanding Principal Balance of each outstanding Pool I
Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group
for which the
related Class I-A Certificates have been reduced to zero,
12
<PAGE>
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010
Distribution
Date, 30%,
then the Class 2-A Prepayment Percentage for such Distribution Date
will equal:
(i)
for any Distribution Date on or prior to the February 2010
Distribution
Date, the Class 2-A Percentage plus 50% of the Class 2-A
Subordinated
Percentage, or
(ii)
for any Distribution Date after the February 2010 Distribution
Date,
the Class 2-A Percentage.
CLASS 2-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class 2-A
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Class 2-A Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class 2-A Certificates pursuant to Section 6.04);
as adjusted
to reflect any adjustments to the Outstanding Certificate Principal
Balance of
the Class 2-A Certificates as a result of Subsequent Recoveries;
provided that
the Class 2-A Principal Balance on the first Distribution Date will
be the
Original Class 2-A Principal Balance.
CLASS 2-A PRINCIPAL PAYMENT RULES: (A) With respect to any
Distribution
Date prior to the Pool I Credit Support Depletion Date,
distributions to the
Class 2-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(B)
shall be made
to the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4
Certificates, as
follows:
Concurrently:
(I)
97.0676025159%, concurrently, as follows:
(a) 85.1382681489%, to the Class 2-A1 and Class 2-A2 Certificates,
pro
rata, based upon their Outstanding Certificate Principal Balances,
until the
Outstanding Certificate Principal Balance of each such Class has
been reduced to
zero;
(b) 14.8617318511%, to the Class 2-A3 Certificates, until the
Outstanding Certificate Principal Balance of such Class has been
reduced to
zero;
(II)
2.9323974841%, to the Class 2-A4 Certificates, until the
Outstanding
Certificate Principal Balance of such Class has been reduced to
zero.
(B)
With respect to any Distribution Date on or after the Pool I
Credit
Support Depletion Date, distributions otherwise allocated to the
Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(B) shall be
allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and
not in
accordance with the priorities set forth above.
CLASS 2-A SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class 2-A Percentage.
CLASS 2-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date,
the difference between 100% and the Class 2-A Prepayment
Percentage.
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<PAGE>
CLASS 2-A1 CERTIFICATE: Any one of the Class 2-A1 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 2-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 2-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 2-A1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 2-A1
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 2-A1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 2-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(G).
CLASS 2-A2 CERTIFICATE: Any one of the Class 2-A2 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 2-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 2-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 2-A2 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 2-A2
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 2-A2
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 2-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A2 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(H).
CLASS 2-A3 CERTIFICATE: Any one of the Class 2-A3 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 2-A3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 2-A3 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 2-A3 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 2-A3
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 2-A3
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 2-A3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A3 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A3 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(I).
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<PAGE>
CLASS 2-A4 CERTIFICATE: Any one of the Class 2-A4 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 2-A4 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 2-A4
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 2-A4
Certificates on such Distribution Date pursuant to Section 6.05(b),
(ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 2-A4 Certificates on such Distribution Date pursuant to
Section 6.05(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 2-A4 Certificates on such Distribution Date pursuant to
Section 6.05(d).
CLASS 2-A4 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A4 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A4 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(J).
CLASS 3-A CERTIFICATES: The Class 3-A1 and Class 3-A2
Certificates,
referred to collectively.
CLASS 3-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an
amount
equal to the sum of the Class 3-A1 Interest Accrual Amount and the
Class 3-A2
Interest Accrual Amount.
CLASS 3-A INTEREST SHORTFALL: On any Distribution Date, an amount
equal to
the sum of the Class 3-A1 Shortfall and the Class 3-A2
Shortfall.
CLASS 3-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date,
the lesser of (a) the Class 3-A Principal Balance and (b) the sum
of:
(i) the Class 3-A Percentage of the principal portion of all
Monthly
Payments, whether or not received, which were due on the related
Due Date
on
Group 3 Mortgage Loans which were outstanding as of such Due
Date;
(ii) the Class 3-A Prepayment Percentage of all Principal
Prepayments
made
on Group 3 Mortgage Loans during the related Principal
Prepayment
Period;
(iii) with respect to each Group 3 Mortgage Loan not described in
(iv)
or
(v) below, the Class 3-A Percentage of the principal portion of
all
Insurance Proceeds, condemnation awards and any other cash proceeds
from a
source other than the applicable Mortgagor, to the extent required
to be
deposited in the Collection Account pursuant to Section 5.08, which
were
received during the related Principal Prepayment Period with
respect to any
Group 3 Mortgage Loan, net of related unreimbursed Servicing
Advances and
net
of any portion thereof which, as to any such Mortgage Loan,
constitutes
Late
Collections that have been the subject of an Advance on any
prior
Distribution Date;
(iv) with respect to each Group 3 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal Prepayment
Period,
the
lesser of (A) the Class 3-A Percentage of an amount equal to
the
Principal Balance of such Mortgage Loan (net of any unreimbursed
Advances
with
respect to principal) as of the Due Date immediately preceding
the
date on which such
Mortgage Loan became a Liquidated Mortgage Loan and (B)
the
Class 3-A Prepayment Percentage of the Net Liquidation Proceeds
with
respect to such Mortgage Loan (net of any unreimbursed
Advances);
15
<PAGE>
(v) with respect to each Group 3 Mortgage Loan repurchased during
the
related Principal Prepayment Period pursuant to Sections 2.02,
3.01, 5.01,
5.21
or 11.01, an amount equal to the Class 3-A Prepayment Percentage
of
the
principal portion of the Purchase Price (net of amounts with
respect to
which a distribution of principal has previously been made to
the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the
excess
of
the Class 3-A Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) - (v) above) over the outstanding principal
balance of the
Group 3 Mortgage Loans, if any, as of the preceding Distribution
Date
(giving effect to any Advances but prior to giving effect to any
Principal
Prepayments received with respect to such Mortgage Loans that have
not been
passed through to the Certificateholders).
CLASS 3-A PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class 3-A Principal Balance by the outstanding
principal balance
of the Mortgage Loans in Group 3, but not more than 100%.
CLASS 3-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and
including the Distribution Date in February 2014, 100%; as of any
Distribution
Date in the first year thereafter, the Class 3-A Percentage plus
70% of the
Class 3-A Subordinated Percentage for such Distribution Date; as of
any
Distribution Date in the second year thereafter, the Class 3-A
Percentage plus
60% of the Class 3-A Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the third year thereafter, the Class 3-A
Percentage
plus 40% of the Class 3-A Subordinated Percentage for such
Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class
3-A Percentage
plus 20% of the Class 3-A Subordinated Percentage for such
Distribution Date;
and as of any Distribution Date after the fourth year thereafter,
the Class 3-A
Percentage; provided that, if any Class 3-A Percentage as of any
such
Distribution Date is greater than the Class 3-A Percentage on the
first
Distribution Date, the Class 3-A Prepayment Percentage shall be
100%; and
provided further, that whenever the Class 3-A Percentage equals 0%,
the Class
3-A Prepayment Percentage shall equal 0%; and provided further that
no reduction
of the Class 3-A Prepayment Percentage below the level in effect
for the most
recent period shall occur with respect to any Distribution Date
unless, as of
the last day of the month preceding such Distribution Date, (i) the
aggregate
outstanding Principal Balance of Mortgage Loans with respect to all
ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or
more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool
I Mortgage
Loans with respect to which the related Mortgaged Property has been
acquired by
the Trust Fund) does not equal or exceed 50% of the related Pool I
Subordinated
Percentage of the outstanding Principal Balance of the Mortgage
Loans with
respect to the related Pool I Mortgage Group as of such date and
(ii) cumulative
Realized Losses with respect to each of the ten Pool I Mortgage
Groups do not
exceed (a) 30% of the related Pool I Original Subordinated
Principal Balance if
such Distribution Date occurs in the year beginning with and
including the
seventh anniversary of the first Distribution Date, (b) 35% of the
related Pool
I Original Subordinated Principal Balance if such Distribution Date
occurs in
the year beginning with and including the eighth anniversary of the
first
Distribution Date, (c) 40% of the related Pool I Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the ninth anniversary of the first Distribution Date, (d)
45% of the
related Pool I Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the tenth
anniversary of the
first Distribution Date, and (e) 50% of the related Pool I Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the eleventh anniversary of the first Distribution
Date or
thereafter, provided, notwithstanding the foregoing, if the
following conditions
are met:
16
<PAGE>
(i)
the Pool I Aggregate Subordinated Percentage is greater than or
equal
to twice such percentage calculated as of the Closing Date;
(ii)
the outstanding Principal Balance of all Mortgage Loans in each
Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans
in
foreclosure, REO property or bankruptcy status), averaged over the
preceding
six-month period, as a percentage of the related Pool I
Subordinated Amount
(without giving effect to any payments on such Distribution Date),
does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans
in each
Pool I Mortgage Group do not exceed, as a percentage of the related
Pool I
Subordinated Amount as of the Closing Date plus the pro rata
portion (based upon
the outstanding Principal Balance of each outstanding Pool I
Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group
for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010
Distribution
Date, 30%,
then the Class 3-A Prepayment Percentage for such Distribution Date
will equal:
(i)
for any Distribution Date on or prior to the February 2010
Distribution
Date, the Class 3-A Percentage plus 50% of the Class 3-A
Subordinated
Percentage, or
(ii)
for any Distribution Date after the August 2009 Distribution Date,
the
Class 3-A Percentage.
CLASS 3-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class 3-A
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Class 3-A Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class 3-A Certificates pursuant to Section 6.04);
as adjusted
to reflect any adjustments to the Outstanding Certificate Principal
Balance of
the Class 3-A Certificates as a result of Subsequent Recoveries;
provided that
the Class 3-A Principal Balance on the first Distribution Date will
be the
Original Class 3-A Principal Balance.
CLASS 3-A PRINCIPAL PAYMENT RULES: (A) With respect to any
Distribution
Date prior to the Pool I Credit Support Depletion Date,
distributions to the
Class 3-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(C)
shall be
made, pro rata, to the Class 3-A1 and Class 3-A2 Certificates until
the
Principal Balance of each such Class has been reduced to zero.
(B)
With respect to any Distribution Date on or after the Pool I
Credit
Support Depletion Date, distributions otherwise allocated to the
Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(C) shall be
allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and
not in
accordance with the priorities set forth above.
CLASS 3-A SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class 3-A Percentage.
CLASS 3-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date,
the difference between 100% and the Class 3-A Prepayment
Percentage.
17
<PAGE>
CLASS 3-A1 CERTIFICATE: Any one of the Class 3-A1 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 3-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 3-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 3-A1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 3-A1
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 3-A1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 3-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 3-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 3-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(K).
CLASS 3-A2 CERTIFICATE: Any one of the Class 3-A2 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 3-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 3-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 3-A2 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 3-A2
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 3-A2
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 3-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 3-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 3-A2 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(L).
CLASS 4-A CERTIFICATES: The Class 4-A1 and Class 4-A2
Certificates,
referred to collectively.
CLASS 4-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an
amount
equal to the sum of the Class 4-A1 Interest Accrual Amount and the
Class 4-A2
Interest Accrual Amount.
CLASS 4-A INTEREST SHORTFALL: On any Distribution Date, an amount
equal to
the sum of the Class 4-A1 Shortfall and the Class 4-A2
Shortfall.
CLASS 4-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date,
the lesser of (a) the Class 4-A Principal Balance and (b) the sum
of:
(i) the Class 4-A Percentage of the principal portion of all
Monthly
Payments, whether or not received, which were due on the related
Due Date
on
Group 4 Mortgage Loans which were outstanding as of such Due
Date;
(ii) the Class 4-A Prepayment Percentage of all Principal
Prepayments
made
on Group 4 Mortgage Loans during the related Principal
Prepayment
Period;
18
<PAGE>
(iii) with respect to each Group 4 Mortgage Loan not described in
(iv)
or
(v) below, the Class 4-A Percentage of the principal portion of
all
Insurance Proceeds, condemnation awards and any other cash proceeds
from a
source other than the applicable Mortgagor, to the extent required
to be
deposited in the Collection Account pursuant to Section 5.08, which
were
received during the related Principal Prepayment Period with
respect to any
Group 4 Mortgage Loan, net of related unreimbursed Servicing
Advances and
net
of any portion thereof which, as to any such Mortgage Loan,
constitutes
Late
Collections that have been the subject of an Advance on any
prior
Distribution Date;
(iv) with respect to each Group 4 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal Prepayment
Period,
the
lesser of (A) the Class 4-A Percentage of an amount equal to
the
Principal Balance of such Mortgage Loan (net of any unreimbursed
Advances
with
respect to principal) as of the Due Date immediately preceding
the
date
on which such Mortgage Loan became a Liquidated Mortgage Loan and
(B)
the
Class 4-A Prepayment Percentage of the Net Liquidation Proceeds
with
respect to such Mortgage Loan (net of any unreimbursed
Advances);
(v) with respect to each Group 4 Mortgage Loan repurchased during
the
related Principal Prepayment Period pursuant to Sections 2.02,
3.01, 5.01,
5.21
or 11.01, an amount equal to the Class 4-A Prepayment Percentage
of
the
principal portion of the Purchase Price (net of amounts with
respect to
which a distribution of principal has previously been made to
the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the
excess
of
the Class 4-A Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) - (v) above) over the outstanding principal
balance of the
Group 4 Mortgage Loans, if any, as of the preceding Distribution
Date
(giving effect to any Advances but prior to giving effect to any
Principal
Prepayments received with respect to such Mortgage Loans that have
not been
passed through to the Certificateholders).
CLASS 4-A PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class 4-A Principal Balance by the outstanding
principal balance
of the Mortgage Loans in Group 4, but not more than 100%.
CLASS 4-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and
including the Distribution Date in February 2014, 100%; as of any
Distribution
Date in the first year thereafter, the Class 4-A Percentage plus
70% of the
Class 4-A Subordinated Percentage for such Distribution Date; as of
any
Distribution Date in the second year thereafter, the Class 4-A
Percentage plus
60% of the Class 4-A Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the third year thereafter, the Class 4-A
Percentage
plus 40% of the Class 4-A Subordinated Percentage for such
Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class
4-A Percentage
plus 20% of the Class 4-A Subordinated Percentage for such
Distribution Date;
and as of any Distribution Date after the fourth year thereafter,
the Class 4-A
Percentage; provided that, if any Class 4-A Percentage as of any
such
Distribution Date is greater than the Class 4-A Percentage on the
first
Distribution Date, the Class 4-A Prepayment Percentage shall be
100%; and
provided further, that whenever the Class 4-A Percentage equals 0%,
the Class
4-A Prepayment Percentage shall equal 0%; and provided further that
no reduction
of the Class 4-A Prepayment Percentage below the level in effect
for the most
recent period shall occur with respect to any Distribution Date
unless, as of
the last day of the month preceding such Distribution Date, (i) the
aggregate
outstanding Principal Balance of Mortgage Loans with respect to all
ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or
more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool
I Mortgage
Loans with respect to which the
19
<PAGE>
related Mortgaged Property has been acquired by the Trust Fund)
does not equal
or exceed 50% of the related Pool I Subordinated Percentage of the
outstanding
Principal Balance of the Mortgage Loans with respect to the related
Pool I
Mortgage Group as of such date and (ii) cumulative Realized Losses
with respect
to each of the ten Pool I Mortgage Groups do not exceed (a) 30% of
the related
Pool I Original Subordinated Principal Balance if such Distribution
Date occurs
in the year beginning with and including the seventh anniversary of
the first
Distribution Date, (b) 35% of the related Pool I Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the eighth anniversary of the first Distribution Date,
(c) 40% of the
related Pool I Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the ninth
anniversary of the
first Distribution Date, (d) 45% of the related Pool I Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the tenth anniversary of the first Distribution Date,
and (e) 50%
of the related Pool I Original Subordinated Principal Balance if
such
Distribution Date occurs in the year beginning with and including
the eleventh
anniversary of the first Distribution Date or thereafter,
provided,
notwithstanding the foregoing, if the following conditions are
met:
(i)
the Pool I Aggregate Subordinated Percentage is greater than or
equal
to twice such percentage calculated as of the Closing Date;
(ii)
the outstanding Principal Balance of all Mortgage Loans in each
Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans
in
foreclosure, REO property or bankruptcy status), averaged over the
preceding
six-month period, as a percentage of the related Pool I
Subordinated Amount
(without giving effect to any payments on such Distribution Date),
does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans
in each
Pool I Mortgage Group do not exceed, as a percentage of the related
Pool I
Subordinated Amount as of the Closing Date plus the pro rata
portion (based upon
the outstanding Principal Balance of each outstanding Pool I
Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group
for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010
Distribution
Date, 30%,
then the Class 4-A Prepayment Percentage for such Distribution Date
will equal:
(i)
for any Distribution Date on or prior to the February 2010
Distribution
Date, the Class 4-A Percentage plus 50% of the Class 4-A
Subordinated
Percentage, or
(ii)
for any Distribution Date after the February 2010 Distribution
Date,
the Class 4-A Percentage.
CLASS 4-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class 4-A
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Class 4-A Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class 4-A Certificates pursuant to Section 6.04);
as adjusted
to reflect any adjustments to the Outstanding Certificate Principal
Balance of
the Class 4-A Certificates as a result of Subsequent Recoveries;
provided
20
<PAGE>
that the Class 4-A Principal Balance on the first Distribution Date
will be the
Original Class 4-A Principal Balance.
CLASS 4-A PRINCIPAL PAYMENT RULES: (A) With respect to any
Distribution
Date prior to the Pool I Credit Support Depletion Date,
distributions to the
Class 4-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(D)
shall be
made, pro rata, to the Class 4-A1 and Class 4-A2 Certificates until
the
Outstanding Certificate Principal Balance of each such Class has
been reduced to
zero.
(B)
With respect to any Distribution Date on or after the Pool I
Credit
Support Depletion Date, distributions otherwise allocated to the
Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(D) shall be
allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and
not in
accordance with the priorities set forth above.
CLASS 4-A SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class 4-A Percentage.
CLASS 4-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date,
the difference between 100% and the Class 4-A Prepayment
Percentage.
CLASS 4-A1 CERTIFICATE: Any one of the Class 4-A1 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 4-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 4-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 4-A1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 4-A1
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 4-A1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 4-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 4-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 4-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(M).
CLASS 4-A2 CERTIFICATE: Any one of the Class 4-A2 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 4-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 4-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 4-A2 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 4-A2
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 4-A2
Certificates on such
Distribution Date pursuant to Section 6.05(d).
21
<PAGE>
CLASS 4-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 4-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 4-A2 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(N).
CLASS 5-A CERTIFICATES: The Class 5-A1 and Class 5-A2
Certificates,
referred to collectively.
CLASS 5-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an
amount
equal to the sum of the Class 5-A1 Interest Accrual Amount and the
Class 5-A2
Interest Accrual Amount.
CLASS 5-A INTEREST SHORTFALL: On any Distribution Date, an amount
equal to
the sum of the Class 5-A1 Shortfall and the Class 5-A2
Shortfall.
CLASS 5-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date,
the lesser of (a) the Class 5-A Principal Balance and (b) the sum
of:
(i) the Class 5-A Percentage of the principal portion of all
Monthly
Payments, whether or not received, which were due on the related
Due Date
on
Group 5 Mortgage Loans which were outstanding as of such Due
Date;
(ii) the Class 5-A Prepayment Percentage of all Principal
Prepayments
made
on Group 5 Mortgage Loans during the related Principal
Prepayment
Period;
(iii) with respect to each Group 5 Mortgage Loan not described in
(iv)
or
(v)below, the Class 5-A Percentage of the principal portion of
all
Insurance Proceeds, condemnation awards and any other cash proceeds
from a
source other than the applicable Mortgagor, to the extent required
to be
deposited in the Collection Account pursuant to Section 5.08, which
were
received during the related Principal Prepayment Period with
respect to any
Group 5 Mortgage Loan, net of related unreimbursed Servicing
Advances and
net
of any portion thereof which, as to any such Mortgage Loan,
constitutes
Late
Collections that have been the subject of an Advance on any
prior
Distribution Date;
(iv) with respect to each Group 5 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal Prepayment
Period,
the
lesser of (A) the Class 5-A Percentage of an amount equal to
the
Principal Balance of such Mortgage Loan (net of any unreimbursed
Advances
with
respect to principal) as of the Due Date immediately preceding
the
date
on which such Mortgage Loan became a Liquidated Mortgage Loan and
(B)
the
Class 5-A Prepayment Percentage of the Net Liquidation Proceeds
with
respect to such Mortgage Loan (net of any unreimbursed
Advances);
(v) with respect to each Group 5 Mortgage Loan repurchased during
the
related Principal Prepayment Period pursuant to Sections 2.02,
3.01, 5.01,
5.21
or 11.01, an amount equal to the Class 5-A Prepayment Percentage
of
the
principal portion of the Purchase Price (net of amounts with
respect to
which a distribution of principal has previously been made to
the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the
excess
of
the Class 5-A Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) - (v) above) over the outstanding principal
balance of the
Group 5 Mortgage Loans, if any, as of the preceding Distribution
Date
(giving effect to any Advances but prior to giving effect to any
Principal
Prepayments received with respect to such Mortgage Loans that have
not been
passed through to the Certificateholders).
22
<PAGE>
CLASS 5-A PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class 5-A Principal Balance by the outstanding
principal balance
of the Mortgage Loans in Group 5, but not more than 100%.
CLASS 5-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and
including the Distribution Date in February 2014, 100%; as of any
Distribution
Date in the first year thereafter, the Class 5-A Percentage plus
70% of the
Class 5-A Subordinated Percentage for such Distribution Date; as of
any
Distribution Date in the second year thereafter, the Class 5-A
Percentage plus
60% of the Class 5-A Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the third year thereafter, the Class 5-A
Percentage
plus 40% of the Class 5-A Subordinated Percentage for such
Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class
5-A Percentage
plus 20% of the Class 5-A Subordinated Percentage for such
Distribution Date;
and as of any Distribution Date after the fourth year thereafter,
the Class 5-A
Percentage; provided that, if any Class 5-A Percentage as of any
such
Distribution Date is greater than the Class 5-A Percentage on the
first
Distribution Date, the Class 5-A Prepayment Percentage shall be
100%; and
provided further, that whenever the Class 5-A Percentage equals 0%,
the Class
5-A Prepayment Percentage shall equal 0%; and provided further that
no reduction
of the Class 5-A Prepayment Percentage below the level in effect
for the most
recent period shall occur with respect to any Distribution Date
unless, as of
the last day of the month preceding such Distribution Date, (i) the
aggregate
outstanding Principal Balance of Mortgage Loans with respect to all
ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or
more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool
I Mortgage
Loans with respect to which the related Mortgaged Property has been
acquired by
the Trust Fund) does not equal or exceed 50% of the related Pool I
Subordinated
Percentage of the outstanding Principal Balance of the Mortgage
Loans with
respect to the related Pool I Mortgage Group as of such date and
(ii) cumulative
Realized Losses with respect to each of the ten Pool I Mortgage
Groups do not
exceed (a) 30% of the related Pool I Original Subordinated
Principal Balance if
such Distribution Date occurs in the year beginning with and
including the
seventh anniversary of the first Distribution Date, (b) 35% of the
related Pool
I Original Subordinated Principal Balance if such Distribution Date
occurs in
the year beginning with and including the eighth anniversary of the
first
Distribution Date, (c) 40% of the related Pool I Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the ninth anniversary of the first Distribution Date, (d)
45% of the
related Pool I Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the tenth
anniversary of the
first Distribution Date, and (e) 50% of the related Pool I Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the eleventh anniversary of the first Distribution
Date or
thereafter, provided, notwithstanding the foregoing, if the
following conditions
are met:
(i)
the Pool I Aggregate Subordinated Percentage is greater than or
equal
to twice such percentage calculated as of the Closing Date;
(ii)
the outstanding Principal Balance of all Mortgage Loans in each
Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans
in
foreclosure, REO property or bankruptcy status), averaged over the
preceding
six-month period, as a percentage of the related Pool I
Subordinated Amount
(without giving effect to any payments on such Distribution Date),
does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans
in each
Pool I Mortgage Group do not exceed, as a percentage of the related
Pool I
Subordinated Amount as of the Closing Date plus the pro rata
portion (based upon
the outstanding Principal Balance of each outstanding Pool I
Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group
for which the
related Class I-A Certificates have been reduced to zero,
23
<PAGE>
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010
Distribution
Date, 30%, then the Class 5-A Prepayment Percentage for such
Distribution Date
will equal:
(i)
for any Distribution Date on or prior to the February 2010
Distribution
Date, the Class 5-A Percentage plus 50% of the Class 5-A
Subordinated
Percentage, or
(ii)
for any Distribution Date after the February 2010 Distribution
Date,
the Class 5-A Percentage.
CLASS 5-A PRINCIPAL
BALANCE: As of any Distribution Date, (a) the Class 5-A
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Class 5-A Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class 5-A Certificates pursuant to Section 6.04);
as adjusted
to reflect any adjustments to the Outstanding Certificate Principal
Balance of
the Class 5-A Certificates as a result of Subsequent Recoveries;
provided that
the Class 5-A Principal Balance on the first Distribution Date will
be the
Original Class 5-A Principal Balance.
CLASS 5-A PRINCIPAL PAYMENT RULES: (A) With respect to any
Distribution
Date prior to the Pool I Credit Support Depletion Date,
distributions to the
Class 5-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(E)
shall be
made, pro rata, to the Class 5-A1 and Class 5-A2 Certificates until
the
Outstanding Certificate Principal Balance of each such Class has
been reduced to
zero.
(B)
With respect to any Distribution Date on or after the Pool I
Credit
Support Depletion Date, distributions otherwise allocated to the
Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(E) shall be
allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and
not in
accordance with the priorities set forth above.
CLASS 5-A SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class 5-A Percentage.
CLASS 5-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date,
the difference between 100% and the Class 5-A Prepayment
Percentage.
CLASS 5-A1 CERTIFICATE: Any one of the Class 5-A1 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 5-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 5-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 5-A1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 5-A1
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 5-A1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
24
<PAGE>
CLASS 5-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 5-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 5-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(O).
CLASS 5-A2 CERTIFICATE: Any one of the Class 5-A2 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 5-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 5-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 5-A2 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 5-A2
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 5-A2
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 5-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 5-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 5-A2 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(P).
CLASS 6-A CERTIFICATES: The Class 6-A1 and Class 6-A2
Certificates,
referred to collectively.
CLASS 6-A INTEREST
ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the Class 6-A1 Interest Accrual Amount and the
Class 6-A2
Interest Accrual Amount.
CLASS 6-A INTEREST SHORTFALL: On any Distribution Date, an amount
equal to
the sum of the Class 6-A1 Shortfall and the Class 6-A2
Shortfall.
CLASS 6-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date,
the lesser of (a) the Class 6-A Principal Balance and (b) the sum
of:
(i) the Class 6-A Percentage of the principal portion of all
Monthly
Payments, whether or not received, which were due on the related
Due Date
on
Group 6 Mortgage Loans which were outstanding as of such Due
Date;
(ii) the Class 6-A Prepayment Percentage of all Principal
Prepayments
made
on Group 6 Mortgage Loans during the related Principal
Prepayment
Period;
(iii) with respect to each Group 6 Mortgage Loan not described in
(iv)
or
(v) below, the Class 6-A Percentage of the principal portion of
all
Insurance Proceeds, condemnation awards and any other cash proceeds
from a
source other than the applicable Mortgagor, to the extent required
to be
deposited in the Collection Account pursuant to Section 5.08, which
were
received during the related Principal Prepayment Period with
respect to any
Group 6 Mortgage Loan, net of related unreimbursed Servicing
Advances and
net
of any portion thereof which, as to any such Mortgage Loan,
constitutes
Late
Collections that have been the subject of an Advance on any
prior
Distribution Date;
(iv) with respect to each Group 6 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal Prepayment
Period,
the
lesser of (A) the Class 6-A Percentage of an amount equal to
the
Principal Balance of such Mortgage Loan (net of any
25
<PAGE>
unreimbursed Advances with respect to principal) as of the Due
Date
immediately preceding the date on which such Mortgage Loan became
a
Liquidated Mortgage Loan and (B) the Class 6-A Prepayment
Percentage of the
Net
Liquidation Proceeds with respect to such Mortgage Loan (net of
any
unreimbursed Advances);
(v) with respect to each Group 6 Mortgage Loan repurchased during
the
related Principal Prepayment Period pursuant to Sections 2.02,
3.01, 5.01,
5.21
or 11.01, an amount equal to the Class 6-A Prepayment Percentage
of
the
principal portion of the Purchase Price (net of amounts with
respect to
which a distribution of principal has previously been made to
the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the
excess
of
the Class 6-A Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) - (v) above) over the outstanding principal
balance of the
Group 6 Mortgage Loans, if any, as of the preceding Distribution
Date
(giving effect to any Advances but prior to giving effect to any
Principal
Prepayments received with respect to such Mortgage Loans that have
not been
passed through to the Certificateholders).
CLASS 6-A PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class 6-A Principal Balance by the outstanding
principal balance
of the Mortgage Loans in Group 6, but not more than 100%.
CLASS 6-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and
including the Distribution Date in February 2014, 100%; as of any
Distribution
Date in the first year thereafter, the Class 6-A Percentage plus
70% of the
Class 6-A Subordinated Percentage for such Distribution Date; as of
any
Distribution Date in the second year thereafter, the Class 6-A
Percentage plus
60% of the Class 6-A Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the third year thereafter, the Class 6-A
Percentage
plus 40% of the Class 6-A Subordinated Percentage for such
Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class
6-A Percentage
plus 20% of the Class 6-A Subordinated Percentage for such
Distribution Date;
and as of any Distribution Date after the fourth year thereafter,
the Class 6-A
Percentage; provided that, if any Class 6-A Percentage as of any
such
Distribution Date is greater than the Class 6-A Percentage on the
first
Distribution Date, the Class 6-A Prepayment Percentage shall be
100%; and
provided further, that whenever the Class 6-A Percentage equals 0%,
the Class
6-A Prepayment Percentage shall equal 0%; and provided further that
no reduction
of the Class 6-A Prepayment Percentage below the level in effect
for the most
recent period shall occur with respect to any Distribution Date
unless, as of
the last day of the month preceding such Distribution Date, (i) the
aggregate
outstanding Principal Balance of Mortgage Loans with respect to all
ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or
more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool
I Mortgage
Loans with respect to which the related Mortgaged Property has been
acquired by
the Trust Fund) does not equal or exceed 50% of the related Pool I
Subordinated
Percentage of the outstanding Principal Balance of the Mortgage
Loans with
respect to the related Pool I Mortgage Group as of such date and
(ii) cumulative
Realized Losses with respect to each of the ten Pool I Mortgage
Groups do not
exceed (a) 30% of the related Pool I Original Subordinated
Principal Balance if
such Distribution Date occurs in the year beginning with and
including the
seventh anniversary of the first Distribution Date, (b) 35% of the
related Pool
I Original Subordinated Principal Balance if such Distribution Date
occurs in
the year beginning with and including the eighth anniversary of the
first
Distribution Date, (c) 40% of the related Pool I Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the ninth anniversary of the first Distribution Date, (d)
45% of the
related Pool I Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the tenth
anniversary of the
first Distribution Date, and (e) 50% of the related Pool I Original
Subordinated
Principal Balance if such
26
<PAGE>
Distribution Date occurs in the year beginning with and including
the eleventh
anniversary of the first Distribution Date or thereafter,
provided,
notwithstanding the foregoing, if the following conditions are
met:
(i)
the Pool I Aggregate Subordinated Percentage is greater than or
equal
to twice such percentage calculated as of the Closing Date;
(ii)
the outstanding Principal Balance of all Mortgage Loans in each
Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans
in
foreclosure, REO property or bankruptcy status), averaged over the
preceding
six-month period, as a percentage of the related Pool I
Subordinated Amount
(without giving effect to any payments on such Distribution Date),
does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans
in each
Pool I Mortgage Group do not exceed, as a percentage of the related
Pool I
Subordinated Amount as of the Closing Date plus the pro rata
portion (based upon
the outstanding Principal Balance of each outstanding Pool I
Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group
for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010
Distribution
Date, 30%,
then the Class 6-A Prepayment Percentage for such Distribution Date
will equal:
(iv)
for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 6-A Percentage plus 50% of the Class
6-A
Subordinated Percentage, or
(v)
for any Distribution Date after the February 2010 Distribution
Date,
the Class 6-A Percentage.
CLASS 6-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class 6-A
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Class 6-A Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class 6-A Certificates pursuant to Section 6.04);
as adjusted
to reflect any adjustments to the Outstanding Certificate Principal
Balance of
the Class 6-A Certificates as a result of Subsequent Recoveries;
provided that
the Class 6-A Principal Balance on the first Distribution Date will
be the
Original Class 6-A Principal Balance.
CLASS 6-A PRINCIPAL PAYMENT RULES: (A) With respect to any
Distribution
Date prior to the Pool I Credit Support Depletion Date,
distributions to the
Class 6-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(F)
shall be
made, pro rata, to the Class 6-A1 and Class 6-A2 Certificates until
the
Outstanding Certificate Principal Balance of each such Class has
been reduced to
zero.
(B) With respect to
any Distribution Date on or after the Pool I Credit
Support Depletion Date, distributions otherwise allocated to the
Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(F) shall be
allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and
not in
accordance with the priorities set forth above.
27
<PAGE>
CLASS 6-A SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class 6-A Percentage.
CLASS 6-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date,
the difference between 100% and the Class 6-A Prepayment
Percentage.
CLASS 6-A1 CERTIFICATE: Any one of the Class 6-A1 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 6-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 6-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 6-A1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 6-A1
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 6-A1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 6-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 6-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 6-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(Q).
CLASS 6-A2 CERTIFICATE: Any one of the Class 6-A2 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 6-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 6-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 6-A2 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 6-A2
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 6-A2
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 6-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 6-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 6-A2 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(R).
CLASS 7-A CERTIFICATES: The Class 7-A1 and Class 7-A2
Certificates,
referred to collectively.
CLASS 7-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an
amount
equal to the sum of the Class 7-A1 Interest Accrual Amount and the
Class 7-A2
Interest Accrual Amount.
CLASS 7-A INTEREST SHORTFALL: On any Distribution Date, an amount
equal to
the sum of the Class 7-A1 Shortfall and the Class 7-A2
Shortfall.
CLASS 7-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date,
the lesser of (a) the Class 7-A Principal Balance and (b) the sum
of:
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<PAGE>
(i) the Class 7-A Percentage of the principal portion of all
Monthly
Payments, whether or not received, which were due on the related
Due Date
on
Group 7 Mortgage Loans which were outstanding as of such Due
Date;
(ii) the Class 7-A Prepayment Percentage of all Principal
Prepayments
made
on Group 7 Mortgage Loans during the related Principal
Prepayment
Period;
(iii) with respect to each Group 7 Mortgage Loan not described in
(iv)
or
(v) below, the Class 7-A Percentage of the principal portion of
all
Insurance Proceeds, condemnation awards and any other cash proceeds
from a
source other than the applicable Mortgagor, to the extent required
to be
deposited in the Collection Account pursuant to Section 5.08, which
were
received during the related Principal Prepayment Period with
respect to any
Group 7 Mortgage Loan, net of related unreimbursed Servicing
Advances and
net
of any portion thereof which, as to any such Mortgage Loan,
constitutes
Late
Collections that have been the subject of an Advance on any
prior
Distribution Date;
(iv) with respect to each Group 7 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal Prepayment
Period,
the
lesser of (A) the Class 7-A Percentage of an amount equal to
the
Principal Balance of such Mortgage Loan (net of any unreimbursed
Advances
with
respect to principal) as of the Due Date immediately preceding
the
date
on which such Mortgage Loan became a Liquidated Mortgage Loan and
(B)
the
Class 7-A Prepayment Percentage of the Net Liquidation Proceeds
with
respect to such Mortgage Loan (net of any unreimbursed
Advances);
(v) with respect to each Group 7 Mortgage Loan repurchased during
the
related Principal Prepayment Period pursuant to Sections 2.02,
3.01, 5.01,
5.21
or 11.01, an amount equal to the Class 7-A Prepayment Percentage
of
the
principal portion of the Purchase Price (net of amounts with
respect to
which a distribution of principal has previously been made to
the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the
excess
of
the Class 7-A Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) - (v) above) over the outstanding principal
balance of the
Group 7 Mortgage Loans, if any, as of the preceding Distribution
Date
(giving effect to any Advances but prior to giving effect to any
Principal
Prepayments received with respect to such Mortgage Loans that have
not been
passed through to the Certificateholders).
CLASS 7-A PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class 7-A Principal Balance by the outstanding
principal balance
of the Mortgage Loans in Group 7, but not more than 100%.
CLASS 7-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and
including the Distribution Date in February 2014, 100%; as of any
Distribution
Date in the first year thereafter, the Class 7-A Percentage plus
70% of the
Class 7-A Subordinated Percentage for such Distribution Date; as of
any
Distribution Date in the second year thereafter, the Class 7-A
Percentage plus
60% of the Class 7-A Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the third year thereafter, the Class 7-A
Percentage
plus 40% of the Class 7-A Subordinated Percentage for such
Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class
7-A Percentage
plus 20% of the Class 7-A Subordinated Percentage for such
Distribution Date;
and as of any Distribution Date after the fourth year thereafter,
the Class 7-A
Percentage; provided that, if any Class 7-A Percentage as of any
such
Distribution Date is greater than the Class 7-A Percentage on the
first
Distribution Date,
29
<PAGE>
the Class 7-A Prepayment Percentage shall be 100%; and provided
further, that
whenever the Class 7-A Percentage equals 0%, the Class 7-A
Prepayment Percentage
shall equal 0%; and provided further that no reduction of the Class
7-A
Prepayment Percentage below the level in effect for the most recent
period shall
occur with respect to any Distribution Date unless, as of the last
day of the
month preceding such Distribution Date, (i) the aggregate
outstanding Principal
Balance of Mortgage Loans with respect to all ten Pool I Mortgage
Groups, each
taken individually, delinquent 60 days or more (including for this
purpose any
Pool I Mortgage Loans in foreclosure and Pool I Mortgage Loans with
respect to
which the related Mortgaged Property has been acquired by the Trust
Fund) does
not equal or exceed 50% of the related Pool I Subordinated
Percentage of the
outstanding Principal Balance of the Mortgage Loans with respect to
the related
Pool I Mortgage Group as of such date and (ii) cumulative Realized
Losses with
respect to each of the ten Pool I Mortgage Groups do not exceed (a)
30% of the
related Pool I Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the seventh
anniversary of the
first Distribution Date, (b) 35% of the related Pool I Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the eighth anniversary of the first Distribution
Date, (c) 40% of
the related Pool I Original Subordinated Principal Balance if such
Distribution
Date occurs in the year beginning with and including the ninth
anniversary of
the first Distribution Date, (d) 45% of the related Pool I Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the tenth anniversary of the first Distribution Date,
and (e) 50%
of the related Pool I Original Subordinated Principal Balance if
such
Distribution Date occurs in the year beginning with and including
the eleventh
anniversary of the first Distribution Date or thereafter,
provided,
notwithstanding the foregoing, if the following conditions are
met:
(i)
the Pool I Aggregate Subordinated Percentage is greater than or
equal
to twice such percentage calculated as of the Closing Date;
(ii)
the outstanding Principal Balance of all Mortgage Loans in each
Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans
in
foreclosure, REO property or bankruptcy status), averaged over the
preceding
six-month period, as a percentage of the related Pool I
Subordinated Amount
(without giving effect to any payments on such Distribution Date),
does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans
in each
Pool I Mortgage Group do not exceed, as a percentage of the related
Pool I
Subordinated Amount as of the Closing Date plus the pro rata
portion (based upon
the outstanding Principal Balance of each outstanding Pool I
Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group
for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010
Distribution
Date, 30%,
then the Class 7-A Prepayment Percentage for such Distribution Date
will equal:
(iv)
for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 7-A Percentage plus 50% of the Class
7-A
Subordinated Percentage, or
(v)
for any Distribution Date after the February 2010 Distribution
Date,
the Class 7-A Percentage.
30
<PAGE>
CLASS 7-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class 7-A
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Class 7-A Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class 7-A Certificates pursuant to Section 6.04);
as adjusted
to reflect any adjustments to the Outstanding Certificate Principal
Balance of
the Class 7-A Certificates as a result of Subsequent Recoveries;
provided that
the Class 7-A Principal Balance on the first Distribution Date will
be the
Original Class 7-A Principal Balance.
CLASS 7-A PRINCIPAL PAYMENT RULES: (A) With respect to any
Distribution
Date prior to the Pool I Credit Support Depletion Date,
distributions to the
Class 7-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(G)
shall be
made, pro rata, to the Class 7-A1 and Class 7-A2 Certificates until
the
Outstanding Certificate Principal Balance of each such Class has
been reduced to
zero.
(B)
With respect to any Distribution Date on or after the Pool I
Credit
Support Depletion Date, distributions otherwise allocated to the
Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(G) shall be
allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and
not in
accordance with the priorities set forth above.
CLASS 7-A SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class 7-A Percentage.
CLASS 7-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date,
the difference between 100% and the Class 7-A Prepayment
Percentage.
CLASS 7-A1 CERTIFICATE: Any one of the Class 7-A1 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 7-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 7-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 7-A1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 7-A1
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 7-A1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 7-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 7-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 7-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(S).
CLASS 7-A2 CERTIFICATE: Any one of the Class 7-A2 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 7-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 7-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 7-A2 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an
31
<PAGE>
Excess Loss allocated to the Class 7-A2 Certificates on such
Distribution Date
pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the
Relief Act allocated to the Class 7-A2 Certificates on such
Distribution Date
pursuant to Section 6.05(d).
CLASS 7-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 7-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 7-A2 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(T).
CLASS 8-A
CERTIFICATES: The Class 8-A1 and Class 8-A2 Certificates,
referred to collectively.
CLASS 8-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an
amount
equal to the sum of the Class 8-A1 Interest Accrual Amount and the
Class 8-A2
Interest Accrual Amount.
CLASS 8-A INTEREST SHORTFALL: On any Distribution Date, an amount
equal to
the sum of the Class 8-A1 Shortfall and the Class 8-A2
Shortfall.
CLASS 8-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date,
the lesser of (a) the Class 8-A Principal Balance and (b) the sum
of:
(i) the Class 8-A Percentage of the principal portion of all
Monthly
Payments, whether or not received, which were due on the related
Due Date
on
Group 8 Mortgage Loans which were outstanding as of such Due
Date;
(ii) the Class 8-A Prepayment Percentage of all Principal
Prepayments
made
on Group 8 Mortgage Loans during the related Principal
Prepayment
Period;
(iii) with respect to each Group 8 Mortgage Loan not described in
(iv)
or
(v) below, the Class 8-A Percentage of the principal portion of
all
Insurance Proceeds, condemnation awards and any other cash proceeds
from a
source other than the applicable Mortgagor, to the extent required
to be
deposited in the Collection Account pursuant to Section 5.08, which
were
received during the related Principal Prepayment Period with
respect to any
Group 8 Mortgage Loan, net of related unreimbursed Servicing
Advances and
net of any portion thereof
which, as to any such Mortgage Loan, constitutes
Late
Collections that have been the subject of an Advance on any
prior
Distribution Date;
(iv) with respect to each Group 8 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal Prepayment
Period,
the
lesser of (A) the Class 8-A Percentage of an amount equal to
the
Principal Balance of such Mortgage Loan (net of any unreimbursed
Advances
with
respect to principal) as of the Due Date immediately preceding
the
date
on which such Mortgage Loan became a Liquidated Mortgage Loan and
(B)
the
Class 8-A Prepayment Percentage of the Net Liquidation Proceeds
with
respect to such Mortgage Loan (net of any unreimbursed
Advances);
(v) with respect to each Group 8 Mortgage Loan repurchased during
the
related Principal Prepayment Period pursuant to Sections 2.02,
3.01, 5.01,
5.21
or 11.01, an amount equal to the Class 8-A Prepayment Percentage
of
the
principal portion of the Purchase Price (net of amounts with
respect to
which a distribution of principal has previously been made to
the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the
excess
of
the Class 8-A Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date
32
<PAGE>
with
respect to the amounts described in (i) - (v) above) over the
outstanding principal balance of the Group 8 Mortgage Loans, if
any, as of
the
preceding Distribution Date (giving effect to any Advances but
prior to
giving effect to any Principal Prepayments received with respect to
such
Mortgage Loans that have not been passed through to the
Certificateholders).
CLASS 8-A PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class 8-A Principal Balance by the outstanding
principal balance
of the Mortgage Loans in Group 8, but not more than 100%.
CLASS 8-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and
including the Distribution Date in February 2014, 100%; as of any
Distribution
Date in the first year thereafter, the Class 8-A Percentage plus
70% of the
Class 8-A Subordinated Percentage for such Distribution Date; as of
any
Distribution Date in the second year thereafter, the Class 8-A
Percentage plus
60% of the Class 8-A Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the third year thereafter, the Class 8-A
Percentage
plus 40% of the Class 8-A Subordinated Percentage for such
Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class
8-A Percentage
plus 20% of the Class 8-A Subordinated Percentage for such
Distribution Date;
and as of any Distribution Date after the fourth year thereafter,
the Class 8-A
Percentage; provided that, if any Class 8-A Percentage as of any
such
Distribution Date is greater than the Class 8-A Percentage on the
first
Distribution Date, the Class 8-A Prepayment Percentage shall be
100%; and
provided further, that whenever the Class 8-A Percentage equals 0%,
the Class
8-A Prepayment Percentage shall equal 0%; and provided further that
no reduction
of the Class 8-A Prepayment Percentage below the level in effect
for the most
recent period shall occur with respect to any Distribution Date
unless, as of
the last day of the month preceding such Distribution Date, (i) the
aggregate
outstanding Principal Balance of Mortgage Loans with respect to all
ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or
more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool
I Mortgage
Loans with respect to which the related Mortgaged Property has been
acquired by
the Trust Fund) does not equal or exceed 50% of the related Pool I
Subordinated
Percentage of the outstanding Principal Balance of the Mortgage
Loans with
respect to the related Pool I Mortgage Group as of such date and
(ii) cumulative
Realized Losses with respect to each of the ten Pool I Mortgage
Groups do not
exceed (a) 30% of the related Pool I Original Subordinated
Principal Balance if
such Distribution Date occurs in the year beginning with and
including the
seventh anniversary of the first Distribution Date, (b) 35% of the
related Pool
I Original Subordinated Principal Balance if such Distribution Date
occurs in
the year beginning with and including the eighth anniversary of the
first
Distribution Date, (c) 40% of the related Pool I Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the ninth anniversary of the first Distribution Date, (d)
45% of the
related Pool I Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the tenth
anniversary of the
first Distribution Date, and (e) 50% of the related Pool I Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the eleventh anniversary of the first Distribution
Date or
thereafter, provided, notwithstanding the foregoing, if the
following conditions
are met:
(i)
the Pool I Aggregate Subordinated Percentage is greater than or
equal
to twice such percentage calculated as of the Closing Date;
(ii)
the outstanding Principal Balance of all Mortgage Loans in each
Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans
in
foreclosure, REO property or bankruptcy status), averaged over the
preceding
six-month period, as a percentage of the related Pool I
Subordinated Amount
(without giving effect to any payments on such Distribution Date),
does not
equal or exceed 50%; and
33
<PAGE>
(iii) cumulative Realized Losses with respect to the Mortgage Loans
in each
Pool I Mortgage Group do not exceed, as a percentage of the related
Pool I
Subordinated Amount as of the Closing Date plus the pro rata
portion (based upon
the outstanding Principal Balance of each outstanding Pool I
Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group
for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010
Distribution
Date, 30%,
then the Class 8-A Prepayment Percentage for such Distribution Date
will equal:
(iv)
for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 8-A Percentage plus 50% of the Class
8-A
Subordinated Percentage, or
(v)
for any Distribution Date after the February 2010 Distribution
Date,
the Class 8-A Percentage.
CLASS 8-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class 8-A
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Class 8-A Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class 8-A Certificates pursuant to Section 6.04);
as adjusted
to reflect any adjustments to the Outstanding Certificate Principal
Balance of
the Class 8-A Certificates as a result of Subsequent Recoveries;
provided that
the Class 8-A Principal Balance on the first Distribution Date will
be the
Original Class 8-A Principal Balance.
CLASS 8-A PRINCIPAL PAYMENT RULES: (A) With respect to any
Distribution
Date prior to the Pool I Credit Support Depletion Date,
distributions to the
Class 8-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(H)
shall be
made, pro rata, to the Class 8-A1 and Class 8-A2 Certificates until
the
Outstanding Certificate Principal Balance of each such Class has
been reduced to
zero.
(B)
With respect to any Distribution Date on or after the Pool I
Credit
Support Depletion Date, distributions otherwise allocated to the
Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(H) shall be
allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and
not in
accordance with the priorities set forth above.
CLASS 8-A SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class 8-A Percentage.
CLASS 8-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date,
the difference between 100% and the Class 8-A Prepayment
Percentage.
CLASS 8-A1 CERTIFICATE: Any one of the Class 8-A1 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 8-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 8-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 8-A1 Certificates on
such
34
<PAGE>
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 8-A1
Certificates
on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest
shortfall resulting from the Relief Act allocated to the Class 8-A1
Certificates
on such Distribution Date pursuant to Section 6.05(d).
CLASS 8-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 8-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 8-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(U).
CLASS 8-A2 CERTIFICATE: Any one of the Class 8-A2 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 8-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 8-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 8-A2 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 8-A2
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 8-A2
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 8-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 8-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 8-A2 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(V).
CLASS 9-A CERTIFICATES: The Class 9-A1 and Class 9-A2
Certificates,
referred to collectively.
CLASS 9-A INTEREST
ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the Class 9-A1 Interest Accrual Amount and the
Class 9-A2
Interest Accrual Amount.
CLASS 9-A INTEREST SHORTFALL: On any Distribution Date, an amount
equal to
the sum of the Class 9-A1 Shortfall and the Class 9-A2
Shortfall.
CLASS 9-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date,
the lesser of (a) the Class 9-A Principal Balance and (b) the sum
of:
(i) the Class 9-A
Percentage of the principal portion of all Monthly
Payments, whether or not received, which were due on the
related
Due Date on Group 9 Mortgage Loans which were outstanding as of
such Due Date;
(ii) the Class 9-A Prepayment Percentage of all Principal
Prepayments
made on Group 9 Mortgage Loans during the related Principal
Prepayment Period;
(iii) with respect to each Group 9 Mortgage Loan not described in
(iv)
or (v)
below, the Class 9-A Percentage of the principal portion
of all Insurance Proceeds, condemnation awards and any other
cash
proceeds from a source other than the applicable Mortgagor, to
the extent required to be deposited in the Collection Account
pursuant to Section 5.08, which were received during the
related
Principal Prepayment Period with respect to any Group 9
Mortgage
Loan, net of related unreimbursed Servicing Advances and net of
any portion thereof which, as to any such Mortgage Loan,
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constitutes Late Collections that have been the subject of an
Advance on any prior Distribution Date;
(iv) with respect to each Group 9 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal
Prepayment
Period, the lesser of (A) the Class 9-A Percentage of an amount
equal to the Principal Balance of such Mortgage Loan (net of
any
unreimbursed Advances with respect to principal) as of the Due
Date immediately preceding the date on which such Mortgage Loan
became a Liquidated Mortgage Loan and (B) the Class 9-A
Prepayment Percentage of the Net Liquidation Proceeds with
respect to such Mortgage Loan (net of any unreimbursed
Advances);
(v) with respect to
each Group 9 Mortgage Loan repurchased during the
related Principal Prepayment Period pursuant to Sections 2.02,
3.01, 5.01, 5.21 or 11.01, an amount equal to the Class 9-A
Prepayment Percentage of the principal portion of the Purchase
Price (net of amounts with respect to which a distribution of
principal has previously been made to the applicable Class A
Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the
excess
of the Class 9-A Principal Balance (calculated after giving
effect to reductions thereof on such Distribution Date with
respect to the amounts described in (i) - (v) above) over the
outstanding principal balance of the Group 9 Mortgage Loans, if
any, as of the preceding Distribution Date (giving effect to
any
Advances but prior to giving effect to any Principal
Prepayments
received with respect to such Mortgage Loans that have not been
passed through to the Certificateholders).
CLASS 9-A PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class 9-A Principal Balance by the outstanding
principal balance
of the Mortgage Loans in Group 9, but not more than 100%.
CLASS 9-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and
including the Distribution Date in February 2014, 100%; as of any
Distribution
Date in the first year thereafter, the Class 9-A Percentage plus
70% of the
Class 9-A Subordinated Percentage for such Distribution Date; as of
any
Distribution Date in the second year thereafter, the Class 9-A
Percentage plus
60% of the Class 9-A Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the third year thereafter, the Class 9-A
Percentage
plus 40% of the Class 9-A Subordinated Percentage for such
Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class
9-A Percentage
plus 20% of the Class 9-A Subordinated Percentage for such
Distribution Date;
and as of any Distribution Date after the fourth year thereafter,
the Class 9-A
Percentage; provided that, if any Class 9-A Percentage as of any
such
Distribution Date is greater than the Class 9-A Percentage on the
first
Distribution Date, the Class 9-A Prepayment Percentage shall be
100%; and
provided further, that whenever the Class 9-A Percentage equals 0%,
the Class
9-A Prepayment Percentage shall equal 0%; and provided further that
no reduction
of the Class 9-A Prepayment Percentage below the level in effect
for the most
recent period shall occur with respect to any Distribution Date
unless, as of
the last day of the month preceding such Distribution Date, (i) the
aggregate
outstanding Principal Balance of Mortgage Loans with respect to all
ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or
more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool
I Mortgage
Loans with respect to which the related Mortgaged Property has been
acquired by
the Trust Fund) does not equal or exceed 50% of the related Pool I
Subordinated
Percentage of the outstanding Principal Balance of the Mortgage
Loans with
respect to the related Pool I Mortgage Group as of such date and
(ii) cumulative
Realized Losses with respect to each of the ten Pool I Mortgage
Groups do not
exceed (a) 30% of the related Pool I Original Subordinated
Principal Balance if
such Distribution Date occurs in the year beginning with and
including
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the seventh anniversary of the first Distribution Date, (b) 35% of
the related
Pool I Original Subordinated Principal Balance if such Distribution
Date occurs
in the year beginning with and including the eighth anniversary of
the first
Distribution Date, (c) 40% of the related Pool I Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the ninth anniversary of the first Distribution Date, (d)
45% of the
related Pool I Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the tenth
anniversary of the
first Distribution Date, and (e) 50% of the related Pool I Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the eleventh anniversary of the first Distribution
Date or
thereafter, provided, notwithstanding the foregoing, if the
following conditions
are met:
(i)
the Pool I Aggregate Subordinated Percentage is greater than or
equal
to twice such percentage calculated as of the Closing Date;
(ii)
the outstanding Principal Balance of all Mortgage Loans in each
Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans
in
foreclosure, REO property or bankruptcy status), averaged over the
preceding
six-month period, as a percentage of the related Pool I
Subordinated Amount
(without giving effect to any payments on such Distribution Date),
does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans
in each
Pool I Mortgage Group do not exceed, as a percentage of the related
Pool I
Subordinated Amount as of the Closing Date plus the pro rata
portion (based upon
the outstanding Principal Balance of each outstanding Pool I
Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group
for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010
Distribution
Date, 30%,
then the Class 9-A Prepayment Percentage for such Distribution Date
will equal:
(iv)
for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 9-A Percentage plus 50% of the Class
9-A
Subordinated Percentage, or
(v)
for any Distribution Date after the February 2010 Distribution
Date,
the Class 9-A Percentage.
CLASS 9-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class 9-A
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Class 9-A Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class 9-A Certificates pursuant to Section 6.04);
as adjusted
to reflect any adjustments to the Outstanding Certificate Principal
Balance of
the Class 9-A Certificates as a result of Subsequent Recoveries;
provided that
the Class 9-A Principal Balance on the first Distribution Date will
be the
Original Class 9-A Principal Balance.
CLASS 9-A PRINCIPAL PAYMENT RULES: (A) With respect to any
Distribution
Date prior to the Pool I Credit Support Depletion Date,
distributions to the
Class 9-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(I)
shall be
made, pro rata, to the Class 9-A1 and Class 9-A2 Certificates until
the
Outstanding Certificate Principal Balance of each such Class has
been reduced to
zero.
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(B)
With respect to any Distribution Date on or after the Pool I
Credit
Support Depletion Date, distributions otherwise allocated to the
Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(I) shall be
allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and
not in
accordance with the priorities set forth above.
CLASS 9-A SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class 9-A Percentage.
CLASS 9-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date,
the difference between 100% and the Class 9-A Prepayment
Percentage.
CLASS 9-A1 CERTIFICATE: Any one of the Class 9-A1 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 9-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 9-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 9-A1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 9-A1
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 9-A1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 9-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 9-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 9-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(W).
CLASS 9-A2 CERTIFICATE: Any one of the Class 9-A2 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class I-M and Class I-B Certificates,
substantially
in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 9-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 9-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 9-A2 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 9-A2
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 9-A2
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 9-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 9-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 9-A2 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(X).
CLASS 10-A CERTIFICATES: The Class 10-A1 and Class 10-A2
Certificates,
referred to collectively.
CLASS 10-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an
amount
equal to the sum of the Class 10-A1 Interest Accrual Amount and the
Class 10-A2
Interest Accrual Amount.
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<PAGE>
CLASS 10-A INTEREST SHORTFALL: On any Distribution Date, an amount
equal to
the sum of the Class 10-A1 Shortfall and the Class 10-A2
Shortfall.
CLASS 10-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date,
the lesser of (a) the Class 10-A Principal Balance and (b) the sum
of:
(i) the Class 10-A
Percentage of the principal portion of all Monthly
Payments, whether or not received, which were due on the
related
Due Date on Group 10 Mortgage Loans which were outstanding as
of
such Due Date;
(ii) the Class 10-A Prepayment Percentage of all Principal
Prepayments
made on Group 10 Mortgage Loans during the related Principal
Prepayment Period;
(iii) with respect to each Group 10 Mortgage Loan not described
in
(iv) or (v) below, the Class 10-A Percentage of the principal
portion of all Insurance Proceeds, condemnation awards and any
other cash proceeds from a source other than the applicable
Mortgagor, to the extent required to be deposited in the
Collection Account pursuant to Section 5.08, which were
received
during the related Principal Prepayment Period with respect to
any Group 10 Mortgage Loan, net of related unreimbursed
Servicing
Advances and net of any portion thereof which, as to any such
Mortgage Loan, constitutes Late Collections that have been the
subject of an Advance on any prior Distribution Date;
(iv) with respect to each Group 10 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal
Prepayment
Period, the lesser of
(A) the Class 10-A Percentage of an amount
equal to the Principal Balance of such Mortgage Loan (net of
any
unreimbursed Advances with respect to principal) as of the Due
Date immediately preceding the date on which such Mortgage Loan
became a Liquidated Mortgage Loan and (B) the Class 10-A
Prepayment Percentage of the Net Liquidation Proceeds with
respect to such Mortgage Loan (net of any unreimbursed
Advances);
(v) with respect to
each Group 10 Mortgage Loan repurchased during
the related Principal Prepayment Period pursuant to Sections
2.02, 3.01, 5.01, 5.21 or 11.01, an amount equal to the Class
10-A Prepayment Percentage of the principal portion of the
Purchase Price (net of amounts with respect to which a
distribution of principal has previously been made to the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the
excess
of the Class 10-A Principal Balance (calculated after giving
effect to reductions thereof on such Distribution Date with
respect to
the amounts described in (i) - (v) above) over the
outstanding principal balance of the Group 10 Mortgage Loans,
if
any, as of the preceding Distribution Date (giving effect to
any
Advances but prior to giving effect to any Principal
Prepayments
received with respect to such Mortgage Loans that have not been
passed through to the Certificateholders).
CLASS 10-A PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class 10-A Principal Balance by the outstanding
principal
balance of the Mortgage Loans in Group 10, but not more than
100%.
CLASS 10-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and
including the Distribution Date in February 2014, 100%; as of any
Distribution
Date in the first year thereafter, the
39
<PAGE>
Class 10-A Percentage plus 70% of the Class 10-A Subordinated
Percentage for
such Distribution Date; as of any Distribution Date in the second
year
thereafter, the Class 10-A Percentage plus 60% of the Class 10-A
Subordinated
Percentage for such Distribution Date; as of any Distribution Date
in the third
year thereafter, the Class 10-A Percentage plus 40% of the Class
10-A
Subordinated Percentage for such Distribution Date; as of any
Distribution Date
in the fourth year thereafter, the Class 10-A Percentage plus 20%
of the Class
10-A Subordinated Percentage for such Distribution Date; and as of
any
Distribution Date after the fourth year thereafter, the Class 10-A
Percentage;
provided that, if any Class 10-A Percentage as of any such
Distribution Date is
greater than the Class 10-A Percentage on the first Distribution
Date, the Class
10-A Prepayment Percentage shall be 100%; and provided further,
that whenever
the Class 10-A Percentage equals 0%, the Class 10-A Prepayment
Percentage shall
equal 0%; and provided further that no reduction of the Class 10-A
Prepayment
Percentage below the level in effect for the most recent period
shall occur with
respect to any Distribution Date unless, as of the last day of the
month
preceding such Distribution Date, (i) the aggregate outstanding
Principal
Balance of Mortgage Loans with respect to all ten Pool I Mortgage
Groups, each
taken individually, delinquent 60 days or more (including for this
purpose any
Pool I Mortgage Loans in foreclosure and Pool I Mortgage Loans with
respect to
which the related Mortgaged Property has been acquired by the Trust
Fund) does
not equal or exceed 50% of the related Pool I Subordinated
Percentage of the
outstanding Principal Balance of the Mortgage Loans with respect to
the related
Pool I Mortgage Group as of such date and (ii) cumulative Realized
Losses with
respect to each of the ten Pool I Mortgage Groups do not exceed (a)
30% of the
related Pool I Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the seventh
anniversary of the
first Distribution Date, (b) 35% of the related Pool I Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the eighth anniversary of the first Distribution
Date, (c) 40% of
the related Pool I Original Subordinated Principal Balance if such
Distribution
Date occurs in the year beginning with and including the ninth
anniversary of
the first Distribution Date, (d) 45% of the related Pool I Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the tenth anniversary of the first Distribution Date,
and (e) 50%
of the related Pool I Original Subordinated Principal Balance if
such
Distribution Date occurs in the year beginning with and including
the eleventh
anniversary of the first Distribution Date or thereafter,
provided,
notwithstanding the foregoing, if the following conditions are
met:
(i)
the Pool I Aggregate Subordinated Percentage is greater than or
equal
to twice such percentage calculated as of the Closing Date;
(ii)
the outstanding Principal Balance of all Mortgage Loans in each
Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans
in
foreclosure, REO property or bankruptcy status), averaged over the
preceding
six-month period, as a percentage of the related Pool I
Subordinated Amount
(without giving effect to any payments on such Distribution Date),
does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans
in each
Pool I Mortgage Group do not exceed, as a percentage of the related
Pool I
Subordinated Amount as of the Closing Date plus the pro rata
portion (based upon
the outstanding Principal Balance of each outstanding Pool I
Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group
for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010
Distribution
Date, 30%,
40
<PAGE>
then the Class 10-A Prepayment Percentage for such Distribution
Date will equal:
(iv)
for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 10-A Percentage plus 50% of the Class
10-A
Subordinated Percentage, or
(v)
for any Distribution Date after the February 2010 Distribution
Date,
the Class 10-A Percentage.
CLASS 10-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class
10-A Principal Balance for the immediately preceding Distribution
Date less (b)
amounts distributed to the Class 10-A Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class 10-A Certificates pursuant to Section 6.04);
as adjusted
to reflect any adjustments to the Outstanding Certificate Principal
Balance of
the Class 10-A Certificates as a result of Subsequent Recoveries;
provided that
the Class 10-A Principal Balance on the first Distribution Date
will be the
Original Class 10-A Principal Balance.
CLASS 10-A PRINCIPAL PAYMENT RULES: (A) With respect to any
Distribution
Date prior to the Pool I Credit Support Depletion Date,
distributions to the
Class 10-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(J)
shall be
made, pro rata, to the Class 10-A1 and Class 10-A2 Certificates
until the
Outstanding Certificate Principal Balance of each such Class has
been reduced to
zero.
(B)
With respect to any Distribution Date on or after the Pool I
Credit
Support Depletion Date, distributions otherwise allocated to the
Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(J) shall be
allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and
not in
accordance with the priorities set forth above.
CLASS 10-A SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class 10-A Percentage.
CLASS 10-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date,
the difference between 100% and the Class 10-A Prepayment
Percentage.
CLASS 10-A1 CERTIFICATE: Any one of the Class 10-A1 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class I-M and Class I-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 10-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 10-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 10-A1 Certificates on
such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
10-A1
Certificates on such Distribution Date pursuant to Section 6.05(c),
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
10-A1 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 10-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 10-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 10-A1 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(Y).
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<PAGE>
CLASS 10-A2 CERTIFICATE: Any one of the Class 10-A2 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class I-M and Class I-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 10-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 10-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 10-A2 Certificates on
such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
10-A2
Certificates on such Distribution Date pursuant to Section 6.05(c),
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
10-A2 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 10-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 10-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 10-A2 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(Z).
CLASS 11-A CERTIFICATES: The Class 11-A1, Class 11-M1, Class 11-S1,
Class
11-L1, Class 11-F1, Class 11-A2, Class 11-A3, Class 11-A4, Class
11-A5, Class
11-M5, Class 11-S5, Class 11-L5, Class 11-F5, Class 11-A6, Class
11-A7, Class
11-A8, Class 11-M8, Class 11-S8, Class 11-L8 and Class 11-F8
Certificates,
referred to collectively.
CLASS 11-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an
amount
equal to the sum of the 11-A1 Interest Accrual Amount, Class 11-M1
Interest
Accrual Amount, Class 11-S1 Interest Accrual Amount, Class 11-L1
Interest
Accrual Amount, Class 11-F1 Interest Accrual Amount, Class 11-A2
Interest
Accrual Amount, Class 11-A3 Interest Accrual Amount, Class 11-A4
Interest
Accrual Amount, Class 11-A5 Interest Accrual Amount, Class 11-M5
Interest
Accrual Amount, Class 11-S5 Interest Accrual Amount, Class 11-L5
Interest
Accrual Amount, Class 11-F5 Interest Accrual Amount, Class 11-A6
Interest
Accrual Amount, Class 11-A7 Interest Accrual Amount, Class 11-A8
Interest
Accrual Amount, Class 11-M8 Interest Accrual Amount, Class 11-S8
Interest
Accrual Amount, Class 11-L8 Interest Accrual Amount and Class 11-F8
Interest
Accrual Amount.
CLASS 11-A INTEREST SHORTFALL: On any Distribution Date, an amount
equal to
the sum of the Class 11-A1 Shortfall, Class 11-M1 Shortfall, Class
11-S1
Shortfall, Class 11-L1 Shortfall, Class 11-F1 Shortfall, Class
11-A2 Shortfall,
Class 11-A3 Shortfall, Class 11-A4 Shortfall, Class 11-A5
Shortfall, Class 11-M5
Shortfall, Class 11-S5 Shortfall, Class 11-L5 Shortfall, Class
11-F5 Shortfall,
Class 11-A6 Shortfall, Class 11-A7 Shortfall, Class 11-A8
Shortfall, Class 11-M8
Shortfall, Class 11-S8 Shortfall, Class 11-L8 Shortfall and Class
11-F8
Shortfall.
CLASS 11-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date,
the lesser of (a) the Class 11-A Principal Balance and (b) the sum
of:
(i) the Class 11-A
Percentage of the principal portion of all
Monthly Payments, whether or not received, which were due on
the
related Due Date on Group 11 Mortgage Loans which were
outstanding as of such Due Date;
(ii) the Class 11-A Prepayment Percentage of all Principal
Prepayments made on Group 11 Mortgage Loans during the related
Principal Prepayment Period;
(iii) with respect to each Group 11 Mortgage Loan not described
in
(iv) or (v) below, the Class 11-A Percentage of the principal
portion of all Insurance Proceeds, condemnation awards and any
other cash proceeds from a source other than the applicable
Mortgagor,
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<PAGE>
to the extent required to be deposited in the Collection
Account pursuant to Section 5.08, which were received during
the related Principal Prepayment Period with respect to any
Group 11 Mortgage Loan, net of related unreimbursed
Servicing Advances and net of any portion thereof which, as
to any such Mortgage Loan, constitutes Late Collections that
have been the subject of an Advance on any prior
Distribution Date;
(iv) with
respect to each Group 11 Mortgage Loan which has become
a Liquidated Mortgage Loan during the related Principal
Prepayment Period, the lesser of (A) the Class 11-A
Percentage of an amount equal to the Principal Balance of
such Mortgage Loan (net of any unreimbursed Advances with
respect to principal) as of the Due Date immediately
preceding the date on which such Mortgage Loan became a
Liquidated Mortgage Loan and (B) the Class 11-A Prepayment
Percentage of the Net Liquidation Proceeds with respect to
such Mortgage Loan (net of any unreimbursed Advances);
(v) with
respect to each Group 11 Mortgage Loan repurchased
during the related Principal Prepayment Period pursuant to
Sections
2.02, 3.01, 5.01, 5.21 or 11.01, an amount equal to
the Class 11-A Prepayment Percentage of the principal
portion of the Purchase Price (net of amounts with respect
to which a distribution of principal has previously been
made to the applicable Class A Certificateholders); and
(vi) on or
after the Pool II Credit Support Depletion Date, the
excess of the Class 11-A Principal Balance (calculated after
giving effect to reductions thereof on such Distribution
Date with respect to the amounts described in (i) - (v)
above) over the outstanding principal balance of the Group
11 Mortgage Loans, if any, as of the preceding Distribution
Date (giving effect to any Advances but prior to giving
effect to any Principal Prepayments received with respect to
such Mortgage Loans that have not been passed through to the
Certificateholders).
CLASS 11-A PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class 11-A Principal Balance by the outstanding
principal
balance of the Mortgage Loans in Group 11, but not more than
100%.
CLASS 11-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and
including the Distribution Date in February 2014, 100%; as of any
Distribution
Date in the first year thereafter, the Class 11-A Percentage plus
70% of the
Class 11-A Subordinated Percentage for such Distribution Date; as
of any
Distribution Date in the second year thereafter, the Class 11-A
Percentage plus
60% of the Class 11-A Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the third year thereafter, the Class 11-A
Percentage
plus 40% of the Class 11-A Subordinated Percentage for such
Distribution Date;
as of any Distribution Date in the fourth year thereafter, the
Class 11-A
Percentage plus 20% of the Class 11-A Subordinated Percentage for
such
Distribution Date; and as of any Distribution Date after the fourth
year
thereafter, the Class 11-A Percentage; provided that, if any Class
11-A
Percentage as of any such Distribution Date is greater than the
Class 11-A
Percentage on the first Distribution Date, the Class 11-A
Prepayment Percentage
shall be 100%; and provided further, that whenever the Class 11-A
Percentage
equals 0%, the Class 11-A Prepayment Percentage shall equal 0%; and
provided
further that no reduction of the Class 11-A Prepayment Percentage
below the
level in effect for the most recent period shall occur with respect
to any
Distribution Date unless, as of the last day of the month preceding
such
Distribution Date, (i) the aggregate outstanding Principal Balance
of Mortgage
Loans with respect to all three Pool II Mortgage Groups, each
taken
individually, delinquent 60 days or more (including for this
purpose any Pool II
Mortgage Loans in foreclosure and Pool II Mortgage Loans with
respect to which
the related Mortgaged Property has been acquired by the Trust Fund)
does not
equal
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<PAGE>
or exceed 50% of the related Pool II Subordinated Percentage of the
outstanding
Principal Balance of the Mortgage Loans with respect to the related
Pool II
Mortgage Pool as of such date and (ii) cumulative Realized Losses
with respect
to each of the three Pool II Mortgage Groups do not exceed (a) 30%
of the
related Pool II Original Subordinated Principal Balance if such
Distribution
Date occurs in the year beginning with and including the seventh
anniversary of
the first Distribution Date, (b) 35% of the related Pool II
Original
Subordinated Principal Balance if such Distribution Date occurs in
the year
beginning with and including the eighth anniversary of the first
Distribution
Date, (c) 40% of the related Pool II Original Subordinated
Principal Balance if
such Distribution Date occurs in the year beginning with and
including the ninth
anniversary of the first Distribution Date, (d) 45% of the related
Pool II
Original Subordinated Principal Balance if such Distribution Date
occurs in the
year beginning with and including the tenth anniversary of the
first
Distribution Date, and (e) 50% of the related Pool II Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the eleventh anniversary of the first Distribution
Date or
thereafter, provided, notwithstanding the foregoing, if the
following conditions
are met:
(i)
the Pool II Aggregate Subordinated Percentage is greater than or
equal
to twice such percentage calculated as of the Closing Date;
(ii)
the outstanding Principal Balance of all Mortgage Loans in each
Pool
II Mortgage Group delinquent 60 days or more (including Mortgage
Loans in
foreclosure, REO property or bankruptcy status), averaged over the
preceding
six-month period, as a percentage of the related Pool II
Subordinated Amount
(without giving effect to any payments on such Distribution Date),
does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans
in each
Pool II Mortgage Group do not exceed, as a percentage of the
related Pool II
Subordinated Amount as of the Closing Date plus the pro rata
portion (based upon
the outstanding Principal Balance of each outstanding Pool II
Certificate Group)
of the Pool II Subordinated Amount for each Pool II Mortgage Group
for which the
related Class II-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010
Distribution
Date, 30%,
then the Class 11-A Prepayment Percentage for such Distribution
Date will equal:
(iv)
for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 11-A Percentage plus 50% of the Class
11-A
Subordinated Percentage, or
(v)
for any Distribution Date after the February 2010 Distribution
Date,
the Class 11-A Percentage.
CLASS 11-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class
11-A Principal Balance for the immediately preceding Distribution
Date less (b)
amounts distributed to the Class 11-A Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class 11-A Certificates pursuant to Section
6.04A); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal
Balance of
the Class 11-A Certificates as a result of Subsequent Recoveries;
provided that
the Class 11-A Principal Balance on the first Distribution Date
will be the
Original Class 11-A Principal Balance.
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<PAGE>
CLASS 11-A PRINCIPAL PAYMENT RULES: (A) With respect to any
Distribution Date prior to the Pool II Credit Support Depletion
Date,
distributions to the Class 11-A Certificateholders pursuant to
Section
6.01A(I)(b)(ii)(A) shall be made to (i) the Class 11-A1 Components
and (ii) the
Class 11-A2 Certificates, pro rata, based upon (i) the aggregate
outstanding
principal balance of the Class 11-A1 Components and (ii) the
Outstanding
Certificate Principal Balance of the Class 11-A2 Certificates, as
follows:
(I)
to Class 11-A1 Component A, Class 11-A1 Component B, Class
11-A1
Component C, Class 11-A1 Component D, Class 11-A1 Component E and
Class 11-A1
Component F, sequentially, as follow:
(a) first, to the Class 11-A1 Component A and Class 11-A1 Component
B,
pro rata, based upon the outstanding principal balances of such
components,
until the principal balance of each such component has been reduced
to zero;
(b) second, sequentially, to the Class 11-A1 Component C, Class
11-A1
Component D, Class 11-A1 Component E and Class 11-A1 Component F,
in that order,
until the principal balance of each such component has been reduced
to zero; and
(II)
to the Class 11-A2 Certificates, until the Outstanding
Certificate
Principal Balance of such Class has been reduced to zero.
(B)
With respect to any Distribution Date on or after the Pool II
Credit
Support Depletion Date, distributions otherwise allocated to the
Class II-A
Certificateholders pursuant to Section 6.01A(I)(b)(ii)(A) shall be
allocated to
the Class II-A Certificateholders pursuant to Section 6.01A(II) and
not in
accordance with the priorities set forth above.
As
set forth in Section 6.01A, and in accordance therewith, each of
the
Class 11-A Certificates (other than the Class 11-A2 Certificates)
will be
entitled to distributions based upon such Class's proportionate
share of amounts
allocated to the Class 11-A1 Components related to such Class
giving effect to
any exchanges with respect to the Class 11-A Certificates, as
follows: (a) on
each Distribution Date that the Outstanding Certificate Principal
Balance of the
Class 11-A1 Certificates is greater than zero, the Class 11-A1
Certificates will
be entitled to receive a proportionate share of the principal
distributions (and
will be allocated a proportionate share of Realized Losses)
allocated to the
Class 11-A1 Component A, Class 11-A1 Component B, Class 11-A1
Component C, Class
11-A1 Component D, Class 11-A1 Component E and Class 11-A1
Component F; (b) on
each Distribution Date that the Outstanding Certificate Principal
Balance of the
Class 11-A3 Certificates is greater than zero, the Class 11-A3
Certificates will
be entitled to receive a proportionate share of the principal
distributions (and
will be allocated a proportionate share of Realized Losses)
allocated to the
Class 11-A1 Component A; (c) on each Distribution Date that the
Outstanding
Certificate Principal Balance of the Class 11-A4 Certificates is
greater than
zero, the Class 11-A4 Certificates will be entitled to receive a
proportionate
share of the principal distributions (and will be allocated a
proportionate
share of Realized Losses) allocated to the Class 11-A1 Component B,
Class 11-A1
Component C and Class 11-A1 Component D; (d) on each Distribution
Date that the
Outstanding Certificate Principal Balance of the Class 11-A5
Certificates is
greater than zero, the Class 11-A5 Certificates will be entitled to
receive a
proportionate share of the principal distributions (and will be
allocated a
proportionate share of Realized Losses) allocated to the Class
11-A1 Component E
and Class 11-A1 Component F; (e) on each Distribution Date that the
Outstanding
Certificate Principal Balance of the Class 11-A6 Certificates is
greater than
zero, the Class 11-A6 Certificates will be entitled to receive a
proportionate
share of the principal distributions (and will be allocated a
proportionate
share of Realized Losses) allocated to the Class 11-A1 Component A,
Class 11-A1
Component B and Class 11-A1 Component C; (f) on each Distribution
Date that the
Outstanding Certificate Principal Balance of the Class 11-A7
Certificates is
greater than zero, the Class 11-A7 Certificates will be entitled to
receive a
proportionate share of the principal distributions (and will be
allocated a
proportionate share of Realized Losses) allocated to the Class
11-A1 Component D
and Class 11-A1 Component E; and (g) on each Distribution Date that
the
Outstanding Certificate Principal Balance of the Class 11-A8
Certificates is
greater than zero, the Class 11-A8 Certificates will be entitled to
receive a
proportionate share of the principal distributions (and will be
allocated a
proportionate share of Realized Losses) allocated to the Class
11-A1 Component
F.
CLASS 11-A SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class 11-A Percentage.
CLASS 11-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date,
the difference between 100% and the Class 11-A Prepayment
Percentage.
CLASS 11-A1 CERTIFICATE: Any one of the Class 11-A1 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-A1 COMPONENT A: That portion of the Class 11-A1
Certificate having
an initial principal balance of $240,557,395.
CLASS 11-A1 COMPONENT B: That portion of the Class 11-A1
Certificate having
an initial principal balance of $83,207,605.
CLASS 11-A1 COMPONENT C: That portion of the Class 11-A1
Certificate having
an initial principal balance of $66,955,000.
CLASS 11-A1 COMPONENT D: That portion of the Class 11-A1
Certificate having
an initial principal balance of $60,356,000.
CLASS 11-A1 COMPONENT E: That portion of the Class 11-A1
Certificate having
an initial principal balance of $22,508,000.
CLASS 11-A1 COMPONENT F: That portion of the Class 11-A1
Certificate having
an initial principal balance of $139,448,000.
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<PAGE>
CLASS 11-A1 COMPONENTS: Each of the Class 11-A1 Component A, Class
11-A1
Component B, Class 11-A1 Component C, Class 11-A1 Component D,
Class 11-A1
Component E or Class 11-A1 Component F, as applicable.
CLASS 11-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 11-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 11-A1 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
11-A1
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
11-A1 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 11-A1 RELATED CERTIFICATES: The Class 11-A Certificates,
collectively, apart from and not including the Class 11-A2
Certificates.
CLASS 11-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 11-A1 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(A).
CLASS 11-M1 CERTIFICATE: Any one of the Class 11-M1 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-M1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 11-M1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 11-M1 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
11-M1
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
11-M1 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 11-M1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-M1 Interest Accrual
Amount over the
amount actually distributed to the Class 11-M1 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(B).
CLASS 11-S1 CERTIFICATE: Any one of the Class 11-S1 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-S1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 11-S1
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 11-S1
Certificates on such Distribution Date pursuant to Section
6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 11-S1 Certificates on such Distribution Date pursuant to
Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 11-S1 Certificates on such Distribution Date pursuant to
Section 6.05A(d).
CLASS 11-S1 NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the Outstanding Certificate Principal Balance of
the Class 11-M1
Certificates.
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<PAGE>
CLASS 11-S1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-S1 Interest Accrual
Amount over the
amount actually distributed to the Class 11-S1 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(C).
CLASS 11-L1 CERTIFICATE: Any one of the Class 11-L1 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-L1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 11-L1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 11-L1 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
11-L1
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
11-L1 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 11-L1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-L1 Interest Accrual
Amount over the
amount actually distributed to the Class 11-L1 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(D).
CLASS 11-F1 CERTIFICATE: Any one of the Class 11-F1 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-F1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 11-F1
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 11-F1
Certificates on such Distribution Date pursuant to Section
6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 11-F1 Certificates on such Distribution Date pursuant to
Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 11-F1 Certificates on such Distribution Date pursuant to
Section 6.05A(d).
CLASS 11-F1 NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the Outstanding Certificate Principal Balance of
the Class 11-L1
Certificates.
CLASS 11-F1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-F1 Interest Accrual
Amount over the
amount actually distributed to the Class 11-F1 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(E).
CLASS 11-A2 CERTIFICATE: Any one of the Class 11-A2 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 11-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 11-A2 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
11-A2
Certificates on such Distribution Date pursuant to
47
<PAGE>
Section 6.05A(c), and (iii) any interest shortfall resulting from
the Relief Act
allocated to the Class 11-A2 Certificates on such Distribution Date
pursuant to
Section 6.05A(d).
CLASS 11-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 11-A2 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(F).
CLASS 11-A3 CERTIFICATE: Any one of the Class 11-A3 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-A3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 11-A3 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 11-A3 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
11-A3
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
11-A3 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 11-A3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-A3 Interest Accrual
Amount over the
amount actually distributed to the Class 11-A3 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(G).
CLASS 11-A4 CERTIFICATE: Any one of the Class 11-A4 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-A4 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 11-A4 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 11-A4 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
11-A4
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
11-A4 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 11-A4 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-A4 Interest Accrual
Amount over the
amount actually distributed to the Class 11-A4 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(H).
CLASS 11-A5 CERTIFICATE: Any one of the Class 11-A5 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-A5 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 11-A5 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 11-A5 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
11-A5
Certificates on such Distribution Date pursuant to
48
<PAGE>
Section 6.05A(c), and (iii) any interest shortfall resulting from
the Relief Act
allocated to the Class 11-A5 Certificates on such Distribution Date
pursuant to
Section 6.05A(d).
CLASS 11-A5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-A5 Interest Accrual
Amount over the
amount actually distributed to the Class 11-A5 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(I).
CLASS 11-M5 CERTIFICATE: Any one of the Class 11-M5 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-M5 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 11-M5 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 11-M5 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
11-M5
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
11-M5 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 11-M5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-M5 Interest Accrual
Amount over the
amount actually distributed to the Class 11-M5 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(J).
CLASS 11-S5 CERTIFICATE: Any one of the Class 11-S5 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-S5 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 11-S5
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 11-S5
Certificates on such Distribution Date pursuant to Section
6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 11-S5 Certificates on such Distribution Date pursuant to
Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 11-S5 Certificates on such Distribution Date pursuant to
Section 6.05A(d).
CLASS 11-S5 NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the Outstanding Certificate Principal Balance of
the Class 11-M5
Certificates.
CLASS 11-S5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-S5 Interest Accrual
Amount over the
amount actually distributed to the Class 11-S5 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(K).
CLASS 11-L5 CERTIFICATE: Any one of the Class 11-L5 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-L5 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 11-L5 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 11-L5 Certificates on
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<PAGE>
such Distribution Date pursuant to Section 6.05A(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the
Class 11-L5
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
11-L5 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 11-L5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-L5 Interest Accrual
Amount over the
amount actually distributed to the Class 11-L5 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(L).
CLASS 11-F5 CERTIFICATE: Any one of the Class 11-F5 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-F5 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 11-F5
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 11-F5
Certificates on such Distribution Date pursuant to Section
6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 11-F5 Certificates on such Distribution Date pursuant to
Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 11-F5 Certificates on such Distribution Date pursuant to
Section 6.05A(d).
CLASS 11-F5 NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the Outstanding Certificate Principal Balance of
the Class 11-L5
Certificates.
CLASS 11-F5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-F5 Interest Accrual
Amount over the
amount actually distributed to the Class 11-F5 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(M).
CLASS 11-A6 CERTIFICATE: Any one of the Class 11-A6 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-A6 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 11-A6 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 11-A6 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
11-A6
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
11-A6 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 11-A6 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-A6 Interest Accrual
Amount over the
amount actually distributed to the Class 11-A6 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(N).
CLASS 11-A7 CERTIFICATE: Any one of the Class 11-A7 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
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CLASS 11-A7 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 11-A7 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 11-A7 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
11-A7
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
11-A7 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 11-A7 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-A7 Interest Accrual
Amount over the
amount actually distributed to the Class 11-A7 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(O).
CLASS 11-A8 CERTIFICATE: Any one of the Class 11-A8 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-A8 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 11-A8 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 11-A8 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
11-A8
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
11-A8 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 11-A8 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-A8 Interest Accrual
Amount over the
amount actually distributed to the Class 11-A8 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(P).
CLASS 11-M8 CERTIFICATE: Any one of the Class 11-M8 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-M8 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 11-M8 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 11-M8 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
11-M8
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
11-M8 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 11-M8 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-M8 Interest Accrual
Amount over the
amount actually distributed to the Class 11-M8 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(Q).
CLASS 11-S8 CERTIFICATE: Any one of the Class 11-S8 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
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CLASS 11-S8 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 11-S8
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 11-S8
Certificates on such Distribution Date pursuant to Section
6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 11-S8 Certificates on such Distribution Date pursuant to
Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 11-S8 Certificates on such Distribution Date pursuant to
Section 6.05A(d).
CLASS 11-S8 NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the Outstanding Certificate Principal Balance of
the Class 11-M8
Certificates.
CLASS 11-S8 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-S8 Interest Accrual
Amount over the
amount actually distributed to the Class 11-S8 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(R).
CLASS 11-L8 CERTIFICATE: Any one of the Class 11-L8 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-L8 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 11-L8 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 11-L8 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
11-L8
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
11-L8 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 11-L8 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-L8 Interest Accrual
Amount over the
amount actually distributed to the Class 11-L8 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(S).
CLASS 11-F8 CERTIFICATE: Any one of the Class 11-F8 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 11-F8 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 11-F8
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 11-F8
Certificates on such Distribution Date pursuant to Section
6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 11-F8 Certificates on such Distribution Date pursuant to
Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 11-F8 Certificates on such Distribution Date pursuant to
Section 6.05A(d).
CLASS 11-F8 NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the Outstanding Certificate Principal Balance of
the Class 11-L8
Certificates.
CLASS 11-F8 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 11-F8 Interest Accrual
Amount over the
amount actually distributed to the Class 11-F8 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(T).
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CLASS 12-A CERTIFICATES: The Class 12-A1, Class 12-A2, Class 12-A3,
Class
12-M3, Class 12-S3, Class 12-L3, Class 12-F3 and Class 12-A4
Certificates,
referred to collectively.
CLASS 12-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an
amount
equal to the sum of the Class 12-A1 Interest Accrual Amount, the
Class 12-A2
Interest Accrual Amount, the Class 12-A3 Interest Accrual Amount,
Class 12-M3
Interest Accrual Amount, Class 12-S3 Interest Accrual Amount, Class
12-L3
Interest Accrual Amount, Class 12-F3 Interest Accrual Amount and
the Class 12-A4
Interest Accrual Amount.
CLASS 12-A INTEREST SHORTFALL: On any Distribution Date, an amount
equal to
the sum of the Class 12-A1 Shortfall, the Class 12-A2 Shortfall,
the Class 12-A3
Shortfall, Class 12-M3, Class 12-S3 Shortfall, Class 12-L3
Shortfall, Class
12-F3 Shortfall and the Class 12-A4 Shortfall.
CLASS 12-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date,
the lesser of (a) the Class 12-A Principal Balance and (b) the sum
of:
(i)
the Class 12-A Percentage of the principal portion of all
Monthly
Payments, whether or not received, which were due on the related
Due Date
on
Group 12 Mortgage Loans which were outstanding as of such Due
Date;
(ii) the Class 12-A Prepayment Percentage of all Principal
Prepayments
made
on Group 12 Mortgage Loans during the related Principal
Prepayment
Period;
(iii) with respect to each Group 12 Mortgage Loan not described
in
(iv)
or (v) below, the Class 12-A Percentage of the principal portion
of
all
Insurance Proceeds, condemnation awards and any other cash
proceeds
from
a source other than the applicable Mortgagor, to the extent
required
to
be deposited in the Collection Account pursuant to Section
5.08,
which were received during the related Principal Prepayment Period
with
respect to any Group 12 Mortgage Loan, net of related
unreimbursed
Servicing Advances and net of any portion thereof which, as to any
such
Mortgage Loan, constitutes Late Collections that have been the
subject of
an
Advance on any prior Distribution Date;
(iv) with respect to each Group 12 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal Prepayment
Period,
the
lesser of (A) the Class 12-A Percentage of an amount equal to
the
Principal Balance of such Mortgage Loan (net of any unreimbursed
Advances
with
respect to principal) as of the Due Date immediately preceding
the
date
on which such Mortgage Loan became a Liquidated Mortgage Loan and
(B)
the
Class 12-A Prepayment Percentage of the Net Liquidation Proceeds
with
respect to such Mortgage Loan (net of any unreimbursed
Advances);
(v) with respect to each Group 12 Mortgage Loan repurchased during
the
related Principal Prepayment Period pursuant to Sections 2.02,
3.01, 5.01,
5.21
or 11.01, an amount equal to the Class 12-A Prepayment Percentage
of
the
principal portion of the Purchase Price (net of amounts with
respect to
which a distribution of principal has previously been made to
the
applicable Class A Certificateholders); and
(vi) on or after the Pool II Credit Support Depletion Date, the
excess
of
the Class 12-A Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) - (v) above) over the outstanding principal
balance of the
Group 12 Mortgage Loans, if any, as of the preceding Distribution
Date
(giving effect to any Advances but prior to giving effect to any
Principal
Prepayments received with respect to
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<PAGE>
such
Mortgage Loans that have not been passed through to the
Certificateholders).
CLASS 12-A PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class 12-A Principal Balance by the outstanding
principal
balance of the Mortgage Loans in Group 12, but not more than
100%.
CLASS 12-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and
including the Distribution Date in February 2014, 100%; as of any
Distribution
Date in the first year thereafter, the Class 12-A Percentage plus
70% of the
Class 12-A Subordinated Percentage for such Distribution Date; as
of any
Distribution Date in the second year thereafter, the Class 12-A
Percentage plus
60% of the Class 12-A Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the third year thereafter, the Class 12-A
Percentage
plus 40% of the Class 12-A Subordinated Percentage for such
Distribution Date;
as of any Distribution Date in the fourth year thereafter, the
Class 12-A
Percentage plus 20% of the Class 12-A Subordinated Percentage for
such
Distribution Date; and as of any Distribution Date after the fourth
year
thereafter, the Class 12-A Percentage; provided that, if any Class
12-A
Percentage as of any such Distribution Date is greater than the
Class 12-A
Percentage on the first Distribution Date, the Class 12-A
Prepayment Percentage
shall be 100%; and provided further, that whenever the Class 12-A
Percentage
equals 0%, the Class 12-A Prepayment Percentage shall equal 0%; and
provided
further that no reduction of the Class 12-A Prepayment Percentage
below the
level in effect for the most recent period shall occur with respect
to any
Distribution Date unless, as of the last day of the month preceding
such
Distribution Date, (i) the aggregate outstanding Principal Balance
of Mortgage
Loans with respect to all three Pool II Mortgage Groups, each
taken
individually, delinquent 60 days or more (including for this
purpose any Pool II
Mortgage Loans in foreclosure and Pool II Mortgage Loans with
respect to which
the related Mortgaged Property has been acquired by the Trust Fund)
does not
equal or exceed 50% of the related Pool II Subordinated Percentage
of the
outstanding Principal Balance of the Mortgage Loans with respect to
the related
Pool II Mortgage Pool as of such date and (ii) cumulative Realized
Losses with
respect to each of the three Pool II Mortgage Groups do not exceed
(a) 30% of
the related Pool II Original Subordinated Principal Balance if such
Distribution
Date occurs in the year beginning with and including the seventh
anniversary of
the first Distribution Date, (b) 35% of the related Pool II
Original
Subordinated Principal Balance if such Distribution Date occurs in
the year
beginning with and including the eighth anniversary of the first
Distribution
Date, (c) 40% of the related Pool II Original Subordinated
Principal Balance if
such Distribution Date occurs in the year beginning with and
including the ninth
anniversary of the first Distribution Date, (d) 45% of the related
Pool II
Original Subordinated Principal Balance if such Distribution Date
occurs in the
year beginning with and including the tenth anniversary of the
first
Distribution Date, and (e) 50% of the related Pool II Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the eleventh anniversary of the first Distribution
Date or
thereafter, provided, notwithstanding the foregoing, if the
following conditions
are met:
(i)
the Pool II Aggregate Subordinated Percentage is greater than or
equal
to twice such percentage calculated as of the Closing Date;
(ii)
the outstanding Principal Balance of all Mortgage Loans in each
Pool
II Mortgage Group delinquent 60 days or more (including Mortgage
Loans in
foreclosure, REO property or bankruptcy status), averaged over the
preceding
six-month period, as a percentage of the related Pool II
Subordinated Amount
(without giving effect to any payments on such Distribution Date),
does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans
in each
Pool II Mortgage Group do not exceed, as a percentage of the
related Pool II
Subordinated Amount as of the Closing Date plus the pro rata
portion (based upon
the outstanding Principal Balance of each outstanding Pool II
54
<PAGE>
Certificate Group) of the Pool II Subordinated Amount for each Pool
II Mortgage
Group for which the related Class II-A Certificates have been
reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010
Distribution
Date, 30%,
then the Class 12-A Prepayment Percentage for such Distribution
Date will equal:
(iv)
for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 12-A Percentage plus 50% of the Class
12-A
Subordinated Percentage, or
(v)
for any Distribution Date after the February 2010 Distribution
Date,
the Class 12-A Percentage.
CLASS 12-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class
12-A Principal Balance for the immediately preceding Distribution
Date less (b)
amounts distributed to the Class 12-A Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class 12-A Certificates pursuant to Section
6.04A); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal
Balance of
the Class 12-A Certificates as a result of Subsequent Recoveries;
provided that
the Class 12-A Principal Balance on the first Distribution Date
will be the
Original Class 12-A Principal Balance.
CLASS 12-A PRINCIPAL PAYMENT RULES: (A) With respect to any
Distribution
Date prior to the Pool II Credit Support Depletion Date,
distributions to the
Class 12-A Certificateholders pursuant to Section
6.01A(I)(b)(ii)(B) shall be
made to the Class 12-A Certificateholders, as follows:
Concurrently:
(I)
95.7791863082%, sequentially, as follows:
(a) first, to the Class 12-A1 Certificates, until the
Outstanding
Certificate Principal Balance of such Class has been reduced to
zero;
(b) second, to the Class 12-A2 Certificates, until the
Outstanding
Certificate Principal Balance of such Class has been reduced to
zero;
(c) third, to the Class 12-A3, Class 12-M3 and Class 12-L3
Certificates, pro rata, based upon their Outstanding Certificate
Principal
Balances, until the Outstanding Certificate Principal Balance of
each such Class
has been reduced to zero; and
(II)
4.2208136918%, to the Class 12-A4 Certificates, until the
Outstanding
Certificate Principal Balance of such Class has been reduced to
zero.
(B) With respect to
any Distribution Date on or after the Pool II Credit
Support Depletion Date, distributions otherwise allocated to the
Class II-A
Certificateholders pursuant to Section 6.01A(I)(b)(ii)(B) shall be
allocated to
the Class II-A Certificateholders pursuant to Section 6.01A(II) and
not in
accordance with the priorities set forth above.
CLASS 12-A SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class 12-A Percentage.
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CLASS 12-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date,
the difference between 100% and the Class 12-A Prepayment
Percentage.
CLASS 12-A1 CERTIFICATE: Any one of the Class 12-A1 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 12-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 12-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 12-A1 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
12-A1
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
12-A1 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 12-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 12-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 12-A1 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(U).
CLASS 12-A2 CERTIFICATE: Any one of the Class 12-A2 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 12-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 12-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 12-A2 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
12-A2
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
12-A2 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 12-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 12-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 12-A2 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(V).
CLASS 12-A3 CERTIFICATE: Any one of the Class 12-A3 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 12-A3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 12-A3 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 12-A3 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
12-A3
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
12-A3 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 12-A3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 12-A3 Interest Accrual
Amount over the
amount actually distributed to the
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<PAGE>
Class 12-A3 Certificateholders on such Distribution Date pursuant
to Section
6.01A(I)(b)(i)(W).
CLASS 12-M3 CERTIFICATE: Any one of the Class 12-M3 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 12-M3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 12-M3 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 12-M3 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
12-M3
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
12-M3 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 12-M3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 12-M3 Interest Accrual
Amount over the
amount actually distributed to the Class 12-M3 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(X).
CLASS 12-S3 CERTIFICATE: Any one of the Class 12-S3 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 12-S3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 12-S3
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 12-S3
Certificates on such Distribution Date pursuant to Section
6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 12-S3 Certificates on such Distribution Date pursuant to
Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 12-S3 Certificates on such Distribution Date pursuant to
Section 6.05A(d).
CLASS 12-S3 NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the Outstanding Certificate Principal Balance of
the Class 12-M3
Certificates.
CLASS 12-S3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 12-S3 Interest Accrual
Amount over the
amount actually distributed to the Class 12-S3 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(Y).
CLASS 12-L3 CERTIFICATE: Any one of the Class 12-L3 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 12-L3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 12-L3 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 12-L3 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
12-L3
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
12-L3 Certificates on such Distribution Date pursuant to Section
6.05A(d).
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CLASS 12-L3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 12-L3 Interest Accrual
Amount over the
amount actually distributed to the Class 12-L3 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(Z).
CLASS 12-F3 CERTIFICATE: Any one of the Class 12-F3 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 12-F3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 12-F3
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 12-F3
Certificates on such Distribution Date pursuant to Section
6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 12-F3 Certificates on such Distribution Date pursuant to
Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 12-F3 Certificates on such Distribution Date pursuant to
Section 6.05A(d).
CLASS 12-F3 NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the Outstanding Certificate Principal Balance of
the Class 12-L3
Certificates.
CLASS 12-F3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 12-F3 Interest Accrual
Amount over the
amount actually distributed to the Class 12-F3 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(AA).
CLASS 12-A4 CERTIFICATE: Any one of the Class 12-A4 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 12-A4 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 12-A4 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 12-A4 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
12-A4
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
12-A4 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 12-A4 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 12-A4 Interest Accrual
Amount over the
amount actually distributed to the Class 12-A4 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(BB).
CLASS 13-A CERTIFICATES: The Class 13-A1, Class 13-A2, Class 13-M2,
Class
13-S2, Class 13-L2, Class 13-F2 and Class 13-A3 Certificates,
referred to
collectively.
CLASS 13-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an
amount
equal to the sum of the Class 13-A1 Interest Accrual Amount, the
Class 13-A2
Interest Accrual Amount, Class 13-M2 Interest Accrual Amount, Class
13-S2
Interest Accrual Amount, Class 13-L2 Interest Accrual Amount, Class
13-F2
Interest Accrual Amount and the Class 13-A3 Interest Accrual
Amount.
CLASS 13-A INTEREST SHORTFALL: On any Distribution Date, an amount
equal to
the sum of the Class 13-A1 Shortfall, the Class 13-A2 Shortfall,
Class 13-M2
Shortfall, Class 13-S2 Shortfall, Class 13-L2 Shortfall, Class
13-F2 Shortfall
and the Class 13-A3 Shortfall.
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CLASS 13-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date,
the lesser of (a) the Class 13-A Principal Balance and (b) the sum
of:
(i) the Class 13-A Percentage of the principal portion of all
Monthly
Payments, whether or not received, which were due on the related
Due Date
on
Group 13 Mortgage Loans which were outstanding as of such Due
Date;
(ii) the Class 13-A Prepayment Percentage of all Principal
Prepayments
made
on Group 13 Mortgage Loans during the related Principal
Prepayment
Period;
(iii) with respect to each Group 13 Mortgage Loan not described
in
below, the Class 13-A Percentage of the principal portion of
all
Insurance Proceeds, condemnation awards and any other cash proceeds
from a
source other than the applicable Mortgagor, to the extent required
to be
deposited in the Collection Account pursuant to Section 5.08,
which were received during the related Principal Prepayment Period
with
respect to any Group 13 Mortgage Loan, net of related
unreimbursed
Servicing Advances and net of any portion thereof which, as to any
such
Mortgage Loan, constitutes Late Collections that have been the
subject of
an
Advance on any prior Distribution Date;
(iv) with respect to each Group 13 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal Prepayment
Period,
the
lesser of (A) the Class 13-A Percentage of an amount equal to
the
Principal Balance of such Mortgage Loan (net of any unreimbursed
Advances
with
respect to principal) as of the Due Date immediately preceding
the
date
on which such Mortgage Loan became a Liquidated Mortgage Loan and
(B)
the
Class 13-A Prepayment Percentage of the Net Liquidation Proceeds
with
respect to such Mortgage Loan (net of any unreimbursed
Advances);
(v) with respect to each Group 13 Mortgage Loan repurchased during
the
related Principal Prepayment Period pursuant to Sections 2.02,
3.01, 5.01,
5.21
or 11.01, an amount equal to the Class 13-A Prepayment Percentage
of
the
principal portion of the Purchase Price (net of amounts with
respect to
which a distribution of principal has previously been made to
the
applicable Class A Certificateholders); and
(vi) on or after the Pool II Credit Support Depletion Date, the
excess
of
the Class 13-A Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) - (v) above) over the outstanding principal
balance of the
Group 13 Mortgage Loans, if any, as of the preceding Distribution
Date
(giving effect to any Advances but prior to giving effect to any
Principal
Prepayments received with respect to such Mortgage Loans that have
not been
passed through to the Certificateholders).
CLASS 13-A PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class 13-A Principal Balance by the outstanding
principal
balance of the Mortgage Loans in Group 13, but not more than
100%.
CLASS 13-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and
including the Distribution Date in February 2014, 100%; as of any
Distribution
Date in the first year thereafter, the Class 13-A Percentage plus
70% of the
Class 13-A Subordinated Percentage for such Distribution Date; as
of any
Distribution Date in the second year thereafter, the Class 13-A
Percentage plus
60% of the Class 13-A Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the third year thereafter, the Class 13-A
Percentage
plus 40% of the Class 13-A Subordinated Percentage for such
Distribution Date;
as of any Distribution Date in the fourth year thereafter, the
Class 13-A
Percentage
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plus 20% of the Class 13-A Subordinated Percentage for such
Distribution Date;
and as of any Distribution Date after the fourth year thereafter,
the Class 13-A
Percentage; provided that, if any Class 13-A Percentage as of any
such
Distribution Date is greater than the Class 13-A Percentage on the
first
Distribution Date, the Class 13-A Prepayment Percentage shall be
100%; and
provided further, that whenever the Class 13-A Percentage equals
0%, the Class
13-A Prepayment Percentage shall equal 0%; and provided further
that no
reduction of the Class 13-A Prepayment Percentage below the level
in effect for
the most recent period shall occur with respect to any Distribution
Date unless,
as of the last day of the month preceding such Distribution Date,
(i) the
aggregate outstanding Principal Balance of Mortgage Loans with
respect to all
three Pool II Mortgage Groups, each taken individually, delinquent
60 days or
more (including for this purpose any Pool II Mortgage Loans in
foreclosure and
Pool II Mortgage Loans with respect to which the related Mortgaged
Property has
been acquired by the Trust Fund) does not equal or exceed 50% of
the related
Pool II Subordinated Percentage of the outstanding Principal
Balance of the
Mortgage Loans with respect to the related Pool II Mortgage Pool as
of such date
and (ii) cumulative Realized Losses with respect to each of the
three Pool II
Mortgage Groups do not exceed (a) 30% of the related Pool II
Original
Subordinated Principal Balance if such Distribution Date occurs in
the year
beginning with and including the seventh anniversary of the first
Distribution
Date, (b) 35% of the related Pool II Original Subordinated
Principal Balance if
such Distribution Date occurs in the year beginning with and
including the
eighth anniversary of the first Distribution Date, (c) 40% of the
related Pool
II Original Subordinated Principal Balance if such Distribution
Date occurs in
the year beginning with and including the ninth anniversary of the
first
Distribution Date, (d) 45% of the related Pool II Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the tenth anniversary of the first Distribution Date,
and (e) 50%
of the related Pool II Original Subordinated Principal Balance if
such
Distribution Date occurs in the year beginning with and including
the eleventh
anniversary of the first Distribution Date or thereafter,
provided,
notwithstanding the foregoing, if the following conditions are
met:
(i)
the Pool II Aggregate Subordinated Percentage is greater than or
equal
to twice such percentage calculated as of the Closing Date;
(ii)
the outstanding Principal Balance of all Mortgage Loans in each
Pool
II Mortgage Group delinquent 60 days or more (including Mortgage
Loans in
foreclosure, REO property or bankruptcy status), averaged over the
preceding
six-month period, as a percentage of the related Pool II
Subordinated Amount
(without giving effect to any payments on such Distribution Date),
does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans
in each
Pool II Mortgage Group do not exceed, as a percentage of the
related Pool II
Subordinated Amount as of the Closing Date plus the pro rata
portion (based upon
the outstanding Principal Balance of each outstanding Pool II
Certificate Group)
of the Pool II Subordinated Amount for each Pool II Mortgage Group
for which the
related Class II-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010
Distribution
Date, 30%,
then the Class 13-A Prepayment Percentage for such Distribution
Date will equal:
(iv)
for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 13-A Percentage plus 50% of the Class
13-A
Subordinated Percentage, or
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(v)
for any Distribution Date after the February 2010 Distribution
Date,
the Class 13-A Percentage.
CLASS 13-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class
13-A Principal Balance for the immediately preceding Distribution
Date less (b)
amounts distributed to the Class 13-A Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class 13-A Certificates pursuant to Section
6.04A); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal
Balance of
the Class 13-A Certificates as a result of Subsequent Recoveries;
provided that
the Class 13-A Principal Balance on the first Distribution Date
will be the
Original Class 13-A Principal Balance.
CLASS 13-A PRINCIPAL PAYMENT RULES: (A) With respect to any
Distribution
Date prior to the Pool II Credit Support Depletion Date,
distributions to the
Class 13-A Certificateholders pursuant to Section
6.01A(I)(b)(ii)(C) shall be
made to the Class 13-A Certificates, as follows:
Concurrently:
(I)
95.7788578274%, sequentially, as follows:
(a) first, to the Class 13-A1 Certificates, until the
Outstanding
Certificate Principal Balance of such Class is reduced to zero;
(b) second, to the Class 13-A2, Class 13-M2 and Class 13-L2
Certificates, pro rata, based upon their Outstanding Certificate
Principal
Balances, until the Outstanding Certificate Principal Balance of
each such Class
has been reduced to zero; and
(II)
4.2211421726%, to the Class 13-A3 Certificates, until the
Outstanding
Certificate Principal Balance of such Class has been reduced to
zero.
(B)
With respect to any Distribution Date on or after the Pool II
Credit
Support Depletion Date, distributions otherwise allocated to the
Class II-A
Certificateholders pursuant to Section 6.01A(I)(b)(ii)(C) shall be
allocated to
the Class II-A Certificateholders pursuant to Section 6.01A(II) and
not in
accordance with the priorities set forth above.
CLASS 13-A SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class 13-A Percentage.
CLASS 13-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date,
the difference between 100% and the Class 13-A Prepayment
Percentage.
CLASS 13-A1 CERTIFICATE: Any one of the Class 13-A1 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 13-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 13-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 13-A1 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
13-A1
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
13-A1 Certificates on such Distribution Date pursuant to Section
6.05A(d).
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CLASS 13-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 13-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 13-A1 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(CC).
CLASS 13-A2 CERTIFICATE: Any one of the Class 13-A2 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 13-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 13-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 13-A2 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
13-A2
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
13-A2 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 13-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 13-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 13-A2 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(DD).
CLASS 13-M2 CERTIFICATE: Any one of the Class 13-M2 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 13-M2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 13-M2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 13-M2 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
13-M2
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
13-M2 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 13-M2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 13-M2 Interest Accrual
Amount over the
amount actually distributed to the Class 13-M2 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(EE).
CLASS 13-S2 CERTIFICATE: Any one of the Class 13-S2 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 13-S2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 13-S2
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 13-S2
Certificates on such Distribution Date pursuant to Section
6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 13-S2 Certificates on such Distribution Date pursuant to
Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 13-S2 Certificates on such Distribution Date pursuant to
Section 6.05A(d).
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CLASS 13-S2 NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the Outstanding Certificate Principal Balance of
the Class 13-M2
Certificates.
CLASS 13-S2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 13-S2 Interest Accrual
Amount over the
amount actually distributed to the Class 13-S2 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(FF).
CLASS 13-L2 CERTIFICATE: Any one of the Class 13-L2 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 13-L2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 13-L2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 13-L2 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
13-L2
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
13-L2 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 13-L2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 13-L2 Interest Accrual
Amount over the
amount actually distributed to the Class 13-L2 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(GG).
CLASS 13-F2 CERTIFICATE: Any one of the Class 13-F2 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 13-F2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 13-F2
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 13-F2
Certificates on such Distribution Date pursuant to Section
6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 13-F2 Certificates on such Distribution Date pursuant to
Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 13-F2 Certificates on such Distribution Date pursuant to
Section 6.05A(d).
CLASS 13-F2 NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the Outstanding Certificate Principal Balance of
the Class 13-L2
Certificates.
CLASS 13-F2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 13-F2 Interest Accrual
Amount over the
amount actually distributed to the Class 13-F2 Certificateholders
on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(HH).
CLASS 13-A3 CERTIFICATE: Any one of the Class 13-A3 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
senior in right of payment to the Class II-M and Class II-B
Certificates,
substantially in the form of the Class A Certificate set forth in
Exhibit C
hereto.
CLASS 13-A3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 13-A3 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 13-A3 Certificates on
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such Distribution Date pursuant to Section 6.05A(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the
Class 13-A3
Certificates on such Distribution Date pursuant to Section
6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
13-A3 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS 13-A3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 13-A3 Interest Accrual
Amount over the
amount actually distributed to the Class 13-A3 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(II).
CLASS A CERTIFICATES: The Class I-A Certificates and the Class
II-A
Certificates, referred to collectively.
CLASS A-R CERTIFICATE: The Class A-R Certificates, executed by
the
Depositor and authenticated by the Trustee (or, if an
Authenticating Agent has
been appointed pursuant to Section 4.06, the Authenticating
Agent),
substantially in the form of the Class A-R Certificate set forth in
Exhibit F
hereto.
CLASS A-R INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class A-R Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class A-R Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class A-R
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class A-R
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS A-R SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class A-R Interest Accrual
Amount over the
amount actually distributed to the Class A-R Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(AA).
CLASS I-A CERTIFICATES: The Class 1-A, Class 2-A, Class 3-A, Class
4-A,
Class 5-A, Class 6-A, Class 7-A, Class 8-A, Class 9-A and Class
10-A
Certificates, referred to collectively.
CLASS I-A PERCENTAGE: As of any Distribution Date, the fraction,
expressed
as a percentage (which shall never exceed 100%), the numerator of
which is the
Class I-A Principal Balance and the denominator of which is the
outstanding
Principal Balance of the Pool I Mortgage Loans as of the
immediately preceding
Due Date.
CLASS I-A PRINCIPAL BALANCE: As of any Distribution Date, the sum
of the
Class 1-A Principal Balance, the Class 2-A Principal Balance, the
Class 3-A
Principal Balance, the Class 4-A Principal Balance, the Class 5-A
Principal
Balance, the Class 6-A Principal Balance, the Class 7-A Principal
Balance, the
Class 8-A Principal Balance, the Class 9-A Principal Balance and
the Class 10-A
Principal Balance.
CLASS II-A CERTIFICATES: The Class 11-A, Class 12-A and Class
13-A
Certificates, referred to collectively.
CLASS II-A PERCENTAGE: As of any Distribution Date, the fraction,
expressed
as a percentage (which shall never exceed 100%), the numerator of
which is the
Class II-A Principal Balance and the denominator of which is the
outstanding
Principal Balance of the Pool II Mortgage Loans as of the
immediately preceding
Due Date.
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CLASS II-A PRINCIPAL BALANCE: As of any Distribution Date, the sum
of the
Class 11-A Principal Balance, the Class 12-A Principal Balance and
the Class
13-A Principal Balance.
CLASS B CERTIFICATES: The Class I-B Certificates and Class II-B
Certificates, referred to collectively.
CLASS I-B CERTIFICATES: The Class I-B1, Class I-B2, Class I-B3,
Class I-B4
and Class I-B5 Certificates, referred to collectively.
CLASS I-B PERCENTAGE: As of any Distribution Date, the difference
between
100% and the sum of (i) the Class I-A Percentage and (ii) the Class
I-M
Percentage for such Distribution Date.
CLASS I-B PRINCIPAL BALANCE: As of any Distribution Date, the
excess of the
Mortgage Pool Principal Balance related to Mortgage Pool I
(together with the
principal portion of any Monthly Payment due on Mortgage Pool I but
not paid
with respect to which an Advance has not been made) over the sum of
(i) the
Class I-A Principal Balance and (ii) the Class I-M Principal
Balance.
CLASS I-B1 CERTIFICATE: Any one of the Class I-B1 Certificates
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent),
subordinated in right of payment to the Class I-A and Class I-M
Certificates,
substantially in the form of the Class B Certificate set forth in
Exhibit E
hereto.
CLASS I-B1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class I-B1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class I-B1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class I-B1
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class I-B1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS I-B1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class I-B1 Interest Accrual
Amount over the
amount actually distributed to the Class I-B1 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(1) (A) and (B).
CLASS I-B2 CERTIFICATE: Any one of the Class I-B2 Certificates
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent),
subordinated in right of payment to the Class I-A, Class I-M and
Class I-B1
Certificates, substantially in the form of the Class B Certificate
set forth in
Exhibit E hereto.
CLASS I-B2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class I-B2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class I-B2 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class I-B2
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class I-B2
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS I-B2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class I-B2 Interest Accrual
Amount over the
amount actually distributed to the Class I-B2 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(2) (A) and (B).
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CLASS I-B3 CERTIFICATE: Any one of the Class I-B3 Certificates
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent),
subordinated in right of payment to the Class I-A, Class I-M, Class
I-B1 and
Class I-B2 Certificates, substantially in the form of the Class B
Certificate
set forth in Exhibit E hereto.
CLASS I-B3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class I-B3 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class I-B3 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class I-B3
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class I-B3
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS I-B3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class I-B3 Interest Accrual
Amount over the
amount actually distributed to the Class I-B3 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(3) (A) and (B).
CLASS I-B4 CERTIFICATE: Any one of the Class I-B4 Certificates
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent),
subordinated in right of payment to the Class I-A, Class I-M, Class
I-B1, Class
I-B2 and Class I-B3 Certificates, substantially in the form of the
Class B
Certificate set forth in Exhibit E hereto.
CLASS I-B4 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class I-B4 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class I-B4 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class I-B4
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class I-B4
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS I-B4 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class I-B4 Interest Accrual
Amount over the
amount actually distributed to the Class I-B4 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(4) (A) and (B).
CLASS I-B5 CERTIFICATE: Any one of the Class I-B5 Certificates
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent),
subordinated in right of payment to the Class I-A, Class I-M, Class
I-B1, Class
I-B2, Class I-B3 and Class I-B4 Certificates, substantially in the
form of the
Class B Certificate set forth in Exhibit E hereto.
CLASS I-B5 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class I-B5 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class I-B5 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class I-B5
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class I-B5
Certificates on such
Distribution Date pursuant to Section 6.05(d).
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CLASS I-B5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class I-B5 Interest Accrual
Amount over the
amount actually distributed to the Class I-B5 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(5) (A) and (B).
CLASS II-B CERTIFICATES: The Class II-B1, Class II-B2, Class II-B3,
Class
II-B4 and Class II-B5 Certificates, referred to collectively.
CLASS II-B PERCENTAGE: As of any Distribution Date, the difference
between
100% and the sum of (i) the Class II-A Percentage and (ii) the
Class II-M
Percentage for such Distribution Date.
CLASS II-B PRINCIPAL BALANCE: As of any Distribution Date, the
excess of
the Mortgage Pool Principal Balance related to Mortgage Pool II
(together with
the principal portion of any Monthly Payment due on Mortgage Pool
II but not
paid with respect to which an Advance has not been made) over the
sum of (i) the
Class II-A Principal Balance and (ii) the Class II-M Principal
Balance.
CLASS II-B1 CERTIFICATE: Any one of the Class II-B1 Certificates
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
subordinated in right of payment to the Class II-A and Class II-M
Certificates,
substantially in the form of the Class B Certificate set forth in
Exhibit E
hereto.
CLASS II-B1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class II-B1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class II-B1 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
II-B1
Certificates on such Distribution Date pursuant to Section 6.05A(c)
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
II-B1 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS II-B1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class II-B1 Interest Accrual
Amount over the
amount actually distributed to the Class II-B1 Certificates on such
Distribution
Date pursuant to Section 6.01A(I)(d)(1) (A) and (B).
CLASS II-B2 CERTIFICATE: Any
one of the Class II-B2 Certificates executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
subordinated in right of payment to the Class II-A, Class II-M and
Class II-B1
Certificates, substantially in the form of the Class B Certificate
set forth in
Exhibit E hereto.
CLASS II-B2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class II-B2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class II-B2 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
II-B2
Certificates on such Distribution Date pursuant to Section 6.05A(c)
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
II-B2 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS II-B2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class II-B2 Interest Accrual
Amount over the
amount actually distributed to the Class II-B2 Certificates on such
Distribution
Date pursuant to Section 6.01A(I)(d)(2) (A) and (B).
CLASS II-B3 CERTIFICATE: Any one of the Class II-B3 Certificates
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to
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Section 4.06, the Authenticating Agent), subordinated in right of
payment to the
Class II-A, Class II-M, Class II-B1 and Class II-B2 Certificates,
substantially
in the form of the Class B Certificate set forth in Exhibit E
hereto.
CLASS II-B3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class II-B3 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class II-B3 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
II-B3
Certificates on such Distribution Date pursuant to Section 6.05A(c)
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
II-B3 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS II-B3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class II-B3 Interest Accrual
Amount over the
amount actually distributed to the Class II-B3 Certificates on such
Distribution
Date pursuant to Section 6.01A(I)(d)(3) (A) and (B).
CLASS II-B4 CERTIFICATE: Any one of the Class II-B4 Certificates
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
subordinated in right of payment to the Class II-A, Class II-M,
Class II-B1,
Class II-B2 and Class II-B3 Certificates, substantially in the form
of the Class
B Certificate set forth in Exhibit E hereto.
CLASS II-B4 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class II-B4 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class II-B4 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
II-B4
Certificates on such Distribution Date pursuant to Section 6.05A(c)
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
II-B4 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS II-B4 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class II-B4 Interest Accrual
Amount over the
amount actually distributed to the Class II-B4 Certificates on such
Distribution
Date pursuant to Section 6.01A(I)(d)(4) (A) and (B).
CLASS II-B5 CERTIFICATE: Any one of the Class II-B5 Certificates
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent),
subordinated in right of payment to the Class II-A, Class II-M,
Class II-B1,
Class II-B2, Class II-B3 and Class II-B4 Certificates,
substantially in the form
of the Class B Certificate set forth in Exhibit E hereto.
CLASS II-B5 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class II-B5 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class II-B5 Certificates on
such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
II-B5
Certificates on such Distribution Date pursuant to Section 6.05A(c)
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
II-B5 Certificates on such Distribution Date pursuant to Section
6.05A(d).
CLASS II-B5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class II-B5 Interest Accrual
Amount over the
amount actually distributed to the Class II-B5 Certificates on such
Distribution
Date pursuant to Section 6.01A(I)(d)(5) (A) and (B).
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CLASS LTI-R INTEREST: The sole residual interest in the Lower-Tier
I REMIC.
CLASS LTII-R INTEREST: The sole residual interest in the Lower-Tier
II
REMIC.
CLASS M CERTIFICATES: The Class I-M Certificates and Class II-M
Certificates, referred to collectively.
CLASS I-M CERTIFICATE: Any one of the Class I-M Certificates
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent),
subordinated in right of payment to the Class I-A Certificates,
substantially in
the form of the Class M Certificate set forth in Exhibit D
hereto.
CLASS I-M INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one (1) month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class I-M Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class I-M Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class I-M
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class I-M
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS I-M PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class I-M Principal Balance by the Mortgage Pool
Principal
Balance related to Mortgage Pool I, but not more than 100%;
provided, however,
that on any Distribution Date on which the Class I-B Percentage
equals 0%, the
Class I-M Percentage shall equal 100% minus the Class I-A
Percentage.
CLASS I-M PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class I-M
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Class I-M Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class I-M Certificates pursuant to Section 6.04);
provided that
the Class I-M Principal Balance on the first Distribution Date
shall be the
Original Class I-M Principal Balance, and provided further that if
the aggregate
Outstanding Certificate Principal Balance of the Class I-B
Certificates has been
reduced to zero, as of any Distribution Date, the Class I-M
Principal Balance
will equal the excess of the Mortgage Pool Principal Balance
related to Mortgage
Pool I (together with the portion of any Monthly Payment due on
Mortgage Pool I
but not paid with respect to which an Advance has not been made)
over the Class
I-A Principal Balance.
CLASS I-M SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of (A) the sum of the Class I-M
Interest Accrual
Amount and any Class I-M Shortfall remaining unpaid for the prior
Distribution
Date over (B) the amount actually distributed to the Class I-M
Certificateholders as interest on such Distribution Date pursuant
to Section
6.01(I)(c) (A) and (B).
CLASS II-M CERTIFICATE: Any one of the Class II-M Certificates
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent),
subordinated in right of payment to the Class II-A Certificates,
substantially
in the form of the Class M Certificate set forth in Exhibit D
hereto.
CLASS II-M INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one (1) month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class II-M Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class II-M Certificates on such
Distribution
Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class II-M
Certificates on such
Distribution Date pursuant to
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Section 6.05A(c) and (iii) any interest shortfall resulting from
the Relief Act
allocated to the Class II-M Certificates on such Distribution Date
pursuant to
Section 6.05A(d).
CLASS II-M PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing the Class II-M Principal Balance by the Mortgage Pool
Principal
Balance related to Mortgage Pool II, but not more than 100%;
provided, however,
that on any Distribution Date on which the Class II-B Percentage
equals 0%, the
Class II-M Percentage shall equal 100% minus the Class II-A
Percentage.
CLASS II-M PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class
II-M Principal Balance for the immediately preceding Distribution
Date less (b)
amounts distributed to the Class II-M Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class II-M Certificates pursuant to Section
6.04A); provided
that the Class II-M Principal Balance on the first Distribution
Date shall be
the Original Class II-M Principal Balance, and provided further
that if the
aggregate Outstanding Certificate Principal Balance of the Class
II-B
Certificates has been reduced to zero, as of any Distribution Date,
the Class
II-M Principal Balance will equal the excess of the Mortgage Pool
Principal
Balance related to Mortgage Pool II (together with the portion of
any Monthly
Payment due on Mortgage Pool II but not paid with respect to which
an Advance
has not been made) over the Class II-A Principal Balance.
CLASS II-M SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of (A) the sum of the Class II-M
Interest Accrual
Amount and any Class II-M Shortfall remaining unpaid for the prior
Distribution
Date over (B) the amount actually distributed to the Class II-M
Certificateholders as interest on such Distribution Date pursuant
to Section
6.01(I)(c) (A) and (B).
CLASS MT-R INTEREST: [Reserved].
CLOSING DATE: February 27, 2007.
CODE: The Internal Revenue Code of 1986, as amended from time to
time, and
any successor statutes thereto, and applicable U.S. Department of
Treasury
temporary or final regulations promulgated thereunder.
COLLECTION ACCOUNT: The account created and maintained pursuant to
Section
5.08.
COMMISSION: The United States Securities and Exchange
Commission.
COMPENSATING INTEREST SHORTFALL: The Pool I Compensating Interest
Shortfall
or the Pool II Compensating Interest Shortfall, as applicable.
COMPONENT: Any of the Class 11-A1 Components.
CO-OP LEASE: With respect to a Co-op Loan, the lease with respect
to a
dwelling unit occupied by the Mortgagor and relating to the stock
allocated to
the related dwelling unit.
CO-OP LOAN: A Mortgage Loan secured by the pledge of stock
allocated to a
dwelling unit in a residential cooperative housing corporation and
a collateral
assignment of the related Co-op Lease.
CUSTODIAN: JPMorgan Chase Bank, N.A., and its permitted successors
in
interest.
CUT-OFF DATE: February 1, 2007.
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DEBT
SERVICE REDUCTION: With respect to any Mortgage Loan, a reduction
in
the scheduled Monthly Payment for such Mortgage Loan by a court of
competent
jurisdiction in a proceeding under the Bankruptcy Code, other than
such a
reduction resulting from a Deficient Valuation.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation
of the
related Mortgaged Property (or stock allocated to a dwelling unit,
in the case
of a Co-op Loan) by a court of competent jurisdiction in an amount
less than the
then outstanding Principal Balance of the Mortgage Loan, which
valuation results
from a proceeding initiated under the Bankruptcy Code.
DEFINITIVE CERTIFICATES: The Certificates referred to in Section
4.01(c).
DEPOSITOR: Chase Mortgage Finance Corporation, a Delaware
corporation, or
its successor in interest or any successor under this Agreement
appointed as
herein provided.
DEPOSITORY: The Depository Trust Company, the nominee of which is
Cede &
Co.
DEPOSITORY AGREEMENT: The agreement referred to in Section
4.01(b).
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time the
Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
DETERMINATION DATE: The sixteenth day of the month in which the
related
Distribution Date occurs (or, if such sixteenth day is not a
Business Day, the
preceding Business Day).
DISCOUNT MORTGAGE LOAN: [Reserved].
DISQUALIFIED ORGANIZATION: An organization referred to in
Section
860E(e)(5) of the Code.
DISTRIBUTION DATE: The 25th day of any month, or if such 25th day
is not a
Business Day, the first Business Day immediately following,
beginning with March
26, 2007.
DUE
DATE: The first day of each month, being the day of the month on
which
each Monthly Payment is due on a Mortgage Loan, exclusive of any
days of grace.
DUE
PERIOD: With respect to any Distribution Date, the period from
the
second day of the month preceding the month in which such
Distribution Date
occurs through the first day of the month in which such
Distribution Date
occurs.
ELIGIBLE ACCOUNT: An account that is (i) maintained with a
depository
institution the long-term unsecured debt obligations of which are
rated by each
Rating Agency in one of its two highest rating categories, or (ii)
maintained
with the corporate trust department of a national bank or banking
corporation
which (a) has a rating of at least Baa3 or P-3 by Moody's and (b)
is either
Chase or is the corporate trust department of a national bank or
banking
corporation which has a rating of at least A-1 by S&P and F1 by
Fitch Ratings,
or (iii) an account or accounts the deposits in which are fully
insured by the
FDIC, or (iv) an account or accounts in a depository institution in
which such
accounts are insured by the FDIC (to the limit established by the
FDIC), the
uninsured deposits in which accounts are otherwise secured such
that, as
evidenced by an Opinion of Counsel delivered to and acceptable to
the Trustee
and each Rating Agency, the Certificateholders have a claim with
respect to the
funds in such account and a perfected first security interest
against any
collateral (which shall be limited to Eligible Investments)
securing such funds
that is superior to claims of any other depositors or creditors of
the
depository
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institution with which such account is maintained, provided,
however, that such
uninsured deposits do not result in the reduction of the ratings
assigned to the
Certificates by the Rating Agencies as evidenced by a letter from
each Rating
Agency or (v) otherwise acceptable to each Rating Agency without
reduction or
withdrawal of the rating of any Class of Certificates, as evidenced
by a letter
from each Rating Agency.
ELIGIBLE INVESTMENTS: One or more of the following:
(i)
obligations of, or guaranteed as to principal and interest by,
the
United States or obligations of any agency or instrumentality
thereof when such
obligations are backed by the full faith and credit of the United
States;
provided that any such obligation held as a "cash flow investment"
within the
meaning of section 860G(a)(6) of the Code shall mature before the
next
Distribution Date;
(ii) repurchase
agreements on obligations specified in clause (i) maturing
not more than two months from the date of acquisition thereof,
provided that the
long-term unsecured obligations of the party agreeing to repurchase
such
obligations are at the time rated by each Rating Agency with its
highest rating
and the short-term debt obligations of the party agreeing to
repurchase are
rated with one of the two highest ratings by Moody's, A-1+ by
S&P and, if rated
by Fitch, F+ by Fitch;
(iii) federal funds, certificates of deposit, time deposits and
bankers'
acceptances (other than bankers' acceptances issued by Chase or any
of its
Affiliates) (which shall each have an original maturity of not more
than 60 days
and, in the case of bankers' acceptances, shall in no event have an
original
maturity of more than 365 days) of any United States depository
institution or
trust company incorporated under the laws of the United States or
any state,
provided that the long-term unsecured debt obligations of such
depository
institution or trust company at the date of acquisition thereof
have been rated
by each Rating Agency with its highest rating and the short-term
obligations of
such depository institution or trust company are rated A-1+ by
S&P, P-1 by
Moody's and, if rated by Fitch, F+ by Fitch;
(iv)
commercial paper (other than commercial paper issued by Chase or
any
of its Affiliates) (having original maturities of not more than 365
days) of any
corporation incorporated under the laws of the United States or any
state
thereof which on the date of acquisition has been rated by each
Rating Agency in
its highest short-term unsecured commercial paper rating category;
provided that
such commercial paper shall have a remaining maturity of not more
than 45 days;
(v) units of taxable money
market funds (including those for which the
Trustee or the Servicer or any Affiliate thereof acts as sponsor,
administrator
or the like and receives compensation with respect to such
investment) which may
be 12b-1 funds, as contemplated under the rules promulgated by the
Commission
under the Investment Company Act of 1940, as amended, and which
funds have been
rated by each Rating Agency in its highest rating category or which
have been
designated in writing by each Rating Agency as Eligible Investments
with respect
to this definition; or
(vi)
other obligations or securities (other than investments or
obligations
of Chase or any of its Affiliates) acceptable to each Rating Agency
rating the
Certificates as an Eligible Investment hereunder and will not
result in a
reduction or withdrawal in the then current rating of any Class of
Certificates,
as evidenced by a letter to such effect from each Rating
Agency;
Provided that no such instrument shall be an Eligible Investment if
such
instrument evidences either (a) a right to receive only interest
payments with
respect to the obligations underlying such instrument, or (b) both
principal and
interest payments derived from obligations underlying such
instrument where the
interest and principal payments with respect to such instrument
provide a yield
to maturity of greater than 120% of the yield to maturity at par of
such
underlying obligations; and provided further that no such
instrument shall be
purchased above par; and provided further that each Eligible
Investment must be
a "permitted investment" within the meaning of Section 860G(a)(5)
of the Code.
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ERISA: The Employee Retirement Income Security Act of 1974, as
amended from
time to time, and any successor statutes thereto, and applicable
U.S. Department
of Labor temporary or final regulations promulgated thereunder.
ERISA QUALIFYING UNDERWRITING: A best efforts or firm
commitment
underwriting or private placement that would satisfy the
requirements of
Prohibited Transaction Exemption 2002-19, 67 Fed. Reg. 14797 (March
28, 2002),
as amended, or any substantially similar administrative exemption
granted by the
U.S. Department of Labor to Chase, except, in relevant part, for
the requirement
that the certificates have received a rating at the time of
acquisition that is
in one of the three (or four, in the case of a "designated
transaction") highest
generic rating categories by at least one of the Rating
Agencies.
ERISA RESTRICTED CERTIFICATE: Any Class I-B3, Class I-B4, Class
I-B5, Class
II-B3, Class II-B4 or Class II-B5 Certificate and any other
Certificate, as long
as the acquisition and holding of such Certificate is not covered
by and exempt
under Prohibited Transaction Exemption 2002-19, 67 Fed. Reg. 14797
(March 28,
2002), as amended, or any substantially similar administrative
exemption granted
by the U.S. Department of Labor to Chase.
ESCROW ACCOUNT: The account or accounts created and maintained
pursuant to
Section 5.10.
ESCROW PAYMENTS: The amounts constituting applicable ground rents,
taxes,
assessments, water rates, Standard Hazard Policy premiums and other
payments
required to be escrowed by the Mortgagor with the mortgagee
pursuant to a
Mortgage Loan.
EVENT OF DEFAULT: Any of the events specified in Section 9.01.
EXCEPTION REPORT: With respect to either Mortgage Pool I or
Mortgage Pool
II, the report of the Custodian or Trustee, as applicable, referred
to in
Section 2.02.
EXCESS LOSSES: The Pool I Excess Bankruptcy Losses, Pool I Excess
Fraud
Losses and Pool I Special Hazard Losses, referred to collectively,
with respect
to Mortgage Pool I or the Pool II Excess Bankruptcy Losses, Pool II
Excess
Fraud Losses and Pool II Special Hazard Losses, referred to
collectively, with
respect to Mortgage Pool II.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.
EXCHANGEABLE CERTIFICATES: The Certificates designated as
Exchangeable
Certificates in Section 4.01 issued or issuable pursuant to the
Trust Agreement
in exchange for the applicable Exchangeable Initial Certificates in
accordance
with the Trust Agreement.
EXCHANGEABLE INITIAL CERTIFICATES: The Class 11-A1, Class 11-A5,
Class
11-A8, Class 12-A3 and Class 13-A2 Certificates.
FDIC: The Federal Deposit Insurance Corporation or any
successor
organization.
FHLMC: The Federal Home Loan Mortgage Corporation or any
successor
organization.
FIDELITY BOND: The fidelity bond and errors and omissions insurance
to be
maintained by the Servicer pursuant to Section 5.19.
FITCH RATINGS: Fitch, Inc. or its successor in interest.
FNMA: The Federal National Mortgage Association, or any
successor
organization.
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FNMA
GUIDES: The FNMA Sellers' Guide and the FNMA Servicers' Guide, and
all
amendments or additions thereto.
GROUP: Any of the Group 1, Group 2, Group 3, Group 4, Group 5,
Group 6,
Group 7, Group 8, Group 9, Group 10, Group 11, Group 12 and Group
13.
GROUP 1: The group consisting of the Group 1 Mortgage Loans.
GROUP 1 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Group 1 Mortgage Loans.
GROUP 1 NET WAC: With respect to any Distribution Date, the
weighted
average of the Net Mortgage Rates of the Group 1 Mortgage Loans as
of the first
day of the calendar month immediately preceding the calendar month
of such
Distribution Date, weighted on the basis of their Scheduled
Principal Balances
as of that date.
GROUP 1 SUBORDINATED AMOUNT: For any Distribution Date, the excess
of the
aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans
over the
aggregate Outstanding Certificate Principal Balance of the Class
1-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date).
GROUP 2: The group consisting of the Group 2 Mortgage Loans.
GROUP 2 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Group 2 Mortgage Loans.
GROUP 2 NET WAC: With respect to any Distribution Date, the
weighted
average of the Net Mortgage Rates of the Group 2 Mortgage Loans as
of the first
day of the calendar month immediately preceding the calendar month
of such
Distribution Date, weighted on the basis of their Scheduled
Principal Balances
as of that date.
GROUP 2 SUBORDINATED AMOUNT: For any Distribution Date, the excess
of the
aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans
over the
aggregate Outstanding Certificate Principal Balance of the Class
2-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date).
GROUP 3: The group consisting of the Group 3 Mortgage Loans.
GROUP 3 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Group 3 Mortgage Loans.
GROUP 3 NET WAC: With respect to any Distribution Date, the
weighted
average of the Net Mortgage Rates of the Group 3 Mortgage Loans as
of the first
day of the calendar month immediately preceding the calendar month
of such
Distribution Date, weighted on the basis of their Scheduled
Principal Balances
as of that date.
GROUP 3 SUBORDINATED AMOUNT: For any Distribution Date, the excess
of the
aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans
over the
aggregate Outstanding Certificate Principal Balance of the Class
3-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date).
GROUP 4: The group consisting of the Group 4 Mortgage Loans.
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GROUP 4 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Group 4 Mortgage Loans.
GROUP 4 NET WAC: With respect to any Distribution Date, the
weighted
average of the Net Mortgage Rates of the Group 4 Mortgage Loans as
of the first
day of the calendar month immediately preceding the calendar month
of such
Distribution Date, weighted on the basis of their Scheduled
Principal Balances
as of that date.
GROUP 4 SUBORDINATED AMOUNT: For any Distribution Date, the excess
of the
aggregate Scheduled Principal Balance of the Group 4 Mortgage Loans
over the
aggregate Outstanding Certificate Principal Balance of the Class
4-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date).
GROUP 5: The group consisting of the Group 5 Mortgage Loans.
GROUP 5 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Group 5 Mortgage Loans.
GROUP 5 NET WAC: With respect to any Distribution Date, the
weighted
average of the Net Mortgage Rates of the Group 5 Mortgage Loans as
of the first
day of the calendar month immediately preceding the calendar month
of such
Distribution Date, weighted on the basis of their Scheduled
Principal Balances
as of that date.
GROUP 5 SUBORDINATED AMOUNT: For any Distribution Date, the excess
of the
aggregate Scheduled Principal Balance of the Group 5 Mortgage Loans
over the
aggregate Outstanding Certificate Principal Balance of the Class
5-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date).
GROUP 6: The group consisting of the Group 6 Mortgage Loans.
GROUP 6 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Group 6 Mortgage Loans.
GROUP 6 NET WAC: With respect to any Distribution Date, the
weighted
average of the Net Mortgage Rates of the Group 6 Mortgage Loans as
of the first
day of the calendar month immediately preceding the calendar month
of such
Distribution Date, weighted on the basis of their Scheduled
Principal Balances
as of that date.
GROUP 6 SUBORDINATED AMOUNT: For any Distribution Date, the excess
of the
aggregate Scheduled Principal Balance of the Group 6 Mortgage Loans
over the
aggregate Outstanding Certificate Principal Balance of the Class
6-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date).
GROUP 7: The group consisting of the Group 7 Mortgage Loans.
GROUP 7 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Group 7 Mortgage Loans.
GROUP 7 NET WAC: With respect to any Distribution Date, the
weighted
average of the Net Mortgage Rates of the Group 7 Mortgage Loans as
of the first
day of the calendar month immediately preceding the calendar month
of such
Distribution Date, weighted on the basis of their Scheduled
Principal Balances
as of that date.
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GROUP 7 SUBORDINATED AMOUNT: For any Distribution Date, the excess
of the
aggregate Scheduled Principal Balance of the Group 7 Mortgage Loans
over the
aggregate Outstanding Certificate Principal Balance of the Class
7-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date).
GROUP 8: The group consisting of the Group 8 Mortgage Loans.
GROUP 8 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Group 8 Mortgage Loans.
GROUP 8 NET WAC: With respect to any Distribution Date, the
weighted
average of the Net Mortgage Rates of the Group 8 Mortgage Loans as
of the first
day of the calendar month immediately preceding the calendar month
of such
Distribution Date, weighted on the basis of their Scheduled
Principal Balances
as of that date.
GROUP 8 SUBORDINATED AMOUNT: For any Distribution Date, the excess
of the
aggregate Scheduled Principal Balance of the Group 8 Mortgage Loans
over the
aggregate Outstanding Certificate Principal Balance of the Class
8-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date).
GROUP 9: The group consisting of the Group 9 Mortgage Loans.
GROUP 9 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Group 9 Mortgage Loans.
GROUP 9 NET WAC: With respect to any Distribution Date, the
weighted
average of the Net Mortgage Rates of the Group 9 Mortgage Loans as
of the first
day of the calendar month immediately preceding the calendar month
of such
Distribution Date, weighted on the basis of their Scheduled
Principal Balances
as of that date.
GROUP 9 SUBORDINATED AMOUNT: For any Distribution Date, the excess
of the
aggregate Scheduled Principal Balance of the Group 9 Mortgage Loans
over the
aggregate Outstanding Certificate Principal Balance of the Class
9-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date).
GROUP 10: The group consisting of the Group 10 Mortgage Loans.
GROUP 10 MORTGAGE
LOANS: Mortgage Loans identified on the Mortgage Loan
Schedule as being Group 10 Mortgage Loans.
GROUP 10 NET WAC: With respect to any Distribution Date, the
weighted
average of the Net Mortgage Rates of the Group 10 Mortgage Loans as
of the first
day of the calendar month immediately preceding the calendar month
of such
Distribution Date, weighted on the basis of their Scheduled
Principal Balances
as of that date.
GROUP 10 SUBORDINATED AMOUNT: For any Distribution Date, the excess
of the
aggregate Scheduled Principal Balance of the Group 10 Mortgage
Loans over the
aggregate Outstanding Certificate Principal Balance of the Class
10-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date).
GROUP 11: The group
consisting of the Group 11 Mortgage Loans.
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GROUP 11 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Group 11 Mortgage Loans.
GROUP 11 NET WAC: With respect to any Distribution Date, the
weighted
average of the Net Mortgage Rates of the Group 11 Mortgage Loans as
of the first
day of the calendar month immediately preceding the calendar month
of such
Distribution Date, weighted on the basis of their Scheduled
Principal Balances
as of that date.
GROUP 11 SUBORDINATED AMOUNT: For any Distribution Date, the excess
of the
aggregate Scheduled Principal Balance of the Group 11 Mortgage
Loans over the
aggregate Outstanding Certificate Principal Balance of the Class
11-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date).
GROUP 12: The group consisting of the Group 12 Mortgage Loans.
GROUP 12 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Group 12 Mortgage Loans.
GROUP 12 NET WAC: With respect to any Distribution Date, the
weighted
average of the Net Mortgage Rates of the Group 12 Mortgage Loans as
of the first
day of the calendar month immediately preceding the calendar month
of such
Distribution Date, weighted on the basis of their Scheduled
Principal Balances
as of that date.
GROUP 12 SUBORDINATED AMOUNT: For any Distribution Date, the excess
of the
aggregate Scheduled Principal Balance of the Group 12 Mortgage
Loans over the
aggregate Outstanding Certificate Principal Balance of the Class
12-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date).
GROUP 13: The group consisting of the Group 13 Mortgage Loans.
GROUP 13 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Group 13 Mortgage Loans.
GROUP 13 NET WAC: With respect to any Distribution Date, the
weighted
average of the Net Mortgage Rates of the Group 13 Mortgage Loans as
of the first
day of the calendar month immediately preceding the calendar month
of such
Distribution Date, weighted on the basis of their Scheduled
Principal Balances
as of that date.
GROUP 13 SUBORDINATED AMOUNT: For any Distribution Date, the excess
of the
aggregate Scheduled Principal Balance of the Group 13 Mortgage
Loans over the
aggregate Outstanding Certificate Principal Balance of the Class
13-A
Certificates (prior to giving effect to distributions to be made on
such
Distribution Date).
INDIRECT PARTICIPANT: A broker, dealer, bank or other financial
institution
or other Person that clears through or maintains a custodial
relationship with a
Depository Participant, either directly or indirectly.
INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to any
insurance
policy covering a Mortgage Loan, net of costs of collecting such
proceeds and
net of amounts released to the Mortgagor or applied to the
restoration of the
Mortgaged Property (or in the underlying Mortgaged Property, in the
case of a
Co-op Loan).
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INSURED EXPENSES: Expenses covered by any insurance policy.
INTEREST ACCRUAL PERIOD: With respect to any Distribution Date and
any
Class of Certificates, the calendar month immediately preceding the
month in
which the related Distribution Date occurs, in each case calculated
on the basis
of a 360-day year of twelve 30-day months.
JPMMAC: J.P. Morgan Mortgage Acquisition Corp., a Delaware
corporation, or
its successor in interest.
LATE
COLLECTIONS: With respect to any Mortgage Loan, all amounts
received
during any Due Period, whether as late payments of Monthly Payments
or as
Liquidation Proceeds, condemnation proceeds, Insurance Proceeds,
Subsequent
Recoveries or with respect to a disposition of a Mortgaged Property
(or stock
allocated to a dwelling unit, in the case of a Co-op Loan) which
has been
acquired by foreclosure or deed in lieu of foreclosure or
otherwise, which
represent late payments or collections of Monthly Payments due but
delinquent
for a previous Due Period and not previously recovered.
LIQUIDATED MORTGAGE LOAN: Any Mortgage Loan (a) as to which the
Servicer
has determined that all amounts which it expects to recover from or
on account
of such Mortgage Loan or property acquired in respect thereof have
been
recovered, (b) as to which a Cash Liquidation has taken place or
(c) with
respect to which the Mortgaged Property (or stock allocated to a
dwelling unit,
in the case of a Co-op Loan) has been acquired by foreclosure or
deed in lieu of
foreclosure and a disposition (the term disposition shall include,
for purposes
of a repurchase pursuant to Section 11.01, any repurchase of a
Mortgaged
Property (or stock allocated to a dwelling unit, in the case of a
Co-op Loan)
pursuant to such Section) of such Mortgaged Property (or stock
allocated to a
dwelling unit, in the case of a Co-op Loan) has occurred.
LIQUIDATION EXPENSES: Expenses which are incurred by the Servicer
or any
Sub-Servicer in connection with the liquidation of any defaulted
Mortgage Loan
or property acquired in respect thereof including, without
limitation, legal
fees and expenses, any unreimbursed amount expended by the Servicer
pursuant to
Sections 5.16 and 5.21 respecting the related Mortgage Loan and any
related and
unreimbursed expenditures for real estate property taxes or for
property
restoration or preservation.
LIQUIDATION PROCEEDS: Cash (including Insurance Proceeds) received
by the
Servicer in connection with the liquidation of any Mortgage Loan or
Mortgaged
Property (or stock allocated to a dwelling unit, in the case of a
Co-op Loan)
acquired in respect thereof, whether through the sale or assignment
of such
Mortgage Loan (other than pursuant to Section 5.21), trustee's
sale, foreclosure
sale or otherwise, or the sale of the Mortgaged Property (or stock
allocated to
a dwelling unit, in the case of a Co-op Loan) if the Mortgaged
Property (or
stock allocated to a dwelling unit, in the case of a Co-op Loan) is
acquired in
satisfaction of the Mortgage Loan other than amounts required to be
paid to the
Mortgagor pursuant to law or the terms of the applicable Mortgage
Note.
LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage, the
numerator
of which is the principal amount of the related Mortgage Loan at
the time of
origination (or, (i) for purposes of Section 5.15, at the time of
determination
and (ii) for purposes of a Mortgage Loan with respect to which a
conversion from
adjustable rate to fixed rate has occurred, at the time of initial
origination)
and the denominator of which is the Appraised Value of the related
Mortgaged
Property (or applicable dwelling unit, in the case of a Co-op Loan)
at the time
of origination or, in the case of a Mortgage Loan financing the
acquisition of
the Mortgaged Property (or applicable dwelling unit, in the case of
a Co-op
Loan), the sales price of the Mortgaged Property (or applicable
dwelling unit,
in the case of a Co-op Loan), if such sales price is less than such
appraised
value; provided however, certain Mortgage Loans financing the
acquisition of a
Mortgaged Property in New York will be based solely on the
appraised value.
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LOWER-TIER I REMIC: The Lower-Tier I REMIC as described in Section
2.04.
LOWER-TIER I REMIC INTEREST: Any one of the Classes of Lower-Tier I
REMIC
Interests described in Section 2.04.
LOWER-TIER I REMIC REGULAR INTEREST: Any one of the Lower-Tier I
REMIC
Interests other than the Class LTI-R Interest.
LOWER-TIER I REMIC SUBORDINATED BALANCE RATIO: The ratio among
the
Uncertificated Principal Balances of each of the Lower-Tier I REMIC
Regular
Interests ending with the designation "A" that is equal to the
ratio among, with
respect to each such Lower-Tier I REMIC Regular Interest, the
excess of (x) the
aggregate Principal Balance of each of the Mortgage Loans in the
related
Mortgage Group over (y) the aggregate class principal amounts of
the Certificate
Group related to such Mortgage Group.
LOWER-TIER II REMIC: The Lower-Tier II REMIC as described in
Section 2.04.
LOWER-TIER II REMIC INTEREST: Any one of the Classes of Lower-Tier
II REMIC
Interests described in Section 2.04.
LOWER-TIER II REMIC REGULAR INTEREST: Any one of the Lower-Tier II
REMIC
Interests other than the Class LTII-R Interest.
LOWER-TIER II REMIC SUBORDINATED BALANCE RATIO: The ratio among
the
Uncertificated Principal Balances of each of the Lower-Tier II
REMIC Regular
Interests ending with the designation "A" that is equal to the
ratio among, with
respect to each such Lower-Tier II REMIC Regular Interest, the
excess of (x) the
aggregate Principal Balance of each of the Mortgage Loans in the
related
Mortgage Group over (y) the aggregate class principal amounts of
the Certificate
Group related to such Mortgage Group.
MERS: Mortgage Electronic Registration Systems, Inc., a
Delaware
corporation, or any successor in interest thereto.
MERS
MORTGAGE LOAN: Any Mortgage Loan as to which the related Mortgage,
or
an Assignment of Mortgage, has been or will be recorded in the name
of MERS or
otherwise assigned to MERS, as agent for the holder from time to
time of the
Mortgage Note.
MIDDLE-TIER REMIC: [Reserved].
MIDDLE-TIER REMIC INTEREST: [Reserved].
MIDDLE-TIER REMIC REGULAR INTEREST: [Reserved].
MODIFIED MORTGAGE LOAN: Any Mortgage Loan which the Servicer has
modified
pursuant to Section 5.01.
MONTHLY PAYMENT: The minimum required monthly payment of principal
and
interest due on a Mortgage Loan as specified in the Mortgage Note
for any Due
Date (before any adjustment to such scheduled amount by reason of
any bankruptcy
or similar proceeding or any moratorium or similar waiver or grace
period).
Monthly Payments shall be deemed due on an Outstanding Mortgage
Loan until such
time as it becomes a Liquidated Mortgage Loan.
MOODY'S: Moody's Investors Service, Inc. or its successor in
interest.
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MORTGAGE: With respect to a
Mortgage Loan that is not a Co-op Loan, the
mortgage, deed of trust or other instrument creating a first lien
or a first
priority ownership interest in an estate in fee simple in real
property securing
a Mortgage Note. With respect to a Co-op Loan, the security
agreement creating a
security interest in the stock allocated to a dwelling unit in a
residential
cooperative housing corporation and pledged to secure such Co-op
Loan and the
related Co-op Lease.
MORTGAGE FILE: As to each Mortgage Loan, the items referred to in
Exhibit B
annexed hereto.
MORTGAGE GROUP: Pertaining to Group 1, Group 2, Group 3, Group 4,
Group 5,
Group 6, Group 7, Group 8, Group 9, Group 10, Group 11, Group 12
and Group 13,
as the case may be.
MORTGAGE LOAN: An individual mortgage loan and all rights with
respect
thereto, evidenced by a Mortgage and a Mortgage Note, sold and
assigned by the
Depositor to the Trustee and which is subject to this Agreement and
included in
the Trust Fund. The Mortgage Loans originally sold and subject to
this Agreement
are identified on the Mortgage Loan Schedule.
MORTGAGE LOAN SCHEDULE: The schedule of Mortgage Loans attached
hereto as
Exhibit A as it may be amended in accordance with Section 3.03,
setting forth
the following information as to each Mortgage Loan: (i) the
Mortgage Loan
identifying number; (ii) the city, state and zip code of the
Mortgaged Property
(or Underlying Mortgaged Property, in the case of a Co-op Loan);
(iii) an
indication of whether the Mortgaged Property (or the related
residential
dwelling unit in the Underlying Mortgaged Property, in the case of
a Co-op Loan)
is owner-occupied; (iv) the property type of the Mortgaged Property
(or the
related residential dwelling unit in the Underlying Mortgaged
Property, in the
case of a Co-op Loan); (v) the original number of months to stated
maturity;
(vi) the number of months remaining to stated maturity from the
Cut-off Date;
(vii) the original Loan-to-Value Ratio; (viii) the original
principal balance of
the Mortgage Loan; (ix) the unpaid principal balance of the
Mortgage Loan as of
the close of business on the Cut-off Date; (x) the Mortgage Rate;
and (xi) the
amount of the current Monthly Payment.
MORTGAGE NOTE: The note or other evidence of the indebtedness of
a
Mortgagor secured by a Mortgage.
MORTGAGE POOL I: The pool of Mortgage Loans set forth on Exhibit
A-1.
MORTGAGE POOL II: The pool of Mortgage Loans set forth on Exhibit
A-2.
MORTGAGE POOL PRINCIPAL BALANCE: As of any date of determination,
the
aggregate of the Principal Balances of each Outstanding Mortgage
Loan on such
date of determination less the principal portion of any Monthly
Payment due but
not paid with respect to which an Advance has not been made,
initially
$3,765,176,872.
MORTGAGED PROPERTY: The property securing a Mortgage Note.
MORTGAGE RATE: With respect to each Mortgage Loan, the per annum
rate of
interest borne by the Mortgage Loan, as specified in the Mortgage
Note. The
Mortgage Rate for any Mortgage Loan shall be zero with respect to
the period
prior to the period during which interest accrues with respect to
such Mortgage
Loan's first Monthly Payment.
MORTGAGOR: The obligor on a Mortgage Note.
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NET
LIQUIDATION PROCEEDS: As to any Liquidated Mortgage Loan,
Liquidation
Proceeds net of Liquidation Expenses.
NET
MORTGAGE RATE: With respect to each Mortgage Loan, a per annum rate
of
interest for the applicable period equal to the Mortgage Rate less
(i) the
Servicing Fee Rate and (ii) in the case of a substitute Mortgage
Loan, any
excess of the Mortgage Rate on the substitute Mortgage Loan over
the Mortgage
Rate on the removed Mortgage Loan.
NON-MERS MORTGAGE LOAN: Any Mortgage Loan other than a MERS
Mortgage Loan.
NONRECOVERABLE ADVANCE: Any Advance previously made or proposed to
be made
in respect of a Mortgage Loan by the Servicer pursuant to Section
6.03 which, in
the good faith judgment of the Servicer, will not or, in the case
of a proposed
Advance, would not, ultimately be recoverable by the Servicer from
Late
Collections or otherwise. The determination by the Servicer that it
has made, or
would be making, a Nonrecoverable Advance shall be evidenced by a
certificate of
a Servicing Officer of the Servicer delivered to the Trustee, any
co-trustee and
the Depositor and detailing the reasons for such determination.
OFFICERS' CERTIFICATE: A certificate signed by two of the Chairman
of the
Board, the Vice Chairman of the Board, the President or a Vice
President, the
Treasurer or the Secretary or one of the Assistant Treasurers or
Assistant
Secretaries or any other duly authorized officer of the Depositor
or the
Servicer, and delivered to the Trustee.
OPINION OF COUNSEL: A written opinion of counsel, who may be
counsel for
the Depositor or the Servicer and who is reasonably acceptable to
the Trustee.
ORIGINAL CERTIFICATE PRINCIPAL BALANCE: With respect to any Class
of
Certificates, the amount specified for such Class or Component in
Section
4.01(d).
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<S>
<C>
ORIGINAL CLASS 1-A PRINCIPAL BALANCE: $620,580,100.
ORIGINAL CLASS 2-A PRINCIPAL BALANCE: $381,258,000.
ORIGINAL CLASS 3-A PRINCIPAL BALANCE: $272,091,000.
ORIGINAL CLASS 4-A PRINCIPAL BALANCE: $116,198,000.
ORIGINAL CLASS 5-A PRINCIPAL BALANCE: $233,342,000.
ORIGINAL CLASS 6-A PRINCIPAL BALANCE: $ 33,092,000.
ORIGINAL CLASS 7-A PRINCIPAL BALANCE: $173,699,000.
ORIGINAL CLASS 8-A PRINCIPAL BALANCE: $431,717,000.
ORIGINAL CLASS 9-A PRINCIPAL BALANCE: $207,379,000.
ORIGINAL CLASS 10-A PRINCIPAL BALANCE: $143,255,000.
</TABLE>
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<TABLE>
<S>
<C>
ORIGINAL CLASS 11-A PRINCIPAL BALANCE: $640,048,000.
ORIGINAL CLASS 12-A PRINCIPAL BALANCE: $188,376,000.
ORIGINAL CLASS 13-A PRINCIPAL BALANCE: $249,577,000.
ORIGINAL CLASS I-M PRINCIPAL BALANCE: $ 13,211,000.
ORIGINAL CLASS II-M PRINCIPAL BALANCE: $ 27,527,000.
ORIGINAL CLASS I-B PRINCIPAL BALANCE: $ 15,850,465.
ORIGINAL CLASS II-B PRINCIPAL BALANCE: $ 17,976,307.
</TABLE>
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE: With respect to any
Class of
Certificates of Certificates or Component (other than the Class
11-S1, Class
11-F1, Class 11-S5, Class 11-F5, Class 11-S8, Class 11-F8, Class
12-S3, Class
12-F3, Class 13-S2 and Class 13-F2 Certificates) and any
Distribution Date, the
Original Certificate Principal Balance of such Class or Component
minus the sum
of (i) any distributions of principal made on such Class or
Component prior to
such Distribution Date and (ii) any Realized Losses allocated to
such Class
prior to such Distribution Date; provided, however, that on any
Distribution
Date on which a Subsequent Recovery is distributed, the Outstanding
Certificate
Principal Balance of any Class of Certificates then outstanding for
which any
Realized Loss has been applied will be increased, in order of
seniority, by an
amount equal to the lesser of (i) the amount the Class of
Certificates has been
reduced by any Realized Losses which have not been previously
offset by any
Subsequent Recovery pursuant to this proviso and (ii) the total
amount of any
Subsequent Recovery with respect to the related Mortgage Pool
distributed on
such date to Certificateholders (as reduced (x) by increases in the
Outstanding
Certificate Principal Balance of more senior Classes of
Certificates relating to
the same Mortgage Pool on such Distribution Date and (y) to reflect
a
proportionate amount of what would (but for this clause (y)) have
been the
increases in the Outstanding Certificate Principal Balance of
Classes of
Certificates relating to the same Mortgage Pool of equal seniority
on such
Distribution Date); provided, further, however, that (I) with
respect to the
Class of Class B Certificates relating to a Mortgage Pool then
outstanding
having the highest numerical class designation, the Outstanding
Certificate
Principal Balance of such Class shall equal the excess of the
Mortgage Pool
Principal Balance of the related Mortgage Pool (together with the
principal
portion of any related Monthly Payment due on such related Mortgage
Pool but not
paid with respect to which an Advance has not been made) over the
sum of the
Outstanding Certificate Principal Balances of all Classes of
Certificates (other
than the Class of the applicable Class B Certificates then
outstanding having
the highest numerical class designation) related to such Mortgage
Pool; and (II)
(a) with respect to Mortgage Pool I, during such time as the
Outstanding
Certificate Principal Balance of the Class I-B1 Certificates equals
zero, with
respect to the Class I-M Certificates, the Outstanding Certificate
Principal
Balance of such Class shall equal the excess of the Mortgage Pool
Principal
Balance related to Mortgage Pool I (together with the principal
portion of any
Monthly Payment due on Mortgage Pool I but not paid with respect to
which an
Advance has not been made) over the sum of the Outstanding
Certificate Principal
Balances of all Class I-A Certificates or (b) with respect to
Mortgage Pool II,
during such time as the Outstanding Certificate Principal Balance
of the Class
II-B1 Certificates equals zero, with respect to the Class II-M
Certificates, the
Outstanding Certificate Principal Balance of such Class shall equal
the excess
of the Mortgage Pool Principal Balance related to Mortgage Pool II
(together
with the principal portion of any Monthly Payment due on Mortgage
Pool II but
not paid with respect to which an Advance has not been made) over
the sum of the
Outstanding Certificate Principal Balances of all Class II-A
Certificates;
provided, however, that the Outstanding Certificate Principal
Balances of the
Exchangeable Initial Certificates and the Exchangeable Certificates
shall vary
based upon which exchanges, if any, have taken place pursuant to
the terms of
Section 3.02 of the Trust Agreement.
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<PAGE>
OUTSTANDING MORTGAGE LOAN: As to any Distribution Date, a Mortgage
Loan
which was not paid in full during the related or any previous
Principal
Prepayment Period, which did not become a Liquidated Mortgage Loan
during the
related or any previous Principal Prepayment Period and which was
not
repurchased under Section 2.02, 3.01, 5.01, 5.21 or 11.01 during
the related or
any previous Principal Prepayment Period.
OVERCOLLATERALIZED GROUP: As defined in Section
6.01(I)(b)(ix)(B).
PASS-THRU ENTITY: A "Pass-Thru Entity" as defined in Section
860E(e)(6) of
the Code.
PAYING AGENT: The Person appointed by the Trustee as Paying Agent
pursuant
to Section 4.05.
PERCENTAGE INTEREST: As to any Certificate, the percentage
interest
evidenced thereby in distributions required to be made hereunder,
such
percentage interest being equal, with respect to any Class, to the
percentage
obtained by dividing the Outstanding Certificate Principal Balance
of such
Certificate by the aggregate of the Outstanding Certificate
Principal Balances
of all the Certificates of such Class and with respect to all
Certificates, the
percentage obtained by dividing the Outstanding Certificate
Principal Balance of
such Certificate by the aggregate of the Outstanding Certificate
Principal
Balances of all Certificates relating to the same Mortgage
Pool.
PERMITTED ACTIVITIES: The primary activities of the Trust created
pursuant
to this Agreement which shall be: (i) holding Mortgage Loans
transferred from
the Depositor and other assets of the Trust Fund, including any
credit
enhancement and passive derivative financial instruments that
pertain to
beneficial interests issued or sold to parties other than the
Depositor, its
Affiliates, or its agents; (ii) issuing certificates and other
interests in the
assets of the Trust Fund; (iii) receiving collections on the
Mortgage Loans and
making payments on such certificates and interests in accordance
with the terms
of this Agreement; and (iv) engaging in other activities that are
necessary or
incidental to accomplish these limited purposes, which activities
cannot be
contrary to the status of the Trust Fund as a qualified special
purpose entity
under existing accounting literature.
PERSON: Any individual, corporation, partnership, limited
liability
company, limited liability partnership, joint venture, association,
joint-stock
company, trust, unincorporated organization or government or any
agency or
political subdivision thereof.
PLAN: As defined in Section 4.02(d)(i).
POOL: Any of Mortgage Pool I or Mortgage Pool II.
POOL
I AGGREGATE SUBORDINATED PERCENTAGE: As defined in Section
6.01(I)(b)(xv)(A).
POOL
I AVAILABLE DISTRIBUTION AMOUNT: As to any Pool I Mortgage Group
or
Pool I Mortgage Groups, on any Distribution Date, an amount equal
to the amount
on deposit in the Collection Account with respect to such Pool I
Mortgage Group
or Pool I Mortgage Groups as of the close of business two Business
Days
immediately preceding the related Distribution Date (but prior to
making any
deposits into the Certificate Account on such date) except:
(a)
amounts received on particular Mortgage Loans in such Pool I
Mortgage
Group or Pool I Mortgage Groups as late payments or other
recoveries of
principal or interest (including any Subsequent Recoveries,
Liquidation
Proceeds, Insurance Proceeds and condemnation awards) and
respecting which the
Servicer previously made an unreimbursed Advance of such
amounts;
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<PAGE>
(b)
reimbursement for Nonrecoverable Advances and other amounts
permitted
to be withdrawn by the Servicer pursuant to Section 5.09 from, or
not required
to be deposited in, the Collection Account attributable, in each
case, to
Mortgage Loans in such Pool I Mortgage Group or Pool I Mortgage
Groups;
(c)
amounts representing the Servicing Fee attributable in each case to
the
Mortgage Loans in such Pool I Mortgage Group or Pool I Mortgage
Groups with
respect to such Distribution Date;
(d)
amounts representing all or part of a Monthly Payment with respect
to a
Mortgage Loan in such Pool I Mortgage Group or Pool I Mortgage
Groups due (i)
after the related Due Period or (ii) on or prior to the Cut-off
Date;
(e)
all Repurchase Proceeds, Principal Prepayments, Liquidation
Proceeds,
Insurance Proceeds, Subsequent Recoveries and condemnation awards
with respect
to Mortgage Loans in such Pool I Mortgage Group or Pool I Mortgage
Groups
received after the related Principal Prepayment Period, and all
related payments
of interest representing interest for any period of time after the
last day of
the related Due Period for such Mortgage Loans; and
(f)
all income from Eligible Investments relating to Mortgage Pool I
held
in the Collection Account for the account of the Servicer.
POOL
I BANKRUPTCY AMOUNT: As of any date of determination,
$150,000.00
minus all Bankruptcy Losses on the Pool I Mortgage Loans, if any,
previously
allocated to the Pool I Certificates in accordance with Section
6.04.
POOL
I CARRY-OVER SUBORDINATED PRINCIPAL AMOUNT: As of any
Distribution
Date, with respect to any Class of Pool I Subordinated
Certificates, an amount,
if any, equal to the amount of principal distributable to such
Class on any
prior Distribution Date that has not been so distributed and is not
attributable
to a Realized Loss.
POOL
I CERTIFICATES: The Class I-A, Class I-M and Class I-B
Certificates,
referred to collectively.
POOL
I CERTIFICATE GROUP: Each of (i) the Class 1-A Certificates,
collectively, (ii) the Class 2-A Certificates, collectively, (iii)
the Class 3-A
Certificates, collectively, (iv) the Class 4-A Certificates,
collectively, (v)
the Class 5-A Certificates, collectively, (vi) the Class 6-A
Certificates,
collectively, (vii) the Class 7-A Certificates, collectively,
(viii) the Class
8-A Certificates, collectively, (ix) the Class 9-A Certificates,
collectively
and (x) the Class 10-A Certificates, collectively.
POOL
I COMPENSATING INTEREST: The meaning specified in Section
6.05(a).
POOL
I COMPENSATING INTEREST SHORTFALL: The meaning specified in
Section
6.05(b).
POOL
I CREDIT SUPPORT: With respect to each Class of Pool I
Subordinated
Certificates (other than the Class I-B5 Certificates), the level of
credit
support supporting such Class, expressed as a percentage of the
aggregate
Outstanding Certificate Principal Balance of all Classes of Pool I
Certificates.
With respect to each Distribution Date, Pool I Credit Support for
each such
Class will equal in each case the percentage, rounded to two
decimal places,
obtained by dividing the aggregate Outstanding Certificate
Principal Balances
immediately prior to such Distribution Date of all Classes of Pool
I
Subordinated Certificates having higher numerical class
designations than such
Class (for this purpose, the Class I-M Certificates shall be deemed
to have a
lower numerical class designation than each Class of Class I-B
84
<PAGE>
Certificates) by the aggregate Outstanding Certificate Principal
Balance of all
Classes of Pool I Certificates immediately prior to such
Distribution Date.
POOL
I CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on
which
the aggregate Outstanding Certificate Principal Balance of the Pool
I
Subordinated Certificates has been or will be reduced to zero.
POOL
I FINAL SCHEDULED DISTRIBUTION DATE: The Distribution Date in
February
2037.
POOL
I FRAUD LOSS: Any Realized Loss or portion thereof sustained by
reason
of a default arising from fraud, dishonesty or misrepresentation in
connection
with the related Pool I Mortgage Loan, including by reason of the
denial of
coverage under any related Primary Insurance Policy.
POOL
I FRAUD LOSS AMOUNT: As of any date of determination after the
Cut-off
Date, an amount (initially, $79,250,176.95) equal to (X) prior to
the third
anniversary of the Cut-off Date, (a) 1.00% of the aggregate
principal balance of
all of the Pool I Mortgage Loans as of the most recent anniversary
of the
Cut-off Date minus (b) the aggregate amounts allocated to the Pool
I
Certificates with respect to Pool I Fraud Losses on the Pool I
Mortgage Loans
since the most recent anniversary of the Cut-off Date up to such
date of
determination, (Y) from the third to (but excluding) the fifth
anniversary of
the Cut-off Date, (a) 0.50% of the aggregate principal balance of
all of the
Pool I Mortgage Loans as of the most recent anniversary of the
Cut-off Date
minus (b) the aggregate amounts allocated to the Pool I
Certificates with
respect to Pool I Fraud Losses on the Pool I Mortgage Loans since
the most
recent anniversary of the Cut-off Date up to such date of
determination and (Z)
on and after the fifth anniversary of the Cut-off Date, zero.
POOL
I EXCESS BANKRUPTCY LOSS: Any Bankruptcy Loss, or portion
thereof,
which exceeds the then applicable Pool I Bankruptcy Amount.
POOL
I EXCESS FRAUD LOSS: Any Fraud Loss, or portion thereof, which
exceeds
the then applicable Pool I Fraud Loss Amount.
POOL
I EXCESS SPECIAL HAZARD LOSS: Any Special Hazard Loss, or
portion
thereof, that exceeds the then applicable Pool I Special Hazard
Amount.
POOL
I MORTGAGE GROUP: Group 1, Group 2, Group 3, Group 4, Group 5,
Group
6, Group 7, Group 8, Group 9 and Group 10, as applicable.
POOL
I ORIGINAL CREDIT SUPPORT: With respect to any Class of Pool I
Subordinated Certificates (other than the Class I-B5 Certificates),
the level of
Pool I Credit Support indicated below:
<TABLE>
<S>
<C>
Class I-M:
0.60%
Class I-B1:
0.40%
Class I-B2:
0.25%
Class I-B3:
0.15%
Class I-B4:
0.10%
</TABLE>
POOL
I ORIGINAL SUBORDINATED PRINCIPAL BALANCE: With respect to any Pool
I
Mortgage Group, the related Pool I Subordinated Amount, as of the
date of
issuance of the Certificates.
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<PAGE>
POOL I SPECIAL HAZARD
AMOUNT: Initially, $26,416,725.65. As of the first
anniversary of the Cut-off Date, the Pool I Special Hazard Amount
shall be
reduced, but not increased, to the lesser of (i) the initial Pool I
Special
Hazard Amount less the sum of all amounts allocated to the Pool I
Subordinated
Certificates in respect of Special Hazard Losses on the Pool I
Mortgage Loans
during such year or (ii) the Adjustment Amount for such
anniversary. As of each
subsequent anniversary of the Cut-off Date, the Pool I Special
Hazard Amount
shall be reduced, but not increased, to the lesser of (i) the Pool
I Special
Hazard Amount on the immediately preceding anniversary of the
Cut-off Date less
the sum of all amounts allocated to the Pool I Subordinated
Certificates in
respect of Special Hazard Losses on the Pool I Mortgage Loans
during such year
and (ii) the Adjustment Amount for such anniversary. The
"Adjustment Amount"
with respect to each anniversary of the Cut-off Date will be equal
to 1.00%
multiplied by the aggregate outstanding Principal Balance of the
Pool I Mortgage
Loans.
POOL
I SUBORDINATED CERTIFICATES: The Class I-M and Class I-B
Certificates,
referred to collectively.
POOL
I SUBORDINATED OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date, the lesser of (a) the aggregate Outstanding
Certificate
Principal Balance of the Pool I Subordinated Certificates (before
giving effect
to any distributions of principal on such Distribution Date) and
(b) (1) the sum
of: (i) the applicable Pool I Subordinated Percentage of the
principal portion
of all Monthly Payments, whether or not received, which were due
during the
related Due Period on Mortgage Loans in the related Pool I Group
which were
outstanding during such Due Period; (ii) the applicable Pool I
Subordinated
Prepayment Percentage of all Principal Prepayments made on related
Mortgage
Loans during the related Principal Prepayment Period; (iii) with
respect to each
Pool I Mortgage Loan not described in (iv) below, the applicable
Pool I
Subordinated Percentage of the principal portion of all Insurance
Proceeds,
condemnation awards and any other cash proceeds from a source other
than the
applicable Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were received
during the
related Principal Prepayment Period, net of related unreimbursed
Servicing
Advances and net of any portion thereof which, as to any such
Mortgage Loan,
constitutes Late Collections that have been the subject of an
Advance on any
prior Distribution Date; (iv) with respect to each Pool I Mortgage
Loan which
has become a Liquidated Mortgage Loan during the related Principal
Prepayment
Period, an amount equal to the portion (if any) of the Net
Liquidation Proceeds
with respect to such Mortgage Loan (net of any unreimbursed
Advances) that was
not included in the Class I-A Optimal Principal Amount with respect
to such
Distribution Date; and (v) with respect to each Mortgage Loan
repurchased or
purchased during the related Principal Prepayment Period pursuant
to Section
2.02, 3.01, 5.01, 5.21 or 11.01, an amount equal to the applicable
Subordinated
Prepayment Percentage of the principal portion of the Purchase
Price (net of
amounts with respect to which a distribution of principal has
previously been
made to the Pool I Subordinated Certificateholders).
POOL
I SUBORDINATED PERCENTAGE: The Class 1-A Subordinated Percentage,
the
Class 2-A Subordinated Percentage, the Class 3-A Subordinated
Percentage, the
Class 4-A Subordinated Percentage, the Class 5-A Subordinated
Percentage, the
Class 6-A Subordinated Percentage, the Class 7-A Subordinated
Percentage, the
Class 8-A Subordinated Percentage, the Class 9-A Subordinated
Percentage or the
Class 10-A Subordinated Percentage, as the case may be.
POOL
I SUBORDINATED PREPAYMENT PERCENTAGE: The Class 1-A
Subordinated
Prepayment Percentage, the Class 2-A Subordinated Prepayment
Percentage, the
Class 3-A Subordinated Prepayment Percentage, the Class 4-A
Subordinated
Prepayment Percentage, the Class 5-A Subordinated Prepayment
Percentage, the
Class 6-A Subordinated Prepayment Percentage, the Class 7-A
Subordinated
Prepayment Percentage, the Class 8-A Subordinated Prepayment
Percentage, the
Class 9-A Subordinated Prepayment Percentage or the Class 10-A
Subordinated
Prepayment Percentage, as the case may be.
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POOL
II AGGREGATE SUBORDINATED PERCENTAGE: As defined in Section
6.01A(I)(b)(viii)(A).
POOL
II AVAILABLE DISTRIBUTION AMOUNT: As to any Pool II Mortgage Group
or
Pool II Mortgage Groups, on any Distribution Date, an amount equal
to the amount
on deposit in the Collection Account with respect to such Pool II
Mortgage Group
or Pool II Mortgage Groups as of the close of business two Business
Days
immediately preceding the related Distribution Date (but prior to
making any
deposits into the Certificate Account on such date) except:
(a)
amounts received on particular Mortgage Loans in such Pool II
Mortgage
Group or Pool II Mortgage Groups as late payments or other
recoveries of
principal or interest (including any Subsequent Recoveries,
Liquidation
Proceeds, Insurance Proceeds and condemnation awards) and
respecting which the
Servicer previously made an unreimbursed Advance of such
amounts;
(b)
reimbursement for Nonrecoverable Advances and other amounts
permitted
to be withdrawn by the Servicer pursuant to Section 5.09 from, or
not required
to be deposited in, the Collection Account attributable, in each
case, to
Mortgage Loans in such Pool II Mortgage Group or Pool II Mortgage
Groups;
(c)
amounts representing the Servicing Fee attributable in each case to
the
Mortgage Loans in such Pool II Mortgage Group or Pool II Mortgage
Groups with
respect to such Distribution Date;
(d)
amounts representing all or part of a Monthly Payment with respect
to a
Mortgage Loan in such Pool II Mortgage Group or Pool II Mortgage
Groups due (i)
after the related Due Period or (ii) on or prior to the Cut-off
Date;
(e)
all Repurchase Proceeds, Principal Prepayments, Liquidation
Proceeds,
Insurance Proceeds, Subsequent Recoveries and condemnation awards
with respect
to Mortgage Loans in such Pool II Mortgage Group or Pool II
Mortgage Groups
received after the related Principal Prepayment Period, and all
related payments
of interest representing interest for any period of time after the
last day of
the related Due Period for such Mortgage Loans; and
(f)
all income from Eligible Investments relating to Mortgage Pool II
held
in the Collection Account for the account of the Servicer.
POOL
