EXHIBIT 4
================================================================================
SECURITIZED ASSET BACKED RECEIVABLES LLC,
Depositor,
BARCLAYS CAPITAL REAL ESTATE INC. D/B/A
HOMEQ SERVICING,
Servicer,
NC CAPITAL CORPORATION,
Responsible Party,
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
---------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2007
---------------------------------
SECURITIZED ASSET BACKED RECEIVABLES LLC TRUST 2007-NC2
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-NC2
================================================================================
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01
Conveyance of Mortgage Loans.................................
Section 2.02
Acceptance by the Trustee of the Mortgage Loans..............
Section 2.03
Representations, Warranties and Covenants of the
Responsible Party and the Servicer; Remedies for
Breaches of Representations and Warranties with Respect
to the Mortgage Loans.......................................
Section 2.04
[Reserved]...................................................
Section 2.05 Execution
and Delivery of Certificates.......................
Section 2.06 REMIC
Matters................................................
Section 2.07
Representations and Warranties of the Depositor..............
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer
to Service Mortgage Loans...........................
Section 3.02
Subservicing Agreements between the Servicer and
Subservicers................................................
Section 3.03 Successor
Subservicers.......................................
Section 3.04 Liability
of the Servicer....................................
Section 3.05 No
Contractual Relationship between Subservicers and the
Trustee.....................................................
Section 3.06
Assumption or Termination of Subservicing Agreements by
Trustee.....................................................
Section 3.07
Collection of Certain Mortgage Loan Payments.................
Section 3.08
Subservicing Accounts........................................
Section 3.09
Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.............................................
Section 3.10
Collection Account...........................................
Section 3.11
Withdrawals from the Collection Account......................
Section 3.12
Investment of Funds in the Collection Account, Escrow
Accounts and the Distribution Account.......................
Section 3.13
Maintenance of Hazard Insurance and Errors and Omissions
and Fidelity Coverage.......................................
Section 3.14
Enforcement of Due-On-Sale Clauses; Assumption Agreements....
Section 3.15
Realization upon Defaulted Mortgage Loans....................
Section 3.16 Release
of Mortgage Files....................................
Section 3.17 Title,
Conservation and Disposition of REO Property..........
Section 3.18
Notification of Adjustments..................................
Section 3.19 Access to
Certain Documentation and Information Regarding
the Mortgage Loans..........................................
Section 3.20
Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee.........................
Section 3.21 Servicing
Compensation.......................................
Section 3.22 Annual
Statement as to Compliance............................
Section 3.23 Annual
Reports on Assessment of Compliance with Servicing
Criteria; Annual Independent Public Accountants'
Attestation Report..........................................
Section 3.24 Trustee
to Act as Servicer...................................
Section 3.25
Compensating Interest........................................
Section 3.26 Credit
Reporting; Gramm-Leach-Bliley Act.....................
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICER
Section 4.01
Advances.....................................................
Section 4.02
Priorities of Distribution...................................
Section 4.03 Monthly
Statements to Certificateholders.....................
Section 4.04 Certain
Matters Relating to the Determination of LIBOR.......
Section 4.05
Allocation of Applied Realized Loss Amounts..................
Section 4.06
Supplemental Interest Account................................
Section 4.07
Supplemental Float Account...................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................
Section 5.02
Certificate Register; Registration of Transfer and
Exchange of Certificates....................................
Section 5.03
Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.04 Persons
Deemed Owners........................................
Section 5.05 Access to
List of Certificateholders' Names and Addresses....
Section 5.06
Maintenance of Office or Agency..............................
ARTICLE VI
THE DEPOSITOR AND THE SERVICER
Section 6.01
Respective Liabilities of the Depositor and the Servicer.....
Section 6.02 Merger or
Consolidation of the Depositor or the Servicer.....
Section 6.03
Limitation on Liability of the Depositor, the Servicer
and Others..................................................
Section 6.04
Limitation on Resignation of the Servicer....................
Section 6.05
Additional Indemnification by the Servicer; Third Party
Claims......................................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default............................................
Section 7.02 Trustee
to Act; Appointment of Successor.....................
Section 7.03
Notification to Certificateholders...........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
the Trustee........................................
Section 8.02 Certain
Matters Affecting the Trustee........................
Section 8.03 Trustee
Not Liable for Certificates or Mortgage Loans........
Section 8.04 Trustee
May Own Certificates.................................
Section 8.05 Trustee's
Fees and Expenses..................................
Section 8.06
Eligibility Requirements for the Trustee.....................
Section 8.07
Resignation and Removal of the Trustee.......................
Section 8.08 Successor
Trustee............................................
Section 8.09 Merger or
Consolidation of the Trustee.......................
Section 8.10
Appointment of Co-Trustee or Separate Trustee................
Section 8.11 Tax
Matters..................................................
Section 8.12 Periodic
Filings.............................................
Section 8.13 Tax
Classification of the Excess Reserve Fund Account,
the Supplemental Interest Account, the Interest Rate
Swap Agreement and the Cap Agreement........................
Section 8.14
Limitations on Custodial Responsibilities....................
ARTICLE IX
TERMINATION
Section 9.01
Termination upon Liquidation or Purchase of the Mortgage
Loans.......................................................
Section 9.02 Final
Distribution on the Certificates.......................
Section 9.03
Additional Termination Requirements..........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment....................................................
Section 10.02 Recordation of Agreement;
Counterparts.......................
Section 10.03 Governing
Law................................................
Section 10.04 Intention of
Parties.........................................
Section 10.05
Notices......................................................
Section 10.06 Severability of
Provisions...................................
Section 10.07 Limitation on Rights of
Certificateholders...................
Section 10.08 Inspection and Audit
Rights..................................
Section 10.09 Certificates Nonassessable and Fully
Paid....................
Section 10.10 Assignment; Sales; Advance
Facilities........................
Section 10.11 Rule of
Construction.........................................
Section 10.12 Waiver of Jury
Trial.........................................
Section 10.13 Third Party
Rights...........................................
Section 10.14 Regulation AB Compliance; Intent of the Parties;
Reasonableness..............................................
<PAGE>
SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule II
Representations and Warranties of the Servicer
Schedule III
Representations and Warranties of the Responsible Party as to
the Mortgage Loans
Schedule IV
Representations and Warranties as to the Responsible Party
Schedule V
Representations and Warranties of the Depositor as to the
Mortgage Loans
EXHIBITS
Exhibit A Form of Class A,
Class M and Class B Certificates
Exhibit B Form of Class P
Certificate
Exhibit C-1 Form
of Class R-I Certificate
Exhibit C-2 Form
of Class R-II Certificate
Exhibit D Form of Class X
Certificate
Exhibit E Form of Initial
Certification of Trustee
Exhibit F
Form of Document
Certification and Exception Report of Trustee
Exhibit G Form of Residual
Transfer Affidavit
Exhibit H Form of
Transferor Certificate
Exhibit I Form of Rule
144A Letter
Exhibit J Form of Request
for Release
Exhibit K Form of Contents
for Each Mortgage File
Exhibit L Form of
Certification to be provided with Form 10-K
Exhibit M Form of
Trustee's Certification to be provided to Depositor
Exhibit N Form of
Servicer's Certification to be provided to Depositor
Exhibit O Representation
Letter
Exhibit P Servicing
Criteria
Exhibit Q Additional Form
10-D Disclosure
Exhibit R Additional Form
10-K Disclosure
Exhibit S Form 8-K
Disclosure Information
Exhibit T Interest Rate
Swap Agreement
Exhibit U Cap
Agreement
Exhibit V Additional
Disclosure Notification
Exhibit W Form of
Trustee's Limited Power of Attorney
Exhibit X Form of
Irrevocable Instruction
Exhibit Y Form of
Servicing Fee Certificate
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of February 1,
2007,
among SECURITIZED ASSET BACKED RECEIVABLES LLC, a Delaware limited
liability
company, as depositor (the "Depositor"), BARCLAYS CAPITAL REAL
ESTATE INC., a
Delaware corporation (d/b/a HOMEQ SERVICING), as servicer (the
"Servicer"), NC
CAPITAL CORPORATION, a California corporation, as responsible party
(the
"Responsible Party"), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a
national
banking association, as trustee (the "Trustee").
W I T N E
S S E T H:
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that four segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment Charges, (ii) the
Interest Rate Swap
Agreement and the Cap Agreement, (iii) the Supplemental Interest
Account, (iv)
the Excess Reserve Fund Account, and (v) the right of the LIBOR
Certificates to
receive Basis Risk Carry Forward Amounts and, without duplication,
Upper Tier
Carry Forward Amounts, subject to the obligation to pay Class IO
Shortfalls) be
treated for federal income tax purposes as comprising four REMICs
(each, a
"Trust REMIC" or, in the alternative, Pooling Tier REMIC-1, Pooling
Tier
REMIC-2, the Lower Tier REMIC and the Upper Tier REMIC,
respectively). Each
Class of Certificates (other than the Class P Certificates and the
Residual
Certificates), other than the right of each Class of LIBOR
Certificates to
receive Basis Risk Carry Forward Amounts and, without duplication,
Upper Tier
Carry Forward Amounts and the obligation to pay Class IO Shortfalls
and the
right of the Class X Certificates to receive payments from the
Interest Rate
Swap Agreement, the Cap Agreement and the right to receive Class IO
Shortfalls,
represents ownership of a regular interest in the Upper Tier REMIC
for purposes
of the REMIC Provisions. The Class R-I Certificates represent
ownership of the
sole class of residual interest in Pooling Tier REMIC-1 for
purposes of the
REMIC Provisions. The Class R-II Certificates represent ownership
of the sole
class of residual interest in each of Pooling Tier REMIC-2, the
Lower Tier REMIC
and the Upper Tier REMIC for purposes of the REMIC Provisions. The
Startup Day
for each Trust REMIC is the Closing Date. The latest possible
maturity date for
each regular interest is the latest date referenced in Section
2.06.
The Upper Tier REMIC shall hold as assets the several classes
of
uncertificated Lower Tier REMIC Regular Interests, set out below.
The Lower Tier
REMIC shall hold as assets the several classes of uncertificated
Pooling Tier
REMIC-2 Regular Interests. Pooling Tier REMIC-2 shall hold as
assets the several
classes of uncertificated Pooling Tier REMIC-1 Regular Interests.
Pooling Tier
REMIC-1 shall hold as assets the assets of the Trust Fund
(exclusive of (i) the
Prepayment Premiums, (ii) the Interest Rate Swap Agreement and the
Cap
Agreement, (iii) the Supplemental Interest Account, (iv) the Excess
Reserve Fund
Account and (v) the right of the LIBOR Certificates to receive
Basis Risk Carry
Forward Amounts and, without duplication, Upper Tier Carry Forward
Amounts,
subject to the obligation to pay Class IO Shortfalls).
For federal income tax purposes, the Class P Certificates
represent
beneficial ownership of the Prepayment Charges, each Class of LIBOR
Certificates
represents beneficial ownership of a regular interest in the Upper
Tier REMIC
and the right to receive Basis Risk Carry Forward Amounts and,
without
duplication, Upper Tier Carry Forward Amounts, subject to the
obligation to pay
Class IO Shortfalls, and the Class X Certificates represent
beneficial ownership
of two regular interests in the Upper Tier REMIC, the Excess
Reserve Fund
Account, the Supplemental Interest Account, the Interest Rate Swap
Agreement,
the Cap Agreement and the right to receive Class IO Shortfalls,
which portions
of the Trust Fund shall be treated as a grantor trust.
Pooling Tier REMIC-1
Pooling Tier REMIC-1 shall issue the following interests in
Pooling
Tier REMIC-1, and each such interest, other than the Class PT1-R
Interest, is
hereby designated as a regular interest in the Pooling Tier
REMIC-1. Pooling
Tier REMIC-1 Interests with an "I" in their designation shall
relate to Group I
Mortgage Loans and Pooling Tier REMIC-1 Interests with a "II" in
their
designation shall relate to the Group II Mortgage Loans. Pooling
Tier REMIC-1
shall also issue the Class R-I Certificates. The Class PT1-R
Interest is hereby
designated as the sole class of residual interest in Pooling Tier
REMIC-1.
Initial Pooling
Pooling Tier
Tier
Pooling Tier REMIC-1
REMIC-1
Interest
REMIC-1
Interest
Rate
Principal Amount
----------------------
------------------ ---------------------
Class PT1-I-1
(1)
$18,710,274.14
Class PT1-I-2A
(2)
$2,979,421.21
Class PT1-I-2B
(3)
$2,979,421.21
Class PT1-I-3A
(2)
$5,632,904.99
Class PT1-I-3B
(3)
$5,632,904.99
Class PT1-I-4A
(2)
$5,777,790.30
Class PT1-I-4B
(3)
$5,777,790.30
Class PT1-I-5A
(2)
$5,904,077.77
Class PT1-I-5B
(3)
$5,904,077.77
Class PT1-I-6A
(2)
$6,011,288.11
Class PT1-I-6B
(3)
$6,011,288.11
Class PT1-I-7A
(2)
$6,099,047.73
Class PT1-I-7B
(3)
$6,099,047.73
Class PT1-I-8A
(2)
$6,230,429.56
Class PT1-I-8B
(3)
$6,230,429.56
Class PT1-I-9A
(2)
$6,275,966.42
Class PT1-I-9B
(3)
$6,275,966.42
Class PT1-I-10A
(2)
$6,301,423.91
Class PT1-I-10B
(3)
$6,301,423.91
Class PT1-I-11A
(2)
$6,304,702.29
Class PT1-I-11B
(3)
$6,304,702.29
Class PT1-I-12A
(2)
$6,282,638.30
Class PT1-I-12B
(3)
$6,282,638.30
Class PT1-I-13A
(2)
$6,118,738.25
Class PT1-I-13B
(3)
$6,118,738.25
Class PT1-I-14A
(2)
$5,814,134.43
Class PT1-I-14B
(3)
$5,814,134.43
Class PT1-I-15A
(2)
$5,524,967.51
Class PT1-I-15B
(3)
$5,524,967.51
Class PT1-I-16A
(2)
$5,250,441.36
Class PT1-I-16B
(3)
$5,250,441.36
Class PT1-I-17A
(2)
$4,989,796.97
Class PT1-I-17B
(3)
$4,989,796.97
Class PT1-I-18A
(2)
$4,742,321.67
Class PT1-I-18B
(3)
$4,742,321.67
Class PT1-I-19A
(2)
$4,543,427.73
Class PT1-I-19B
(3)
$4,543,427.73
Class PT1-I-20A
(2)
$4,462,610.49
Class PT1-I-20B
(3)
$4,462,610.49
Class PT1-I-21A
(2)
$6,807,467.15
Class PT1-I-21B
(3)
$6,807,467.15
Class PT1-I-22A
(2)
$8,776,293.17
Class PT1-I-22B
(3)
$8,776,293.17
Class PT1-I-23A
(2)
$7,660,236.38
Class PT1-I-23B
(3)
$7,660,236.38
Class PT1-I-24A
(2)
$6,693,166.55
Class PT1-I-24B
(3)
$6,693,166.55
Class PT1-I-25A
(2)
$5,850,976.22
Class PT1-I-25B
(3)
$5,850,976.22
Class PT1-I-26A
(2)
$4,983,855.67
Class PT1-I-26B
(3)
$4,983,855.67
Class PT1-I-27A
(2)
$4,138,589.50
Class PT1-I-27B
(3)
$4,138,589.50
Class PT1-I-28A
(2)
$3,487,274.57
Class PT1-I-28B
(3)
$3,487,274.57
Class PT1-I-29A
(2)
$2,975,587.19
Class PT1-I-29B
(3)
$2,975,587.19
Class PT1-I-30A
(2)
$2,567,309.05
Class PT1-I-30B
(3)
$2,567,309.05
Class PT1-I-31A
(2)
$2,236,534.29
Class PT1-I-31B
(3)
$2,236,534.29
Class PT1-I-32A
(2)
$1,965,114.13
Class PT1-I-32B
(3)
$1,965,114.13
Class PT1-I-33A
(2)
$1,739,909.83
Class PT1-I-33B
(3)
$1,739,909.83
Class PT1-I-34A
(2)
$1,551,671.42
Class PT1-I-34B
(3)
$1,551,671.42
Class PT1-I-35A
(2)
$1,393,412.73
Class PT1-I-35B
(3)
$1,393,412.73
Class PT1-I-36A
(2)
$1,258,593.01
Class PT1-I-36B
(3)
$1,258,593.01
Class PT1-I-37A
(2)
$1,142,923.06
Class PT1-I-37B
(3)
$1,142,923.06
Class PT1-I-38A
(2)
$1,059,327.32
Class PT1-I-38B
(3)
$1,059,327.32
Class PT1-I-39A
(2)
$1,001,635.07
Class PT1-I-39B
(3)
$1,001,635.07
Class PT1-I-40A
(2)
$ 947,108.26
Class PT1-I-40B
(3)
$ 947,108.26
Class PT1-I-41A
(2)
$ 895,615.06
Class PT1-I-41B
(3)
$ 895,615.06
Class PT1-I-42A
(2)
$ 846,996.93
Class PT1-I-42B
(3)
$ 846,996.93
Class PT1-I-43A
(2)
$ 801,065.64
Class PT1-I-43B
(3)
$ 801,065.64
Class PT1-I-44A
(2)
$ 706,999.64
Class PT1-I-44B
(3)
$ 706,999.64
Class PT1-I-45A
(2)
$ 668,876.19
Class PT1-I-45B
(3)
$ 668,876.19
Class PT1-I-46A
(2)
$ 632,849.00
Class PT1-I-46B
(3)
$ 632,849.00
Class PT1-I-47A
(2)
$ 598,792.82
Class PT1-I-47B
(3)
$ 598,792.82
Class PT1-I-48A
(2)
$ 566,607.66
Class PT1-I-48B
(3)
$ 566,607.66
Class PT1-I-49A
(2)
$ 536,184.95
Class PT1-I-49B
(3)
$ 536,184.95
Class PT1-I-50A
(2)
$ 507,426.52
Class PT1-I-50B
(3)
$ 507,426.52
Class PT1-I-51A
(2)
$ 480,239.72
Class PT1-I-51B
(3)
$ 480,239.72
Class PT1-I-52A
(2)
$ 454,531.22
Class PT1-I-52B
(3)
$ 454,531.22
Class PT1-I-53A
(2)
$ 430,226.23
Class PT1-I-53B
(3)
$ 430,226.23
Class PT1-I-54A
(2)
$ 407,250.65
Class PT1-I-54B
(3)
$ 407,250.65
Class PT1-I-55A
(2)
$ 385,525.40
Class PT1-I-55B
(3)
$ 385,525.40
Class PT1-I-56A
(2)
$ 326,986.76
Class PT1-I-56B
(3)
$ 326,986.76
Class PT1-I-57A
(2)
$ 309,764.17
Class PT1-I-57B
(3)
$ 309,764.17
Class PT1-I-58A
(2)
$ 293,668.47
Class PT1-I-58B
(3)
$ 293,668.47
Class PT1-I-59A
(2)
$4,253,262.02
Class PT1-I-59B
(3)
$4,253,262.02
Class PT1-II-1
(4)
$21,002,607.08
Class PT1-II-2A
(5)
$3,344,451.95
Class PT1-II-2B
(6)
$3,344,451.95
Class PT1-II-3A
(5)
$6,323,033.49
Class PT1-II-3B
(6)
$6,323,033.49
Class PT1-II-4A
(5)
$6,485,669.77
Class PT1-II-4B
(6)
$6,485,669.77
Class PT1-II-5A
(5)
$6,627,429.64
Class PT1-II-5B
(6)
$6,627,429.64
Class PT1-II-6A
(5)
$6,747,775.12
Class PT1-II-6B
(6)
$6,747,775.12
Class PT1-II-7A
(5)
$6,846,286.81
Class PT1-II-7B
(6)
$6,846,286.81
Class PT1-II-8A
(5)
$6,993,765.18
Class PT1-II-8B
(6)
$6,993,765.18
Class PT1-II-9A
(5)
$7,044,881.11
Class PT1-II-9B
(6)
$7,044,881.11
Class PT1-II-10A
(5)
$7,073,457.58
Class PT1-II-10B
(6)
$7,073,457.58
Class PT1-II-11A
(5)
$7,077,137.61
Class PT1-II-11B
(6)
$7,077,137.61
Class PT1-II-12A
(5)
$7,052,370.40
Class PT1-II-12B
(6)
$7,052,370.40
Class PT1-II-13A
(5)
$6,868,389.75
Class PT1-II-13B
(6)
$6,868,389.75
Class PT1-II-14A
(5)
$6,526,466.69
Class PT1-II-14B
(6)
$6,526,466.69
Class PT1-II-15A
(5)
$6,201,871.81
Class PT1-II-15B
(6)
$6,201,871.81
Class PT1-II-16A
(5)
$5,893,711.44
Class PT1-II-16B
(6)
$5,893,711.44
Class PT1-II-17A
(5)
$5,601,133.59
Class PT1-II-17B
(6)
$5,601,133.59
Class PT1-II-18A
(5)
$5,323,338.28
Class PT1-II-18B
(6)
$5,323,338.28
Class PT1-II-19A
(5)
$5,100,076.40
Class PT1-II-19B
(6)
$5,100,076.40
Class PT1-II-20A
(5)
$5,009,357.64
Class PT1-II-20B
(6)
$5,009,357.64
Class PT1-II-21A
(5)
$7,641,499.89
Class PT1-II-21B
(6)
$7,641,499.89
Class PT1-II-22A
(5)
$9,851,541.22
Class PT1-II-22B
(6)
$9,851,541.22
Class PT1-II-23A
(5)
$8,598,748.12
Class PT1-II-23B
(6)
$8,598,748.12
Class PT1-II-24A
(5)
$7,513,195.49
Class PT1-II-24B
(6)
$7,513,195.49
Class PT1-II-25A
(5)
$6,567,822.24
Class PT1-II-25B
(6)
$6,567,822.24
Class PT1-II-26A
(5)
$5,594,464.38
Class PT1-II-26B
(6)
$5,594,464.38
Class PT1-II-27A
(5)
$4,645,638.46
Class PT1-II-27B
(6)
$4,645,638.46
Class PT1-II-28A
(5)
$3,914,526.16
Class PT1-II-28B
(6)
$3,914,526.16
Class PT1-II-29A
(5)
$3,340,148.21
Class PT1-II-29B
(6)
$3,340,148.21
Class PT1-II-30A
(5)
$2,881,848.91
Class PT1-II-30B
(6)
$2,881,848.91
Class PT1-II-31A
(5)
$2,510,548.52
Class PT1-II-31B
(6)
$2,510,548.52
Class PT1-II-32A
(5)
$2,205,874.67
Class PT1-II-32B
(6)
$2,205,874.67
Class PT1-II-33A
(5)
$1,953,078.94
Class PT1-II-33B
(6)
$1,953,078.94
Class PT1-II-34A
(5)
$1,741,778.07
Class PT1-II-34B
(6)
$1,741,778.07
Class PT1-II-35A
(5)
$1,564,129.94
Class PT1-II-35B
(6)
$1,564,129.94
Class PT1-II-36A
(5)
$1,412,792.47
Class PT1-II-36B
(6)
$1,412,792.47
Class PT1-II-37A
(5)
$1,282,950.95
Class PT1-II-37B
(6)
$1,282,950.95
Class PT1-II-38A
(5)
$1,189,113.28
Class PT1-II-38B
(6)
$1,189,113.28
Class PT1-II-39A
(5)
$1,124,352.74
Class PT1-II-39B
(6)
$1,124,352.74
Class PT1-II-40A
(5)
$1,063,145.44
Class PT1-II-40B
(6)
$1,063,145.44
Class PT1-II-41A
(5)
$1,005,343.43
Class PT1-II-41B
(6)
$1,005,343.43
Class PT1-II-42A
(5)
$ 950,768.74
Class PT1-II-42B
(6)
$ 950,768.74
Class PT1-II-43A
(5)
$ 899,210.07
Class PT1-II-43B
(6)
$ 899,210.07
Class PT1-II-44A
(5)
$ 793,619.35
Class PT1-II-44B
(6)
$ 793,619.35
Class PT1-II-45A
(5)
$ 750,825.12
Class PT1-II-45B
(6)
$ 750,825.12
Class PT1-II-46A
(5)
$ 710,383.98
Class PT1-II-46B
(6)
$ 710,383.98
Class PT1-II-47A
(5)
$ 672,155.33
Class PT1-II-47B
(6)
$ 672,155.33
Class PT1-II-48A
(5)
$ 636,026.92
Class PT1-II-48B
(6)
$ 636,026.92
Class PT1-II-49A
(5)
$ 601,876.90
Class PT1-II-49B
(6)
$ 601,876.90
Class PT1-II-50A
(5)
$ 569,595.07
Class PT1-II-50B
(6)
$ 569,595.07
Class PT1-II-51A
(5)
$ 539,077.41
Class PT1-II-51B
(6)
$ 539,077.41
Class PT1-II-52A
(5)
$ 510,219.17
Class PT1-II-52B
(6)
$ 510,219.17
Class PT1-II-53A
(5)
$ 482,936.41
Class PT1-II-53B
(6)
$ 482,936.41
Class PT1-II-54A
(5)
$ 457,145.92
Class PT1-II-54B
(6)
$ 457,145.92
Class PT1-II-55A
(5)
$ 432,758.94
Class PT1-II-55B
(6)
$ 432,758.94
Class PT1-II-56A
(5)
$ 367,048.31
Class PT1-II-56B
(6)
$ 367,048.31
Class PT1-II-57A
(5)
$ 347,715.65
Class PT1-II-57B
(6)
$ 347,715.65
Class PT1-II-58A
(5)
$ 329,647.95
Class PT1-II-58B
(6)
$ 329,647.95
Class PT1-II-59A
(5)
$4,774,360.36
Class PT1-II-59B
(6)
$4,774,360.36
Class PT1-I-R
(7)
(7)
---------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-1 Interest Rate") equal to the Pooling Tier
REMIC-1
Loan Group I WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling Tier REMIC-1 Loan Group I WAC Rate, subject to
a maximum
rate of the applicable Fixed Swap Rate.
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling Tier REMIC-1 Loan
Group I
WAC Rate over (B) the applicable Fixed Swap Rate.
(4) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC- Regular Interest shall bear interest at a per annum
rate (its
"Pooling Tier REMIC-1 Interest Rate") equal to the Pooling Tier
REMIC-1
Loan Group II WAC Rate.
(5) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling Tier REMIC-1 Loan Group II WAC Rate, subject
to
a maximum
rate of the applicable Fixed Swap Rate.
(6) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling Tier REMIC-1 Loan
Group II
WAC Rate over (B) the applicable Fixed Swap Rate.
(7) The Class
PT1-R Interest shall not have a principal balance and shall not
bear
interest.
On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of Pooling Tier REMIC-1 all
expenses of the
Trust for such Distribution Date. Such expense, other than
Servicing Fees and
Trustee Fees, shall be allocated in the same manner as Realized
Losses.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans from the related Loan Group for such
Distribution Date shall
be deemed to be distributed to the Pooling Tier REMIC-1 Regular
Interests at the
rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage Loans
(including,
for the first Distribution Date only, the portion of the Closing
Date Deposit
Amount allocable to the Group I Mortgage Loans) shall be allocated
to the
outstanding Pooling Tier REMIC-1 Regular Interest with the lowest
numerical
denomination until the Pooling Tier REMIC-1 Principal Amount of
such interest or
interests, as the case may be, is reduced to zero, provided that,
with respect
to Pooling Tier REMIC-1 Regular Interests relating to the Group I
Mortgage Loans
with the same numerical denomination, such Realized Losses and
payments of
principal shall be allocated pro rata between such Pooling Tier
REMIC-1 Regular
Interests until the Pooling Tier REMIC-1 Principal Amount of such
interest is
reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage Loans
(including,
for the first Distribution Date only, the portion of the Closing
Date Deposit
Amount allocable to the Group II Mortgage Loans) shall be allocated
to the
outstanding Pooling Tier REMIC-1 Regular Interest relating to the
Group II
Mortgage Loans with the lowest numerical denomination until the
Pooling Tier
REMIC-1 Principal Amount of such interest is reduced to zero,
provided that,
with respect to Pooling Tier REMIC-1 Regular Interests relating to
the Group II
Mortgage Loans with the same numerical denomination, such Realized
Losses and
payments of principal shall be allocated pro rata between such
Pooling Tier
REMIC-1 Regular Interests until the Pooling Tier REMIC-1 Principal
Amount of
such interests is reduced to zero.
Pooling Tier REMIC-2
Pooling Tier REMIC-2 shall issue the following interests in
Pooling
Tier REMIC-2, and each such interest, other than the Class PT2-R
Interest, is
hereby designated as a regular interest in Pooling Tier REMIC-2.
Pooling Tier
REMIC-2 Interests with an "I" in their designation shall relate to
The Group I
Mortgage Loans and Pooling Tier REMIC-2 Interests with a "II" in
their
designation shall relate to The Group II Mortgage Loans. The Class
PT2-R
Interest is hereby designated as the sole class of residual
interest in Pooling
Tier REMIC-2 and shall be represented by the Class R-II
Certificates.
<TABLE>
<CAPTION>
Pooling Tier
Pooling Tier
Corresponding
Corresponding
Corresponding
Pooling Tier
REMIC-2
REMIC-2 Initial Pooling Tier
REMIC-2 Pooling
Tier REMIC-1
Scheduled Crossover
REMIC-2 Interest Interest Rate
Principal
Amount
IO Interest
Regular Interest Distribution
Date
------------------ ------------- ----------------
-------------------- --------------------
-------------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1)
$18,710,274.14
N/A
N/A
N/A
Class PT2-I-2A
(2)
$2,979,421.21 Class
PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3)
$2,979,421.21
N/A
N/A
N/A
Class PT2-I-3A
(2)
$5,632,904.99 Class
PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3)
$5,632,904.99
N/A
N/A
N/A
Class PT2-I-4A
(2)
$5,777,790.30 Class
PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3)
$5,777,790.30
N/A
N/A
N/A
Class PT2-I-5A
(2)
$5,904,077.77 Class
PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3)
$5,904,077.77
N/A
N/A
N/A
Class PT2-I-6A
(2)
$6,011,288.11 Class
PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3)
$6,011,288.11
N/A
N/A
N/A
Class PT2-I-7A
(2)
$6,099,047.73 Class
PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3)
$6,099,047.73
N/A
N/A
N/A
Class PT2-I-8A
(2)
$6,230,429.56 Class
PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3)
$6,230,429.56
N/A
N/A
N/A
Class PT2-I-9A
(2)
$6,275,966.42 Class
PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3)
$6,275,966.42
N/A
N/A
N/A
Class PT2-I-10A
(2)
$6,301,423.91 Class
PT2-I-IO-10
N/A
N/A
Class PT2-I-10B
(3)
$6,301,423.91
N/A
N/A
N/A
Class PT2-I-11A
(2)
$6,304,702.29 Class
PT2-I-IO-11
N/A
N/A
Class PT2-I-11B
(3)
$6,304,702.29
N/A
N/A
N/A
Class PT2-I-12A
(2)
$6,282,638.30 Class
PT2-I-IO-12
N/A
N/A
Class PT2-I-12B
(3)
$6,282,638.30
N/A
N/A
N/A
Class PT2-I-13A
(2)
$6,118,738.25 Class
PT2-I-IO-13
N/A
N/A
Class PT2-I-13B
(3)
$6,118,738.25
N/A
N/A
N/A
Class PT2-I-14A
(2)
$5,814,134.43 Class
PT2-I-IO-14
N/A
N/A
Class PT2-I-14B
(3)
$5,814,134.43
N/A
N/A
N/A
Class PT2-I-15A
(2)
$5,524,967.51 Class
PT2-I-IO-15
N/A
N/A
Class PT2-I-15B
(3)
$5,524,967.51
N/A
N/A
N/A
Class PT2-I-16A
(2)
$5,250,441.36 Class
PT2-I-IO-16
N/A
N/A
Class PT2-I-16B
(3)
$5,250,441.36
N/A
N/A
N/A
Class PT2-I-17A
(2)
$4,989,796.97 Class
PT2-I-IO-17
N/A
N/A
Class PT2-I-17B
(3)
$4,989,796.97
N/A
N/A
N/A
Class PT2-I-18A
(2)
$4,742,321.67 Class
PT2-I-IO-18
N/A
N/A
Class PT2-I-18B
(3)
$4,742,321.67
N/A
N/A
N/A
Class PT2-I-19A
(2)
$4,543,427.73 Class
PT2-I-IO-19
N/A
N/A
Class PT2-I-19B
(3)
$4,543,427.73
N/A
N/A
N/A
Class PT2-I-20A
(2)
$4,462,610.49 Class
PT2-I-IO-20
N/A
N/A
Class PT2-I-20B
(3)
$4,462,610.49
N/A
N/A
N/A
Class PT2-I-21A
(2)
$6,807,467.15 Class
PT2-I-IO-21
N/A
N/A
Class PT2-I-21B
(3)
$6,807,467.15
N/A
N/A
N/A
Class PT2-I-22A
(2)
$8,776,293.17 Class
PT2-I-IO-22
N/A
N/A
Class PT2-I-22B
(3)
$8,776,293.17
N/A
N/A
N/A
Class PT2-I-23A
(2)
$7,660,236.38 Class PT2-I-IO-23
N/A
N/A
Class PT2-I-23B
(3)
$7,660,236.38
N/A
N/A
N/A
Class PT2-I-24A
(2)
$6,693,166.55 Class
PT2-I-IO-24
N/A
N/A
Class PT2-I-24B
(3)
$6,693,166.55
N/A
N/A
N/A
Class PT2-I-25A
(2)
$5,850,976.22 Class
PT2-I-IO-25
N/A
N/A
Class PT2-I-25B
(3)
$5,850,976.22
N/A
N/A
N/A
Class PT2-I-26A
(2)
$4,983,855.67 Class
PT2-I-IO-26
N/A
N/A
Class PT2-I-26B
(3)
$4,983,855.67
N/A
N/A
N/A
Class PT2-I-27A
(2)
$4,138,589.50 Class
PT2-I-IO-27
N/A
N/A
Class PT2-I-27B
(3) $4,138,589.50
N/A
N/A
N/A
Class PT2-I-28A
(2)
$3,487,274.57 Class
PT2-I-IO-28
N/A
N/A
Class PT2-I-28B
(3)
$3,487,274.57
N/A
N/A
N/A
Class PT2-I-29A
(2)
$2,975,587.19 Class
PT2-I-IO-29
N/A
N/A
Class PT2-I-29B
(3)
$2,975,587.19
N/A
N/A
N/A
Class PT2-I-30A
(2)
$2,567,309.05 Class
PT2-I-IO-30
N/A
N/A
Class PT2-I-30B
(3)
$2,567,309.05
N/A
N/A
N/A
Class PT2-I-31A
(2)
$2,236,534.29 Class
PT2-I-IO-31
N/A
N/A
Class PT2-I-31B
(3)
$2,236,534.29
N/A
N/A
N/A
Class PT2-I-32A
(2)
$1,965,114.13 Class
PT2-I-IO-32
N/A
N/A
Class PT2-I-32B
(3)
$1,965,114.13
N/A
N/A
N/A
Class PT2-I-33A
(2)
$1,739,909.83 Class
PT2-I-IO-33
N/A
N/A
Class PT2-I-33B
(3)
$1,739,909.83
N/A
N/A
N/A
Class PT2-I-34A
(2)
$1,551,671.42 Class
PT2-I-IO-34
N/A
N/A
Class PT2-I-34B
(3)
$1,551,671.42
N/A
N/A
N/A
Class PT2-I-35A
(2)
$1,393,412.73 Class
PT2-I-IO-35
N/A
N/A
Class PT2-I-35B
(3)
$1,393,412.73
N/A
N/A
N/A
Class PT2-I-36A
(2)
$1,258,593.01 Class
PT2-I-IO-36
N/A
N/A
Class PT2-I-36B
(3)
$1,258,593.01
N/A
N/A
N/A
Class PT2-I-37A
(2)
$1,142,923.06 Class
PT2-I-IO-37
N/A
N/A
Class PT2-I-37B
(3)
$1,142,923.06
N/A
N/A
N/A
Class PT2-I-38A
(2)
$1,059,327.32 Class
PT2-I-IO-38
N/A
N/A
Class PT2-I-38B
(3)
$1,059,327.32
N/A
N/A
N/A
Class PT2-I-39A
(2)
$1,001,635.07 Class
PT2-I-IO-39
N/A
N/A
Class PT2-I-39B
(3)
$1,001,635.07
N/A
N/A
N/A
Class PT2-I-40A
(2)
$947,108.26 Class
PT2-I-IO-40
N/A
N/A
Class PT2-I-40B
(3)
$947,108.26
N/A
N/A
N/A
Class PT2-I-41A
(2)
$895,615.06 Class
PT2-I-IO-41
N/A
N/A
Class PT2-I-41B
(3)
$895,615.06
N/A
N/A
N/A
Class PT2-I-42A
(2)
$846,996.93 Class
PT2-I-IO-42
N/A
N/A
Class PT2-I-42B
(3)
$846,996.93
N/A
N/A
N/A
Class PT2-I-43A
(2)
$801,065.64 Class
PT2-I-IO-43
N/A
N/A
Class PT2-I-43B
(3)
$801,065.64
N/A
N/A
N/A
Class PT2-I-44A
(2)
$706,999.64 Class
PT2-I-IO-44
N/A
N/A
Class PT2-I-44B
(3)
$706,999.64
N/A
N/A
N/A
Class PT2-I-45A
(2)
$668,876.19 Class
PT2-I-IO-45
N/A
N/A
Class PT2-I-45B
(3)
$668,876.19
N/A
N/A
N/A
Class PT2-I-46A
(2)
$632,849.00 Class
PT2-I-IO-46
N/A
N/A
Class PT2-I-46B
(3)
$632,849.00
N/A
N/A
N/A
Class PT2-I-47A
(2)
$598,792.82 Class
PT2-I-IO-47
N/A
N/A
Class PT2-I-47B
(3)
$598,792.82
N/A
N/A
N/A
Class PT2-I-48A
(2)
$566,607.66 Class
PT2-I-IO-48
N/A
N/A
Class PT2-I-48B
(3)
$566,607.66
N/A
N/A
N/A
Class PT2-I-49A
(2)
$536,184.95 Class
PT2-I-IO-49
N/A
N/A
Class PT2-I-49B
(3)
$536,184.95
N/A
N/A
N/A
Class PT2-I-50A
(2)
$507,426.52 Class
PT2-I-IO-50
N/A
N/A
Class PT2-I-50B
(3)
$507,426.52
N/A
N/A
N/A
Class PT2-I-51A
(2)
$480,239.72 Class
PT2-I-IO-51
N/A
N/A
Class PT2-I-51B
(3)
$480,239.72
N/A
N/A
N/A
Class PT2-I-52A
(2)
$454,531.22 Class
PT2-I-IO-52
N/A
N/A
Class PT2-I-52B
(3)
$454,531.22
N/A
N/A
N/A
Class PT2-I-53A
(2)
$430,226.23 Class
PT2-I-IO-53
N/A
N/A
Class PT2-I-53B
(3)
$430,226.23
N/A
N/A
N/A
Class PT2-I-54A
(2)
$407,250.65 Class
PT2-I-IO-54
N/A
N/A
Class PT2-I-54B
(3)
$407,250.65
N/A
N/A
N/A
Class PT2-I-55A
(2)
$385,525.40 Class PT2-I-IO-55
N/A
N/A
Class PT2-I-55B
(3)
$385,525.40
N/A
N/A
N/A
Class PT2-I-56A
(2)
$326,986.76 Class
PT2-I-IO-56
N/A
N/A
Class PT2-I-56B
(3)
$326,986.76
N/A
N/A
N/A
Class PT2-I-57A
(2)
$309,764.17 Class
PT2-I-IO-57
N/A
N/A
Class PT2-I-57B
(3)
$309,764.17
N/A
N/A
N/A
Class PT2-I-58A
(2)
$293,668.47 Class
PT2-I-IO-58
N/A
N/A
Class PT2-I-58B
(3)
$293,668.47
N/A
N/A
N/A
Class PT2-I-59A
(2)
$4,253,262.02 Class
PT1-I-IO-59
N/A
N/A
Class PT2-I-59B
(3) $4,253,262.02
N/A
N/A
N/A
Class PT2-I-IO-2
(4)
(4)
N/A
Class PT1-I-2A March
2007
Class PT2-I-IO-3
(4)
(4)
N/A
Class PT1-I-3A April
2007
Class PT2-I-IO-4
(4)
(4)
N/A
Class PT1-I-4A May
2007
Class PT2-I-IO-5
(4)
(4)
N/A
Class PT1-I-5A June
2007
Class PT2-I-IO-6
(4)
(4)
N/A
Class PT1-I-6A July
2007
Class PT2-I-IO-7
(4)
(4)
N/A
Class PT1-I-7A August
2007
Class PT2-I-IO-8
(4)
(4)
N/A
Class PT1-I-8A September
2007
Class PT2-I-IO-9
(4)
(4)
N/A
Class PT1-I-9A October
2007
Class PT2-I-IO-10
(4)
(4)
N/A
Class PT1-I-10A November
2007
Class PT2-I-IO-11
(4)
(4)
N/A
Class PT1-I-11A December
2007
Class PT2-I-IO-12
(4)
(4)
N/A
Class PT1-I-12A January
2008
Class PT2-I-IO-13
(4)
(4)
N/A
Class PT1-I-13A February
2008
Class PT2-I-IO-14
(4)
(4)
N/A
Class PT1-I-14A March
2008
Class PT2-I-IO-15
(4)
(4)
N/A
Class PT1-I-15A April
2008
Class PT2-I-IO-16
(4)
(4)
N/A
Class PT1-I-16A May
2008
Class PT2-I-IO-17
(4)
(4)
N/A
Class PT1-I-17A June
2008
Class PT2-I-IO-18
(4)
(4)
N/A
Class PT1-I-18A July
2008
Class PT2-I-IO-19
(4)
(4)
N/A
Class PT1-I-19A August
2008
Class PT2-I-IO-20
(4)
(4)
N/A
Class PT1-I-20A September
2008
Class PT2-I-IO-21
(4)
(4)
N/A
Class PT1-I-21A October
2008
Class PT2-I-IO-22
(4)
(4)
N/A
Class PT1-I-22A November
2008
Class PT2-I-IO-23
(4)
(4)
N/A
Class PT1-I-23A December
2008
Class PT2-I-IO-24
(4)
(4)
N/A
Class PT1-I-24A January
2009
Class PT2-I-IO-25
(4)
(4)
N/A
Class PT1-I-25A February
2009
Class PT2-I-IO-26
(4)
(4)
N/A
Class PT1-I-26A March
2009
Class PT2-I-IO-27
(4)
(4)
N/A
Class PT1-I-27A April
2009
Class PT2-I-IO-28
(4)
(4)
N/A
Class PT1-I-28A May
2009
Class PT2-I-IO-29
(4)
(4)
N/A
Class PT1-I-29A June
2009
Class PT2-I-IO-30
(4)
(4)
N/A
Class PT1-I-30A July
2009
Class PT2-I-IO-31
(4)
(4)
N/A
Class PT1-I-31A August
2009
Class PT2-I-IO-32
(4)
(4)
N/A
Class PT1-I-32A September
2009
Class PT2-I-IO-33
(4)
(4)
N/A
Class PT1-I-33A October
2009
Class PT2-I-IO-34
(4)
(4)
N/A
Class PT1-I-34A November
2009
Class PT2-I-IO-35
(4)
(4)
N/A
Class PT1-I-35A December
2009
Class PT2-I-IO-36
(4)
(4)
N/A
Class PT1-I-36A January
2010
Class PT2-I-IO-37
(4)
(4)
N/A
Class PT1-I-37A February
2010
Class PT2-I-IO-38
(4)
(4)
N/A
Class PT1-I-38A March
2010
Class PT2-I-IO-39
(4)
(4)
N/A
Class PT1-I-39A April
2010
Class PT2-I-IO-40
(4)
(4)
N/A
Class PT1-I-40A May
2010
Class PT2-I-IO-41
(4)
(4)
N/A
Class PT1-I-41A June
2010
Class PT2-I-IO-42
(4)
(4)
N/A
Class PT1-I-42A July
2010
Class PT2-I-IO-43
(4)
(4)
N/A
Class PT1-I-43A August
2010
Class PT2-I-IO-44
(4)
(4)
N/A
Class PT1-I-44A September
2010
Class PT2-I-IO-45
(4)
(4)
N/A
Class PT1-I-45A October
2010
Class PT2-I-IO-46
(4)
(4)
N/A
Class PT1-I-46A November
2010
Class PT2-I-IO-47
(4)
(4)
N/A
Class PT1-I-47A December
2010
Class PT2-I-IO-48
(4)
(4)
N/A
Class PT1-I-48A January
2011
Class PT2-I-IO-49
(4)
(4)
N/A
Class PT1-I-49A February
2011
Class PT2-I-IO-50
(4)
(4)
N/A
Class PT1-I-50A March
2011
Class PT2-I-IO-51
(4)
(4)
N/A
Class PT1-I-51A April
2011
Class PT2-I-IO-52
(4)
(4)
N/A
Class PT1-I-52A May
2011
Class PT2-I-IO-53
(4)
(4)
N/A
Class PT1-I-53A June
2011
Class PT2-I-IO-54
(4)
(4)
N/A
Class PT1-I-54A July
2011
Class PT2-I-IO-55
(4)
(4)
N/A
Class PT1-I-55A August
2011
Class PT2-I-IO-56
(4)
(4)
N/A
Class PT1-I-56A September
2011
Class PT2-I-IO-57
(4)
(4)
N/A
Class PT1-I-57A October
20011
Class PT2-I-IO-58
(4)
(4)
N/A
Class
PT1-I-58A November
2011
Class PT2-I-IO-59
(4)
(4)
N/A
Class PT1-I-59A December
2011
Class PT2-II-1
(5)
$21,002,607.08
N/A
N/A
N/A
Class PT2-II-2A
(6)
$3,344,451.95 Class
PT2-II-IO-2
N/A
N/A
Class PT2-II-2B
(7)
$3,344,451.95
N/A
N/A
N/A
Class PT2-II-3A
(6)
$6,323,033.49 Class
PT2-II-IO-3
N/A
N/A
Class PT2-II-3B
(7)
$6,323,033.49
N/A
N/A
N/A
Class PT2-II-4A
(6)
$6,485,669.77 Class
PT2-II-IO-4
N/A
N/A
Class PT2-II-4B
(7)
$6,485,669.77
N/A
N/A
N/A
Class PT2-II-5A
(6)
$6,627,429.64 Class
PT2-II-IO-5
N/A
N/A
Class PT2-II-5B
(7)
$6,627,429.64
N/A
N/A
N/A
Class PT2-II-6A
(6)
$6,747,775.12 Class
PT2-II-IO-6
N/A
N/A
Class PT2-II-6B
(7)
$6,747,775.12
N/A
N/A
N/A
Class PT2-II-7A
(6)
$6,846,286.81 Class
PT2-II-IO-7
N/A
N/A
Class PT2-II-7B
(7)
$6,846,286.81
N/A
N/A
N/A
Class PT2-II-8A
(6)
$6,993,765.18 Class
PT2-II-IO-8
N/A
N/A
Class PT2-II-8B
(7)
$6,993,765.18
N/A
N/A
N/A
Class PT2-II-9A
(6)
$7,044,881.11 Class
PT2-II-IO-9
N/A
N/A
Class PT2-II-9B
(7)
$7,044,881.11
N/A
N/A
N/A
Class PT2-II-10A
(6)
$7,073,457.58 Class
PT2-II-IO-10
N/A
N/A
Class PT2-II-10B
(7)
$7,073,457.58
N/A
N/A
N/A
Class PT2-II-11A
(6)
$7,077,137.61 Class
PT2-II-IO-11
N/A
N/A
Class PT2-II-11B
(7)
$7,077,137.61
N/A
N/A
N/A
Class PT2-II-12A
(6)
$7,052,370.40 Class
PT2-II-IO-12
N/A
N/A
Class PT2-II-12B
(7)
$7,052,370.40
N/A
N/A
N/A
Class PT2-II-13A
(6)
$6,868,389.75 Class
PT2-II-IO-13
N/A
N/A
Class PT2-II-13B
(7)
$6,868,389.75
N/A
N/A
N/A
Class PT2-II-14A
(6)
$6,526,466.69 Class
PT2-II-IO-14
N/A
N/A
Class PT2-II-14B
(7)
$6,526,466.69
N/A
N/A
N/A
Class PT2-II-15A
(6) $6,201,871.81
Class PT2-II-IO-15
N/A
N/A
Class PT2-II-15B
(7)
$6,201,871.81
N/A
N/A
N/A
Class PT2-II-16A
(6)
$5,893,711.44 Class
PT2-II-IO-16
N/A
N/A
Class PT2-II-16B
(7)
$5,893,711.44
N/A
N/A
N/A
Class PT2-II-17A
(6)
$5,601,133.59 Class
PT2-II-IO-17
N/A
N/A
Class PT2-II-17B
(7)
$5,601,133.59
N/A
N/A
N/A
Class PT2-II-18A
(6)
$5,323,338.28 Class
PT2-II-IO-18
N/A
N/A
Class PT2-II-18B
(7)
$5,323,338.28
N/A
N/A
N/A
Class PT2-II-19A
(6)
$5,100,076.40 Class
PT2-II-IO-19
N/A
N/A
Class PT2-II-19B
(7)
$5,100,076.40
N/A
N/A
N/A
Class PT2-II-20A
(6)
$5,009,357.64 Class
PT2-II-IO-20
N/A
N/A
Class PT2-II-20B
(7)
$5,009,357.64
N/A
N/A
N/A
Class PT2-II-21A
(6)
$7,641,499.89 Class
PT2-II-IO-21
N/A
N/A
Class PT2-II-21B
(7)
$7,641,499.89
N/A
N/A
N/A
Class PT2-II-22A
(6)
$9,851,541.22 Class
PT2-II-IO-22
N/A
N/A
Class PT2-II-22B
(7)
$9,851,541.22
N/A
N/A
N/A
Class PT2-II-23A
(6)
$8,598,748.12 Class
PT2-II-IO-23
N/A
N/A
Class PT2-II-23B
(7)
$8,598,748.12
N/A
N/A
N/A
Class PT2-II-24A
(6)
$7,513,195.49 Class
PT2-II-IO-24
N/A
N/A
Class PT2-II-24B
(7)
$7,513,195.49
N/A
N/A
N/A
Class PT2-II-25A
(6)
$6,567,822.24 Class
PT2-II-IO-25
N/A
N/A
Class PT2-II-25B
(7)
$6,567,822.24
N/A
N/A
N/A
Class PT2-II-26A
(6)
$5,594,464.38 Class
PT2-II-IO-26
N/A
N/A
Class PT2-II-26B
(7)
$5,594,464.38
N/A
N/A
N/A
Class PT2-II-27A
(6)
$4,645,638.46 Class
PT2-II-IO-27
N/A
N/A
Class PT2-II-27B
(7)
$4,645,638.46
N/A
N/A
N/A
Class PT2-II-28A
(6)
$3,914,526.16 Class
PT2-II-IO-28
N/A
N/A
Class PT2-II-28B
(7)
$3,914,526.16
N/A
N/A
N/A
Class PT2-II-29A
(6)
$3,340,148.21 Class
PT2-II-IO-29
N/A
N/A
Class PT2-II-29B
(7)
$3,340,148.21
N/A
N/A
N/A
Class PT2-II-30A
(6)
$2,881,848.91 Class
PT2-II-IO-30
N/A
N/A
Class PT2-II-30B
(7)
$2,881,848.91
N/A
N/A
N/A
Class PT2-II-31A
(6)
$2,510,548.52 Class
PT2-II-IO-31
N/A
N/A
Class PT2-II-31B
(7)
$2,510,548.52
N/A
N/A
N/A
Class PT2-II-32A
(6)
$2,205,874.67 Class
PT2-II-IO-32
N/A
N/A
Class PT2-II-32B
(7)
$2,205,874.67
N/A
N/A
N/A
Class PT2-II-33A
(6)
$1,953,078.94 Class
PT2-II-IO-33
N/A
N/A
Class PT2-II-33B
(7)
$1,953,078.94
N/A
N/A
N/A
Class PT2-II-34A
(6)
$1,741,778.07 Class
PT2-II-IO-34
N/A
N/A
Class PT2-II-34B
(7)
$1,741,778.07
N/A
N/A
N/A
Class PT2-II-35A
(6)
$1,564,129.94 Class
PT2-II-IO-35
N/A
N/A
Class PT2-II-35B
(7)
$1,564,129.94
N/A
N/A
N/A
Class PT2-II-36A
(6)
$1,412,792.47 Class
PT2-II-IO-36
N/A
N/A
Class PT2-II-36B
(7)
$1,412,792.47
N/A
N/A
N/A
Class PT2-II-37A
(6)
$1,282,950.95 Class
PT2-II-IO-37
N/A
N/A
Class PT2-II-37B
(7)
$1,282,950.95
N/A
N/A
N/A
Class PT2-II-38A
(6)
$1,189,113.28 Class
PT2-II-IO-38
N/A
N/A
Class PT2-II-38B
(7)
$1,189,113.28
N/A
N/A
N/A
Class PT2-II-39A
(6)
$1,124,352.74 Class
PT2-II-IO-39
N/A
N/A
Class PT2-II-39B
(7)
$1,124,352.74
N/A
N/A
N/A
Class PT2-II-40A
(6)
$1,063,145.44 Class
PT2-II-IO-40
N/A
N/A
Class PT2-II-40B
(7)
$1,063,145.44
N/A
N/A
N/A
Class PT2-II-41A
(6)
$1,005,343.43 Class
PT2-II-IO-41
N/A
N/A
Class PT2-II-41B
(7)
$1,005,343.43
N/A
N/A
N/A
Class PT2-II-42A
(6)
$950,768.74 Class
PT2-II-IO-42
N/A
N/A
Class PT2-II-42B
(7)
$950,768.74
N/A
N/A
N/A
Class PT2-II-43A
(6)
$899,210.07 Class
PT2-II-IO-43
N/A
N/A
Class PT2-II-43B
(7)
$899,210.07
N/A
N/A
N/A
Class PT2-II-44A
(6)
$793,619.35 Class
PT2-II-IO-44
N/A
N/A
Class PT2-II-44B
(7)
$793,619.35
N/A
N/A
N/A
Class PT2-II-45A
(6)
$750,825.12 Class
PT2-II-IO-45
N/A
N/A
Class PT2-II-45B
(7)
$750,825.12
N/A
N/A
N/A
Class PT2-II-46A
(6)
$710,383.98 Class
PT2-II-IO-46
N/A
N/A
Class PT2-II-46B
(7)
$710,383.98
N/A
N/A
N/A
Class PT2-II-47A
(6)
$672,155.33 Class
PT2-II-IO-47
N/A
N/A
Class PT2-II-47B
(7)
$672,155.33
N/A
N/A
N/A
Class PT2-II-48A
(6)
$636,026.92 Class
PT2-II-IO-48
N/A
N/A
Class PT2-II-48B
(7)
$636,026.92
N/A
N/A
N/A
Class PT2-II-49A
(6)
$601,876.90 Class
PT2-II-IO-49
N/A
N/A
Class PT2-II-49B
(7)
$601,876.90
N/A
N/A
N/A
Class PT2-II-50A
(6)
$569,595.07 Class
PT2-II-IO-50
N/A
N/A
Class PT2-II-50B
(7)
$569,595.07
N/A
N/A
N/A
Class PT2-II-51A
(6)
$539,077.41 Class
PT2-II-IO-51
N/A
N/A
Class PT2-II-51B
(7)
$539,077.41
N/A
N/A
N/A
Class PT2-II-52A
(6)
$510,219.17 Class
PT2-II-IO-52
N/A
N/A
Class PT2-II-52B
(7)
$510,219.17
N/A
N/A
N/A
Class PT2-II-53A
(6)
$482,936.41 Class
PT2-II-IO-53
N/A
N/A
Class PT2-II-53B
(7)
$482,936.41
N/A
N/A
N/A
Class PT2-II-54A
(6)
$457,145.92 Class
PT2-II-IO-54
N/A
N/A
Class PT2-II-54B
(7)
$457,145.92
N/A
N/A
N/A
Class PT2-II-55A
(6)
$432,758.94 Class
PT2-II-IO-55
N/A
N/A
Class PT2-II-55B
(7)
$432,758.94
N/A
N/A
N/A
Class PT2-II-56A
(6)
$367,048.31 Class
PT2-II-IO-56
N/A
N/A
Class PT2-II-56B
(7)
$367,048.31
N/A
N/A
N/A
Class PT2-II-57A
(6)
$347,715.65 Class
PT2-II-IO-57
N/A
N/A
Class PT2-II-57B
(7)
$347,715.65
N/A
N/A
N/A
Class PT2-II-58A
(6)
$329,647.95 Class
PT2-II-IO-58
N/A
N/A
Class PT2-II-58B
(7)
$329,647.95
N/A
N/A
N/A
Class PT2-II-59A
(6)
$4,774,360.36 Class
PT2-II-IO-59
N/A
N/A
Class PT2-II-59B
(7)
$4,774,360.36
N/A
N/A
N/A
Class PT2-II-IO-2
(4)
(4)
N/A
Class PT1-II-2A March
2007
Class PT2-II-IO-3
(4)
(4)
N/A
Class PT1-II-3A April
2007
Class PT2-II-IO-4
(4)
(4)
N/A
Class PT1-II-4A May
2007
Class PT2-II-IO-5
(4)
(4)
N/A
Class PT1-II-5A June
2007
Class PT2-II-IO-6
(4)
(4)
N/A
Class PT1-II-6A July
2007
Class PT2-II-IO-7
(4)
(4)
N/A
Class PT1-II-7A August
2007
Class PT2-II-IO-8
(4)
(4)
N/A
Class PT1-II-8A September
2007
Class PT2-II-IO-9
(4)
(4)
N/A
Class PT1-II-9A October
2007
Class PT2-II-IO-10
(4)
(4)
N/A
Class PT1-II-10A November
2007
Class PT2-II-IO-11
(4)
(4)
N/A
Class PT1-II-11A December
2007
Class PT2-II-IO-12
(4)
(4)
N/A
Class PT1-II-12A January 2008
Class PT2-II-IO-13
(4)
(4)
N/A
Class PT1-II-13A February
2008
Class PT2-II-IO-14
(4)
(4)
N/A
Class PT1-II-14A March 2008
Class PT2-II-IO-15
(4)
(4)
N/A
Class PT1-II-15A April 2008
Class PT2-II-IO-16
(4)
(4)
N/A
Class PT1-II-16A May 2008
Class PT2-II-IO-17
(4)
(4)
N/A
Class PT1-II-17A June 2008
Class PT2-II-IO-18
(4)
(4)
N/A
Class PT1-II-18A July 2008
Class PT2-II-IO-19
(4)
(4)
N/A
Class PT1-II-19A August 2008
Class PT2-II-IO-20
(4)
(4)
N/A
Class PT1-II-20A September
2008
Class PT2-II-IO-21
(4)
(4)
N/A
Class PT1-II-21A October 2008
Class PT2-II-IO-22
(4)
(4)
N/A
Class PT1-II-22A
November 2008
Class PT2-II-IO-23
(4)
(4)
N/A
Class PT1-II-23A December
2008
Class PT2-II-IO-24
(4)
(4)
N/A
Class PT1-II-24A
January
2009
Class PT2-II-IO-25
(4)
(4)
N/A
Class PT1-II-25A February
2009
Class PT2-II-IO-26
(4)
(4)
N/A
Class PT1-II-26A March 2009
Class PT2-II-IO-27
(4)
(4)
N/A
Class PT1-II-27A April 2009
Class PT2-II-IO-28
(4)
(4)
N/A
Class PT1-II-28A May 2009
Class PT2-II-IO-29
(4)
(4)
N/A
Class PT1-II-29A June 2009
Class PT2-II-IO-30
(4)
(4)
N/A
Class PT1-II-30A July 2009
Class PT2-II-IO-31
(4)
(4)
N/A
Class PT1-II-31A August 2009
Class PT2-II-IO-32
(4)
(4)
N/A
Class PT1-II-32A September
2009
Class PT2-II-IO-33
(4)
(4)
N/A
Class PT1-II-33A October 2009
Class PT2-II-IO-34
(4)
(4)
N/A
Class PT1-II-34A November
2009
Class PT2-II-IO-35
(4)
(4)
N/A
Class PT1-II-35A December
2009
Class PT2-II-IO-36
(4)
(4)
N/A
Class PT1-II-36A January 2010
Class PT2-II-IO-37
(4)
(4)
N/A
Class PT1-II-37A February
2010
Class PT2-II-IO-38
(4)
(4)
N/A
Class PT1-II-38A March 2010
Class PT2-II-IO-39
(4)
(4)
N/A
Class PT1-II-39A April 2010
Class PT2-II-IO-40
(4)
(4)
N/A
Class PT1-II-40A May 2010
Class PT2-II-IO-41
(4)
(4)
N/A
Class PT1-II-41A June 2010
Class PT2-II-IO-42
(4)
(4)
N/A
Class PT1-II-42A July 2010
Class PT2-II-IO-43
(4)
(4)
N/A
Class PT1-II-43A August 2010
Class PT2-II-IO-44
(4)
(4)
N/A
Class PT1-II-44A September
2010
Class PT2-II-IO-45
(4)
(4)
N/A
Class PT1-II-45A October 2010
Class PT2-II-IO-46
(4)
(4)
N/A
Class PT1-II-46A November
2010
Class PT2-II-IO-47
(4)
(4)
N/A
Class PT1-II-47A December
2010
Class PT2-II-IO-48
(4)
(4)
N/A
Class PT1-II-48A January 2011
Class PT2-II-IO-49
(4)
(4)
N/A
Class PT1-II-49A February
2011
Class PT2-II-IO-50
(4)
(4)
N/A
Class PT1-II-50A March 2011
Class PT2-II-IO-51
(4)
(4)
N/A
Class PT1-II-51A April 2011
Class PT2-II-IO-52
(4)
(4)
N/A
Class PT1-II-52A May 2011
Class PT2-II-IO-53
(4)
(4)
N/A
Class PT1-II-53A June 2011
Class PT2-II-IO-54
(4)
(4)
N/A
Class PT1-II-54A July 2011
Class PT2-II-IO-55
(4)
(4)
N/A
Class PT1-II-55A August 2011
Class PT2-II-IO-56
(4)
(4)
N/A
Class PT1-II-56A September
2011
Class PT2-II-IO-57
(4)
(4)
N/A
Class PT1-II-57A October 2011
Class PT2-II-IO-58
(4)
(4)
N/A
Class PT1-II-58A November
2011
Class PT2-II-IO-59
(4)
(4)
N/A
Class PT1-II-59A December
2011
Class PT2-R
(8)
(8)
N/A
N/A
N/A
</TABLE>
---------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-2 Interest Rate") equal to the Pooling Tier
REMIC-1
Loan Group I WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling Tier REMIC-1 Interest Rates on the Pooling Tier
REMIC-1
Regular Interests relating to the Group I Mortgage Loans and
having an
"A" in their class designation, provided that, on each
Distribution Date on which interest is distributable on the
Corresponding
Pooling
Tier REMIC-2 IO Interest, this Pooling Tier REMIC-2 Regular
Interest
shall bear interest at a per annum rate equal to Swap LIBOR
subject to
a maximum rate equal to the weighted average of the Pooling
Tier
REMIC-1 Interest Rates on the Pooling Tier REMIC-1 Regular
Interests
relating
to the Group I Mortgage Loans and having an "A" in their class
designation.
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling Tier REMIC-1 Interest Rates on the Pooling Tier
REMIC-1
Regular Interests relating to the Group I Mortgage Loans and
having a
"B" in their class designation.
(4) Each Pooling
Tier REMIC-2 IO Interest is an interest-only interest and
does not
have a principal balance but has a notional balance ("Pooling
Tier
REMIC-2 IO Notional Balance") equal to the Pooling Tier REMIC-1
Principal
Amount of the Corresponding Pooling Tier REMIC-1 Regular
Interest.
From the Closing Date through and including the Corresponding
Actual
Crossover Distribution Date, each Pooling Tier REMIC-2 IO
Interest
shall be
entitled to receive interest that accrues on the Corresponding
Pooling
Tier REMIC-1 Regular Interest at a rate equal to the excess, if
any, of
(i) the Pooling Tier REMIC-1 Interest Rate for the
Corresponding
Pooling
Tier REMIC-1 Regular Interest over (ii) Swap LIBOR. After the
related
Corresponding Actual Crossover Distribution Date, the Pooling
Tier
REMIC-2 IO
Interest shall not accrue interest.
(5) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-2 Interest Rate") equal to the Pooling Tier
REMIC-1
Loan Group II WAC Rate.
(6) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling Tier REMIC-1 Interest Rates on the Pooling Tier
REMIC-1
Regular Interests relating to the Group II Mortgage Loans and
having an
"A" in their class designation, provided that, on each
Distribution Date on which interest is distributable on the
Corresponding
Pooling
Tier REMIC-2 IO Interest, this Pooling Tier REMIC-2 Regular
Interest
shall bear interest at a per annum rate equal to Swap LIBOR
subject to
a maximum rate equal to the weighted average of the Pooling
Tier
REMIC-1 Interest Rates on the Pooling Tier REMIC-1 Regular
Interests
relating
to the Group II Mortgage Loans and having an "A" in their class
designation.
(7) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling
Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling Tier REMIC-1 Interest Rates on the Pooling Tier
REMIC-1
Regular Interests relating to the Group II Mortgage Loans and
having a
"B" in their class designation.
(8) The Class
PT2-R Interest shall not have a principal balance and shall not
bear
interest.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans for such Distribution Date shall be distributed
to the
Pooling Tier REMIC-2 Regular Interests at the Pooling Tier REMIC-2
Interest
Rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage Loans
(including,
for the first Distribution Date only, the portion of the Closing
Date Deposit
Amount allocable to the Group I Mortgage Loans) shall be allocated
to the then
outstanding Pooling Tier REMIC-2 Regular Interests (other than the
Pooling Tier
REMIC-2 IO Interests) relating to the Group I Mortgage Loans with
the lowest
numerical denomination until the Pooling Tier REMIC-2 Principal
Amount of such
interest or interests, as the case may be, is reduced to zero,
provided that,
for Pooling Tier REMIC-2 Regular Interests Mortgage Loans with the
same
numerical denomination, such Realized Losses, Subsequent Recoveries
and payments
of principal shall be allocated pro rata between such Pooling Tier
REMIC-2
Regular Interests until the Pooling Tier REMIC-2 Principal Amount
of such
interests is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage Loans
(including,
for the first Distribution Date only, the portion of the Closing
Date Deposit
Amount allocable to the Group II Mortgage Loans) shall be allocated
to the
outstanding Pooling Tier REMIC-2 Regular Interests (other than the
Pooling Tier
REMIC-2 IO Interests) relating to the Group II Mortgage Loans with
the lowest
numerical denomination until the Pooling Tier REMIC-2 Principal
Amount of such
interest is reduced to zero, provided that, for Pooling Tier
REMIC-2 Regular
Interests relating to the Group II Mortgage Loans with the same
numerical
denomination, such Realized Losses, Subsequent Recoveries and
payments of
principal shall be allocated pro rata between such Pooling Tier
REMIC-2 Regular
Interests until the Pooling Tier REMIC-2 Principal Amount of such
interests is
reduced to zero.
Lower Tier REMIC
The Lower Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R Interest, is hereby
designated as a
regular interest in the Lower Tier REMIC. The Class LT-R Interest
is hereby
designated as the sole class of residual interest in the Lower Tier
REMIC and
shall be represented by the Class R-II Certificates.
Corresponding
Lower Tier
Upper Tier
Lower Tier REMIC
REMIC
Initial Lower Tier
REMIC Regular
Class Designation
Interest Rate
REMIC Principal Amount
Interest
------------------- -------------- -----------------------------
---------------
Class LT-A-1
(1) 1/4
Corresponding Upper Tier
A-1
REMIC Regular Interest
initial Class Principal
Balance
Class LT-A-2A
(1) 1/4
Corresponding Upper Tier
A-2A
REMIC Regular Interest
initial Class Principal
Balance
Class LT-A-2B
(1) 1/4
Corresponding Upper Tier
A-2B
REMIC Regular Interest
initial Class Principal
Balance
Class LT-A-2C
(1) 1/4
Corresponding Upper Tier
A-2C
REMIC Regular Interest
initial Class Principal
Balance
Class LT-M-1
(1) 1/4
Corresponding Upper Tier
M-1
REMIC Regular Interest
initial Class Principal
Balance
Class LT-M-2
(1) 1/4
Corresponding Upper Tier
M-2
REMIC Regular Interest
initial Class Principal
Balance
Class LT-M-3
(1) 1/4
Corresponding Upper Tier
M-3
REMIC Regular Interest
initial Class Principal
Balance
Class LT-M-4
(1) 1/4
Corresponding Upper Tier
M-4
REMIC Regular Interest
initial Class Principal
Balance
Class LT-M-5
(1) 1/4
Corresponding Upper Tier
M-5
REMIC Regular Interest
initial Class Principal
Balance
Class LT-M-6
(1) 1/4
Corresponding Upper Tier
M-6
REMIC Regular Interest
initial Class Principal
Balance
Class LT-B-1
(1) 1/4
Corresponding Upper Tier
B-1
REMIC Regular Interest
initial Class Principal
Balance
Class LT-B-2
(1) 1/4
Corresponding Upper Tier
B-2
REMIC Regular Interest
initial Class Principal
Balance
Class LT-B-3
(1) 1/4
Corresponding Upper Tier
B-3
REMIC Regular Interest
initial Class Principal
Balance
Class LT-Accrual
(1) 1/4
Pool Stated Principal
N/A
Balance plus 1/4
Subordinated Amount
Class LT-
(1)
0.01% initial Group
N/A
Group I(SUB)
Subordinated Amount of the
Group I Mortgage Loans (6)
Class LT-
(2)
0.01% initial aggregate
N/A
Group I
Stated Principal Balance of
the Group I Mortgage
Loans (6)
Class LT-
(1)
0.01% initial Group
N/A
Group II(SUB)
Subordinated Amount of the
Group II Mortgage Loans (6)
Class LT-
(3)
0.01% initial aggregate
N/A
Group II
Stated Principal Balance of
the Group II Mortgage
Loans (6)
Class LT-XX
(1) 1/2
initial Pool Stated
N/A
Principal Balance, less
aggregate Initial Lower Tier
REMIC Principal Amounts of
Class LT-Group I(SUB),
Class LT-Group I,
Class LT-Group II(SUB) and
Class LT-Group II Interests
Class LT-IO
(4)
(4)
N/A
Class LT-R
(5)
(5)
N/A
----------------
(1) The interest
rate with respect to any Distribution Date for these
interests
is a per annum variable rate equal to the Lower Tier REMIC WAC
Rate.
(2) The interest
rate with respect to any Distribution Date for the Class
LT-Group I
Interest is a per annum variable rate (expressed as a
percentage rounded to
eight decimal places) equal to the weighted average
of the
Pooling Tier REMIC-2 Interest Rates of the Pooling Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to the Group I Mortgage Loans.
(3) The interest
rate with respect to any Distribution Date for the Class
LT-Group
II Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling Tier REMIC-2 Interest Rates of the Pooling Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to the Group II Mortgage Loans.
(4) This Lower
Tier Regular Interest is an interest-only interest and does not
have a
Lower Tier REMIC Principal Amount. On each Distribution Date,
this
Lower Tier
Regular Interest shall be entitled to receive all interest
distributable on the Pooling Tier REMIC-2 IO Interests.
(5) The Class
LT-R Interest is the sole class of residual interest in the
Lower Tier
REMIC and it does not have a principal amount or an interest
rate.
(6) For all
Distribution Dates, the Lower Tier Principal Amount of these
Lower
Tier REMIC
Regular Interests shall be rounded to eight decimal places.
Each Lower Tier REMIC Regular Interest is hereby designated as
a
regular interest in the Lower Tier REMIC. The Class LT-A-1, Class
LT-A-2A, Class
LT-A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Class LT-M-3,
Class LT-M-4,
Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class
LT-B-3
Interests are hereby designated the LT Accretion Directed Classes
(the "LT
Accretion Directed Classes").
On each Distribution Date, 25% of the increase in the
Subordinated
Amount shall be payable as a reduction of the Lower Tier REMIC
Principal Amount
of the LT Accretion Directed Classes (each such Class will be
reduced by an
amount equal to 25% of any increase in the Subordinated Amount that
is
attributable to a reduction in the Class Certificate Balance of
its
Corresponding Class) and shall be accrued and added to the Lower
Tier REMIC
Principal Amount of the Class LT-Accrual Interest. On each
Distribution Date,
the increase in the Lower Tier REMIC Principal Amount of the Class
LT-Accrual
Interest may not exceed interest accruals for such Distribution
Date for the
Class LT-Accrual Interest. All payments of scheduled principal and
prepayments
of principal generated by the Mortgage Loans (including, for the
first
Distribution Date only, the Closing Date Deposit Amount) and all
Subsequent
Recoveries allocable to principal shall be allocated (i) 25% to the
Class
LT-Accrual Interest, (ii) 25% to the LT Accretion Directed Classes
(such
principal payments and Subsequent Recoveries shall be allocated
among such LT
Accretion Directed Classes in an amount equal to 25% of the
principal amounts
and Subsequent Recoveries allocated to their respective
Corresponding Classes),
until paid in full and (iii) 50% to Class LT-Group I(SUB) Interest,
Class
LT-Group I Interest, Class LT-Group II(SUB) Interest, Class
LT-Group II Interest
and Class LT-XX Interest (and further allocated among these Lower
Tier REMIC
Regular Interests in the manner described in the next sentence). As
among the
Class LT-Group I(SUB) Interest, Class LT-Group I Interest, Class
LT-Group
II(SUB) Interest, Class LT-Group II Interest and Class LT-XX
Interest, all
payments of scheduled principal and prepayments of principal
generated by the
Mortgage Loans and Subsequent Recoveries referred to in clause
(iii) of the
previous sentence shall be allocated (i) first, to the Class
LT-Group I(SUB)
Interest, and Class LT-Group II(SUB) Interest, each from the
related Loan Group,
so that their respective Lower Tier REMIC Principal Amount
(computed to at least
eight decimal places) is equal to 0.01% of the related Group
Subordinated Amount
(except that if any such amount is a larger number than in the
preceding
distribution period, the least amount of principal shall be
distributed to the
Class LT-Group I(SUB) Interest and Class LT-Group II(SUB) Interest,
as
applicable, such that the Lower Tier REMIC Subordinated Balance
Ratio is
maintained); (ii) second, to the Class LT-Group I Interest and the
Class
LT-Group II Interest 0.01% of the principal collected in respect of
the related
Loan Group; and (iii) third, any remaining amounts of principal
shall be
distributed to the Class LT-XX Interest. Notwithstanding the above,
principal
payments allocated to the Class X Interest that result in the
reduction in the
Subordinated Amount shall be allocated (i) 50% to the Class
LT-Accrual Interest
(until paid in full) and (ii) 50% to the Class LT-Group I(SUB)
Interest, the
Class LT-Group II(SUB) Interest, the Class LT-Group I Interest, the
Class
LT-Group II Interest and the Class LT-XX Interest (and allocated
among these
Lower Tier REMIC Regular Interests in a manner similar to that
described in the
immediately preceding sentence).
Reductions to Lower Tier REMIC Principal Amounts as a result of
Realized Losses and increases in Lower Tier REMIC Principal Amounts
as a result
of Subsequent Recoveries shall be applied so that after all
distributions have
been made on each Distribution Date (i) the Lower Tier REMIC
Principal Amount of
each LT Accretion Directed Class is equal to 25% of the Class
Certificate
Balance of its Corresponding Class, (ii) the Class LT-Accrual
Interest is equal
to 25% of the aggregate Stated Principal Balance of the Mortgage
Loans plus 25%
of the Subordinated Amount, (iii) the Class LT-Group I(SUB)
Interest is equal to
0.01% of the Group Subordinated Amount of the Group I Mortgage
Loans, (iv) the
Class LT-Group II(SUB) Interest is equal to 0.01% of the Group
Subordinated
Amount of the Group II Mortgage Loans, (v) the Class LT-Group I
Interest is
equal to 0.01% of the aggregate Stated Principal Balance of the
Group I Mortgage
Loans, (vi) the Class LT-Group II Interest is equal to 0.01% of the
aggregate
Stated Principal Balance of the Group II Mortgage Loans and (vii)
the remainder
shall be applied to the Class LT-XX Interest.
Upper Tier REMIC
The Upper Tier REMIC shall issue the following classes of Upper
Tier
REMIC Regular Interests and each such interest, other than the
Class UT-R
Interest, is hereby designated as a regular interest in the Upper
Tier REMIC.
The Class UT-R Interest is hereby designated as the sole class of
residual
interests in the Upper Tier REMIC and shall be represented by the
Class R-II
Certificates.
Initial Upper
Corresponding
Upper Tier REMIC
Upper Tier REMIC Tier REMIC
Class of
Class Designation
Interest Rate Principal Amount
Certificates
--------------------- ------------------ ------------------
-----------------
Class A-1
(1)
$281,626,000 Class A-1
Class A-2A
(2)
$189,572,000 Class A-2A
Class A-2B
(2)
$116,029,000 Class A-2B
Class A-2C
(2)
$10,529,000 Class
A-2C
Class M-1
(3)
$49,743,000 Class
M-1
Class M-2
(3)
$40,965,000 Class
M-2
Class M-3
(3)
$19,229,000 Class
M-3
Class M-4
(3)
$22,991,000 Class
M-4
Class M-5
(3)
$15,884,000 Class
M-5
Class M-6
(3)
$13,794,000 Class
M-6
Class B-1
(3)
$15,446,000 Class
B-1
Class B-2
(3)
$9,196,000
Class B-2
Class B-3
(3)
$11,286,000 Class
B-3
Class IO
(4)
(4)
Class X
(5)
(5)
Class X (5)
Class UT-R
(6)
(6)
Class R-II
----------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
interest
shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the Group I Loan Cap) for the
Corresponding
Class of
Certificates and (ii) the Lower Tier Interest Rate for the
Class
LT-Group I
Interest (the "Upper Tier REMIC Loan Group I Rate").
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
interest
shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the Group II Loan Cap) for the
Corresponding
Class of
Certificates and (ii) the Lower Tier Interest Rate for the
Class
LT-Group
II Interest (the "Upper Tier REMIC Loan Group II Rate").
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
interest
shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the Pool Cap) for the Corresponding
Class of
Certificates and (ii) the Upper Tier REMIC Pool Cap Rate.
(4) This
interest is an interest-only interest and does not have a
principal
balance.
On each Distribution Date, the Class IO Interest shall be
entitled
to receive all interest distributable on the Class LT-IO
Interest.
This interest shall be beneficially owned by the holders of the
Class X
Certificates and shall be held as an asset of the Supplemental
Interest
Account.
(5) The Class X
Interest has an initial principal balance of $39,711,881.22
but it
will not accrue interest on such balance but will accrue
interest
on a
notional principal balance. As of any Distribution Date, the Class
X
Interest
shall have a notional principal balance equal to the aggregate
of
the Lower
Tier Principal Amounts of the Lower Tier REMIC Regular
Interests
(other
than the Class LT-IO Interest) as of the first day of the
related
Interest
Accrual Period. With respect to any Interest Accrual Period,
the
Class X
Interest shall bear interest at a rate equal to the excess, if
any, of
the Lower Tier REMIC WAC Rate over the product of (i) 2 and
(ii)
the
weighted average Lower Tier REMIC Interest Rate of the Lower
Tier
REMIC
Regular Interests (other than Class LT-Group I(SUB), Class
LT-Group
I, Class
LT-Group II(SUB), Class LT-Group II, Class LT-XX and Class
LT-IO
Interests), where the Lower Tier REMIC Interest Rate on the
Class
LT-Accrual
Interest is subject to a cap equal to zero and each
LT-Accretion Directed Class is subject to a cap equal to the Upper
Tier
Interest
Rate on its Corresponding Class of Upper Tier Regular Interest.
With
respect to any Distribution Date, interest that so accrues on
the
notional
principal balance of the Class X Interest shall be deferred in
an
amount
equal to any increase in the Subordinated Amount on such
Distribution Date. Such deferred interest shall not itself bear
interest.
(6) The Class
UT-R Interest does not have an interest rate or a principal
balance.
On each Distribution Date, interest distributable in respect of
the
Lower Tier Interests for such Distribution Date shall be deemed to
be
distributed on the interests in the Upper Tier REMIC at the rates
shown above,
provided that the Class IO Interest shall be entitled to receive
interest before
any other interest in the Upper Tier REMIC.
On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to the
Upper Tier
Interests until the outstanding principal balance of each such
interest equals
the outstanding Class Certificate Balance of the Corresponding
Class of
Certificates as of such Distribution Date.
Certificates
Class Pass-Through Class Certificate
Class Designation
Rate
Balance
-------------------- -------------------- -------------------
Class A-1 (7)
(1)
$281,626,000
Class A-2A (7)
(2)
$189,572,000
Class A-2B (7)
(2)
$116,029,000
Class A-2C (7)
(2)
$10,529,000
Class M-1 (7)
(3)
$49,743,000
Class M-2 (7)
(3)
$40,965,000
Class M-3 (7)
(3)
$19,229,000
Class M-4 (7)
(3)
$22,991,000
Class M-5 (7)
(3)
$15,884,000
Class M-6 (7)
(3)
$13,794,000
Class B-1 (7)
(3)
$15,446,000
Class B-2 (7)
(3)
$9,196,000
Class B-3 (7)
(3)
$11,286,000
Class X
(4)
(4)
Class R-I
(5)
(5)
Class R-II
(6)
(6)
------------------
(1) The Class
A-1 Certificates will bear interest during each Interest
Accrual
Period at
a per annum rate equal to the lesser of (i) LIBOR plus the
applicable
Pass-Through Margin and (ii) the Group I Loan Cap.
(2) The Class
A-2A, Class A-2B and Class A-2C Certificates will bear interest
during
each Interest Accrual Period at a per annum rate equal to the
lesser of
(i) LIBOR plus the applicable Pass-Through Margin and (ii) the
Group II Loan Cap.
(3) The Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class B-1,
Class B-2 and Class B-3 Certificates will bear interest during
each
Interest Accrual Period at a per annum rate equal to the lesser
of
(i) LIBOR plus
the applicable Pass-Through Margin and (ii) the Pool Cap.
(4) The Class X
Certificates will represent beneficial ownership of the Class
X
Interest, the Class IO Interest, the right to receive Class IO
Shortfalls, the Cap Agreement, the Interest Rate Swap Agreement,
amounts
in the
Supplemental Interest Account, subject to the obligation to pay
Net
Swap
Payments to the Swap Provider and Basis Risk Carry Forward
Amounts
and,
without duplication, Upper Tier Carry Forward Amounts to the
LIBOR
Certificates. For federal income tax purposes, the Trustee will
treat a
Class X
Certificateholder's obligation to make payments to the LIBOR
Certificates of Basis Risk Carry Forward Amounts from the Excess
Reserve
Fund
Account and the Supplemental Interest Account and, without
duplication, Upper Tier Carry Forward Amounts from the
Supplemental
Interest
Account and the right to receive Class IO Shortfalls as
payments
made or
received pursuant to a notional principal contract between the
Class X
Certificateholders and the Holders of each Class of LIBOR
Certificates. Such rights of the Class X Certificateholders and
LIBOR
Certificateholders shall be treated as held in a portion of the
Trust Fund
that is
treated as a grantor trust under subpart E, Part I of subchapter
J
of the
Code. The Class X Certificates do not have a Class Certificate
Balance.
(5) The Class
R-I Certificates do not have a principal balance or an interest
rate. The
Class R-I Certificates represent the residual interest in
Pooling
Tier REMIC-1.
(6) The Class
R-II Certificates do not have a principal balance or an
interest
rate. The
Class R-II Certificates represent ownership of the Class PT2-R
Interest,
the Class LT-R Interest and the Class UT-R Interest.
(7) Each of
these Certificates will represent not only the ownership of the
Corresponding Class of Upper Tier REMIC Regular Interest but also
the
right to
receive payments from the Excess Reserve Fund Account and
Supplemental Interest Account in respect of any Basis Risk Carry
Forward
Amounts
and, without duplication, from the Supplemental Interest
Account
in respect
of Upper Tier Carry Forward Amounts. Each of these Certificates
will also
be subject to the obligation to pay Class IO Shortfalls as
described
in Section 8.13. For federal income tax purposes, any amount
distributed on the LIBOR Certificates on any such Distribution Date
in
excess of
the amount distributable on their Corresponding Class of Upper
Tier
Regular Interest on such Distribution Date shall be treated as
having
been paid
from the Excess Reserve Fund Account or the Supplemental
Interest
Account, as applicable, and any amount distributable on such
Corresponding Class of Upper Tier Regular Interest on such
Distribution
Date in
excess of the amount distributable on the Corresponding Class
of
Certificates on such Distribution Date shall be treated as having
been
paid to
the Supplemental Interest Account, all pursuant to, and as
further
provided
in Section 8.13. For federal income tax purposes, the Trustee
will treat
a LIBOR Certificateholder's right to receive payments from the
Excess
Reserve Fund Account and Supplemental Interest Account subject
to
the
obligation to pay Class IO Shortfalls as payments made pursuant to
a
notional
principal contract between the Class X Certificateholders and
the
Holders of
each Class of LIBOR Certificates.
The minimum denomination for each Class of Certificates, other
than
the Class P and Class X Certificates and the Residual Certificates,
will be
$25,000 with integral multiples of $1 in excess thereof except that
one
Certificate in each Class may be issued in a different amount. The
minimum
denomination for each of the Class P and Class X Certificates will
be a 1%
Percentage Interest in such Class, and the minimum denomination for
the Residual
Certificates shall be 100% Percentage Interest in such Class.
It is expected that each Class of Certificates will receive its
final distribution on or prior to the applicable Final Scheduled
Distribution
Date.
Set
forth below are designations of Classes of Certificates to the
categories used herein:
Book-Entry Certificates...... All Classes of Certificates other
than the
Physical Certificates.
Class A Certificates......... Class A-1, Class A-2A, Class A-2B
and
Class A-2C Certificates.
Class B Certificates......... Class B-1, Class B-2 and Class B-3
Certificates.
Class M Certificates......... Class M-1, Class M-2, Class M-3,
Class M-4, Class
M-5 and Class M-6 Certificates.
Delay Certificates........... None.
ERISA-Restricted
Certificates............... Class P and Class X Certificates and
the Residual
Certificates; any certificate with a rating below
the lowest applicable permitted rating under the
Underwriters' Exemption.
Group I Class A Certificates. Class A-1 Certificates.
Group II Class A
Certificates............... Class A-2A, Class A-2B and Class
A-2C
Certificates.
LIBOR Certificates........... Class A and Subordinated
Certificates.
Non-Delay Certificates....... Class A, Class X and Subordinated
Certificates.
Offered Certificates......... All Classes of Certificates other
than the
Private Certificates.
Physical Certificates........ Class P and Class X Certificates and
the
Residual Certificates.
Private Certificates......... Class A-1, Class P and Class X
Certificates and
the Residual Certificates.
Rating Agencies.............. Moody's, Fitch, Standard & Poor's
and DBRS.
Regular Certificates......... All Classes of Certificates other
than the
Class P Certificates and the Residual
Certificates.
Residual Certificates........ Class R-I and Class R-II
Certificates.
Sequential Class M
Certificates............... Class M-1, Class M-2 and Class M-3
Certificates.
Subordinated Certificates.... Class M and Class B Certificates.
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the following
meanings:
Accepted Servicing Practices: With respect to any Mortgage
Loan,
those mortgage servicing practices set forth in Section 3.01(a) of
this
Agreement.
Account: Any of the Collection Account, the Distribution
Account,
any Escrow Account, the Supplemental Interest Account, the
Supplemental Float
Account or the Excess Reserve Fund Account. Each Account shall be
an Eligible
Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of LIBOR Certificates, the
amount of
interest accrued during the related Interest Accrual Period at the
applicable
Pass-Through Rate on the related Class Certificate Balance
immediately prior to
such Distribution Date, as reduced by such Class' share of Net
Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution
Date allocated to such Class pursuant to Section 4.02.
Additional Disclosure Notification: As defined in Section
8.12(c).
Additional Form 10-D Disclosure: As defined in Section 8.12(b).
Additional Form 10-K Disclosure: As defined in Section 8.12(c).
Adjustable Rate Mortgage Loan: An adjustable rate Mortgage
Loan.
Adjusted Net Mortgage Rate: As to each Mortgage Loan and at any
time, the per annum rate equal to the Mortgage Rate less the
Expense Fee Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first
Due Date on which the related Mortgage Rate adjusts as set forth in
the related
Mortgage Note and each Due Date thereafter on which the Mortgage
Rate adjusts as
set forth in the related Mortgage Note.
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: A financing or other facility as described in
Section 10.10.
Advance Reimbursement Amounts: As defined in Section 10.10.
Advancing Person: The Person to whom the Servicer's rights
under
this Agreement to be reimbursed for any P&I Advances or
Servicing Advances have
been assigned pursuant to Section 10.10.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with such first Person. For
the purposes
of this definition, "control" means the power to direct the
management and
policies of such Person, directly or indirectly, whether through
the ownership
of voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Amount Held for Future Distribution: As to the Certificates on
any
Distribution Date, the aggregate amount held in the Collection
Account at the
close of business on the related Determination Date on account of
(i) Principal
Prepayments, Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds and
Subsequent Recoveries on the Mortgage Loans received after the end
of the
related Prepayment Period and (ii) all Scheduled Payments on the
Mortgage Loans
due after the end of the related Due Period.
Analytics Company: Intex Solutions, Inc., or any other bond
analytics service provider identified to the Trustee by the
Depositor.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate Class Certificate
Balance of the
LIBOR Certificates after distributions of principal on such
Distribution Date
exceeds the aggregate Stated Principal Balance of the Mortgage
Loans for such
Distribution Date.
Appraised Value: The value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the
value of the
Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in recordable form (other than
the assignee's
name and recording information not yet returned from the recording
office),
reflecting the sale of the Mortgage to the Trustee.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans, to the extent received by the Trustee (x) the sum
of (i) all
scheduled installments of interest (net of the related Expense
Fees) and
principal due on the Due Date on such Mortgage Loans in the related
Due Period
and received by the Servicer on or prior to the related
Determination Date,
together with any P&I Advances in respect thereof; (ii) all
Condemnation
Proceeds, Insurance Proceeds, Liquidation Proceeds and Subsequent
Recoveries
received by the Servicer during the related Prepayment Period (in
each case, net
of unreimbursed expenses incurred in connection with a liquidation
or
foreclosure and unreimbursed Advances, if any); (iii) all partial
or full
prepayments on the Mortgage Loans received by the Servicer during
the related
Prepayment Period together with all Compensating Interest paid by
the Servicer
in connection therewith (excluding any Prepayment Charges); (iv)
all
Substitution Adjustment Amounts with respect to substitutions of
Mortgage Loans
that occur on or prior to the related Determination Date; (v) all
amounts
received with respect to such Distribution Date as the Repurchase
Price in
respect of a Mortgage Loan repurchased on or prior to the related
Determination
Date; (vi) the proceeds with respect to the termination of the
Trust Fund
pursuant to clause (a) of Section 9.01; and (vii) the Closing Date
Deposit
Amount; reduced by (y) amounts in reimbursement for Advances
previously made
with respect to the Mortgage Loans and other amounts as to which
the Servicer,
the Depositor or the Trustee are entitled to be paid or reimbursed
pursuant to
this Agreement.
Balloon Loan: Any Mortgage Loan that requires only payments of
interest until the stated maturity date of the Mortgage Loan or
Scheduled
Payments of principal (not including the payment due on its stated
maturity
date) that are based on an amortization schedule that would be
insufficient to
fully amortize the principal thereof by the stated maturity date of
the Mortgage
Loan.
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance
Amount for such
Distribution Date over (ii) the Excess Subordinated Amount, if any,
for such
Distribution Date.
Basis Risk Cap Payment: With respect to the Cap Agreement and
for
any Distribution Date, the amount, if any, required to be paid by
the Cap
Provider with respect to such Distribution Date under the Cap
Agreement.
Basis Risk Carry Forward Amount: With respect to each Class of
LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on
such
Distribution Date the Pass-Through Rate for any Class of LIBOR
Certificates is
based upon a Group Loan Cap or the Pool Cap, as applicable, the
excess of (i)
the Accrued Certificate Interest Distribution Amount such Class of
Certificates
would otherwise be entitled to receive on such Distribution Date
had such rate
been calculated as the sum of LIBOR and the applicable Pass-Through
Margin on
such Class of Certificates for such Distribution Date, over (ii)
the Accrued
Certificate Interest Distribution Amount payable on such Class of
Certificates
on such Distribution Date giving effect to (a) with respect to the
Group I Class
A Certificates, the Group I Loan Cap, (b) with respect to the Group
II Class A
Certificates, the Group II Loan Cap, and (c) with respect to each
other Class of
LIBOR Certificates, the Pool Cap, and (B) the portion of any such
excess
described in clause (A) for such Class of Certificates from all
previous
Distribution Dates not previously paid, together with interest
thereon at a rate
equal to the sum of LIBOR and the applicable Pass-Through Margin
for such Class
of Certificates for such Distribution Date.
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the Basis Risk Carry Forward
Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior
to any
reduction for (x) amounts paid from the Excess Reserve Fund Account
to pay any
Basis Risk Carry Forward Amount or (y) any Defaulted Swap
Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan institutions, in (a) the
State of New
York, California, New Jersey or Delaware, (b) the State in which
the Servicer's
servicing operations are located, or (c) any State in which the
Trustee's
Corporate Trust Office is located, are authorized or obligated by
law or
executive order to be closed.
Cap Agreement: The basis risk cap agreement, dated February 27,
2007, between the Cap Provider and the Trustee on behalf of the
Trust, relating
to the Class B Certificates and the Class M Certificates, a copy of
which is
attached hereto as Exhibit U.
Cap Provider: Barclays Bank PLC, a bank authorized and regulated
by
the United Kingdom's Financial Services Authority and a member of
the London
Stock Exchange, and its successors in interest.
Certificate: Any one of the Certificates (other than the
Servicing
Fee Certificate) executed by the Trustee in substantially the forms
attached
hereto as exhibits.
Certificate Balance: With respect to any Class of Certificates,
other than the Class X or Class P Certificates or the Residual
Certificates, at
any date, the maximum dollar amount of principal to which the
Holder thereof is
then entitled hereunder, such amount being equal to the
Denomination thereof
minus all distributions of principal previously made with respect
thereto and in
the case of any Certificates, reduced by any Applied Realized Loss
Amounts
allocated to such Class of Certificates pursuant to Section 4.05;
provided,
however, that immediately following the Distribution Date on which
a Subsequent
Recovery is distributed, the Class Certificate Balances of any
Class or Classes
of Certificates that have been previously reduced by Applied
Realized Loss
Amounts will be increased, in order of seniority, by the amount of
the
Subsequent Recovery distributed on such Distribution Date (up to
the amount of
Unpaid Realized Loss Amount for such Class or Classes for such
Distribution
Date). The Class P and Class X Certificates and the Residual
Certificates have
no Certificate Balance.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Book-Entry
Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register, except that, solely for
the purpose
of giving any consent pursuant to this Agreement, any Certificate
registered in
the name of the Depositor or any Affiliate of the Depositor shall
be deemed not
to be Outstanding and the Percentage Interest evidenced thereby
shall not be
taken into account in determining whether the requisite amount of
Percentage
Interests necessary to effect such consent has been obtained;
provided, however,
that if any such Person (including the Depositor) owns 100% of the
Percentage
Interests evidenced by a Class of Certificates, such Certificates
shall be
deemed to be Outstanding for purposes of any provision hereof that
requires the
consent of the Holders of Certificates of a particular Class as a
condition to
the taking of any action hereunder. The Trustee is entitled to rely
conclusively
on a certification of the Depositor or any Affiliate of the
Depositor in
determining which Certificates are registered in the name of an
Affiliate of the
Depositor.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificate Group: The Group I Class A Certificates or
the
Group II Class A Certificates, as applicable.
Class A Certificates: As specified in the Preliminary
Statement.
Class A Principal Allocation Percentage: With respect to any
Distribution Date, the percentage equivalent of a fraction,
determined as
follows: (A) with respect to the Group I Class A Certificates, a
fraction, the
numerator of which is (x) the portion of the Principal Remittance
Amount for
such Distribution Date that is attributable to the principal
received or
advanced on the Group I Mortgage Loans and the denominator of which
is (y) the
Principal Remittance Amount for such Distribution Date; and (B)
with respect to
the Group II Class A Certificates, a fraction, the numerator of
which is (x) the
portion of the Principal Remittance Amount for such Distribution
Date that is
attributable to the principal received or advanced on the Group II
Mortgage
Loans and the denominator of which is (y) the Principal Remittance
Amount for
such Distribution Date.
Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class
Certificate Balance of
the Class A Certificates immediately prior to such Distribution
Date over (ii)
the lesser of (A) 43.00% of the aggregate Stated Principal Balance
of the
Mortgage Loans for such Distribution Date and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over $4,180,109.
Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1."
Class A-2 Certificates: Collectively, the Class A-2A, Class A-2B
and
Class A-2C Certificates.
Class A-2A Certificates: All Certificates bearing the class
designation of "Class A-2A."
Class A-2B Certificates: All Certificates bearing the class
designation of "Class A-2B."
Class A-2C Certificates: All Certificates bearing the class
designation of "Class A-2C."
Class B Certificates: As specified in the Preliminary
Statement.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1."
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balance of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date), (D) the Class Certificate Balance of the Class
M-5
Certificates (after taking into account the distribution of the
Class M-5
Principal Distribution Amount for such Distribution Date), (E) the
Class
Certificate Balance of the Class M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount for
such
Distribution Date) and (F) the Class Certificate Balance of the
Class B-1
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) 85.60% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date
over
$4,180,109.
Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2."
Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balance of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date), (D) the Class Certificate Balance of the Class
M-5
Certificates (after taking into account the distribution of the
Class M-5
Principal Distribution Amount for such Distribution Date), (E) the
Class
Certificate Balance of the Class M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount for
such
Distribution Date), (F) the Class Certificate Balance of the Class
B-1
Certificates (after taking into account the distribution of the
Class B-1
Principal Distribution Amount for such Distribution Date) and (G)
the Class
Certificate Balance of the Class B-2 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 87.80% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over $4,180,109.
Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3."
Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balance of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date), (D) the Class Certificate Balance of the Class
M-5
Certificates (after taking into account the distribution of the
Class M-5
Principal Distribution Amount for such Distribution Date), (E) the
Class
Certificate Balance of the Class M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount for
such
Distribution Date), (F) the Class Certificate Balance of the Class
B-1
Certificates (after taking into account the distribution of the
Class B-1
Principal Distribution Amount for such Distribution Date), (G) the
Class
Certificate Balance of the Class B-2 Certificates (after taking
into account the
distribution of the Class B-2 Principal Distribution Amount for
such
Distribution Date) and (H) the Class Certificate Balance of the
Class B-3
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) 90.50% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date
over
$4,180,109.
Class Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the Certificate Balances of
all
Certificates of such Class as of such date.
Class IO Interest: As specified in the Preliminary Statement.
Class IO Shortfall: As defined in Section 8.13. For the avoidance
of
doubt, the Class IO Shortfall for any Distribution Date shall equal
the amount
payable to the Class X Certificates in respect of amounts due to
the Swap
Provider on such Distribution Date (other than Defaulted Swap
Termination
Payments) in excess of the amount payable on the Class X Interest
(prior to
reduction for any Basis Risk Payments or Defaulted Swap Termination
Payments) or
Class IO Interest on such Distribution Date, all as further
provided in Section
8.13.
Class LT-R Interest: The sole class of "residual interest" in
the
Lower Tier REMIC evidenced by the Class R-II Certificates.
Class M Certificates: As specified in the Preliminary
Statement.
Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1."
Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2."
Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3."
Class M-4 Certificates: All Certificates bearing the class
designation of "Class M-4."
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balance of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date) and (C)
the Class
Certificate Balance of the Class M-4 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 74.80% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over $4,180,109.
Class M-5 Certificates: All Certificates bearing the class
designation of "Class M-5."
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balance of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date) and (D) the Class Certificate Balance of the
Class M-5
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) 78.60% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date
over
$4,180,109.
Class M-6 Certificates: All Certificates bearing the class
designation of "Class M-6."
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balance of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date), (D) the Class Certificate Balance of the Class
M-5
Certificates (after taking into account the distribution of the
Class M-5
Principal Distribution Amount for such Distribution Date) and (E)
the Class
Certificate Balance of the Class M-6 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 81.90% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over $4,180,109.
Class P Certificates: All Certificates bearing the class
designation
of "Class P."
Class PT1-R Interest: The residual interest in Pooling Tier
REMIC-1
as described in the Preliminary Statement and the related footnote
thereto.
Class PT2-R Interest: The residual interest in Pooling Tier
REMIC-2
as described in the Preliminary Statement and the related footnote
thereto.
Class R-I Certificates: All Certificates bearing the class
designation of "Class R-I."
Class R-II Certificates: All Certificates bearing the class
designation of "Class R-II."
Class UT-R Interest: The sole class of "residual interest" in
the
Upper Tier REMIC evidenced by the Class R-II Certificate.
Class X Certificates: All Certificates bearing the class
designation
of "Class X."
Class X Distributable Amount: On any Distribution Date, the sum
of
(i) as a distribution in respect of interest, the amount of
interest that has
accrued on the Class X Interest (as set forth in the Preliminary
Statement) and
not applied as an Extra Principal Distribution Amount on such
Distribution Date,
plus any such accrued interest remaining undistributed from prior
Distribution
Dates, plus (without duplication) (ii) as a distribution in respect
of
principal, any portion of the principal balance of the Class X
Interest which is
distributable as a Subordination Reduction Amount, minus (iii) any
Defaulted
Swap Termination Payment payable from Available Funds to the Swap
Provider and
any amounts paid from the Excess Reserve Fund Account to pay Basis
Risk Carry
Forward Amounts.
Class X Interest: The Upper Tier REMIC Regular Interest
represented
by the Class X Certificates as specified and described in the
Preliminary
Statement and the related footnote thereto.
Closing Date: February 27, 2007.
Closing Date Deposit Amount: $0 (all of which is allocable to
principal) deposited by the Depositor into the Distribution Account
on the
Closing Date.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: As defined in Section 3.10(a).
Combined Loan-to-Value Ratio or CLTV: As of any date and as to
any
Second-Lien Mortgage Loan, the ratio (expressed as a percentage) of
the (a) sum
of (i) the outstanding principal balance of the Second-Lien
Mortgage Loan and
(ii) the outstanding principal balance as of such date of any
mortgage loan or
mortgage loans that are senior or equal in priority to the
Second-Lien Mortgage
Loan and which are secured by the same Mortgaged Property to (b)
(i) in the case
of a purchase, the lesser of (A) the sale price of the Mortgaged
Property and
(B) its appraised value at the time of sale, or (ii) in the case of
a
refinancing or modification, the appraised value of the Mortgaged
Property at
the time of the refinancing or modification.
Commission: The United States Securities and Exchange
Commission.
Compensating Interest: For any Distribution Date, the lesser of
(a)
the amount, if any, by which the Prepayment Interest Shortfall, if
any, for such
Distribution Date, with respect to voluntary Principal Prepayments
in Full
(excluding any payments made upon liquidation of any Mortgage Loan)
exceeds all
Prepayment Interest Excesses for such Distribution Date on the
Mortgage Loans,
and (b) the amount of the Servicing Fee payable to the Servicer for
such
Distribution Date.
Condemnation Proceeds: All awards or settlements in respect of
a
Mortgaged Property, whether permanent or temporary, partial or
entire, by
exercise of the power of eminent domain or condemnation.
Convertible Mortgage Loan: Any individual Adjustable Rate
Mortgage
Loan which contains a provision whereby the Mortgagor is permitted
to convert
the Adjustable Rate Mortgage Loan to a Fixed Rate Mortgage Loan in
accordance
with the terms of the related Mortgage Note.
Corporate Trust Office: The designated office of the Trustee in
the
State of California at which at any particular time its corporate
trust business
with respect to this Agreement is administered, which office at the
date of the
execution of this Agreement is located at 1761 East St. Andrew
Place, Santa Ana,
California 92705-4934, Attn: Trust Administration - BC07C1,
facsimile no. (714)
247-6478 and which is the address to which notices to and
correspondence with
the Trustee should be directed.
Corresponding Actual Crossover Distribution Date: For each
Pooling
Tier REMIC-2 IO Interest, the related Corresponding Scheduled
Crossover
Distribution Date, unless on such date two times the aggregate
Pooling Tier
REMIC-2 IO Notional Balance of each other Pooling Tier REMIC-2 IO
Interest then
outstanding is less than the scheduled swap notional amount of the
Interest Rate
Swap Agreement applicable for such Distribution Date, in which case
the
Corresponding Actual Crossover Distribution Date for such Pooling
Tier REMIC-2
IO Interest shall be the first Distribution Date thereafter on
which two times
the Pooling Tier REMIC-2 IO Notional Balance of each other Pooling
Tier REMIC-2
IO Interest then outstanding is greater than or equal to the
scheduled swap
notional amount of the Interest Rate Swap Agreement.
Corresponding Class: The class of interests in the Lower Tier
REMIC
or Upper Tier REMIC created under this Agreement that corresponds
to the Class
of interests in the other such REMIC, as applicable, or to a Class
of
Certificates in the manner set out below:
Corresponding
Corresponding
Lower Tier REMIC
Upper Tier REMIC
Corresponding Class of
Class Designation Regular
Interest
Certificates
------------------------ -------------------
-----------------------
Class LT-A-1
Class A-1
Class A-1
Class LT-A-2A
Class A-2A
Class A-2A
Class LT-A-2B
Class A-2B
Class A-2B
Class LT-A-2C
Class A-2C
Class A-2C
Class LT-M-1
Class M-1
Class M-1
Class LT-M-2
Class M-2
Class M-2
Class LT-M-3
Class M-3
Class M-3
Class LT-M-4
Class M-4
Class M-4
Class LT-M-5
Class M-5
Class M-5
Class LT-M-6
Class M-6
Class M-6
Class LT-B-1
Class B-1
Class B-1
Class LT-B-2
Class B-2
Class B-2
Class LT-B-3
Class B-3
Class B-3
Corresponding Pooling Tier REMIC-1 Regular Interest: As described
in
the Preliminary Statement.
Corresponding Pooling Tier REMIC-2 IO Interest: As described in
the
Preliminary Statement.
Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year specified in the
Preliminary Statement
corresponding to a Pooling Tier REMIC-2 IO Interest.
Corresponding Upper Tier REMIC Regular Interest: As defined in
the
Preliminary Statement.
Covered Loan: A Mortgage Loan categorized as Covered pursuant
to
Appendix E of Standard & Poor's Glossary.
Cumulative Loss Percentage: With respect to any Distribution
Date,
the percentage equivalent of a fraction, the numerator of which is
the aggregate
amount of Realized Losses incurred from the Cut-off Date to the
last day of the
calendar month preceding the month in which such Distribution Date
occurs and
the denominator of which is the Cut-off Date Pool Principal Balance
of the
Mortgage Loans.
Cumulative Loss Trigger Event: If, with respect to any
Distribution
Date, the quotient (expressed as a percentage) of (x) the aggregate
amount of
Realized Losses incurred since the Cut-off Date through the last
day of the
related Due Period, divided by (y) the Cut-off Date Pool Principal
Balance,
exceeds the applicable Cumulative Loss Percentages set forth below
with respect
to such Distribution Date:
Distribution Date
Occurring In
Cumulative Loss Percentage
-----------------------------------
-------------------------------------------
March 2009 through February 2010 1.550% for the
first month, plus an
additional 1/12th of 1.900% for each month
thereafter (e.g., 2.500% in September 2009)
March 2010 through February 2011 3.450% for the
first month, plus an
additional 1/12th of 1.900% for each month
thereafter (e.g., 4.400% in September 2010)
March 2011 through February 2012 5.350% for the
first month, plus an
additional 1/12th of 1.550% for each month
thereafter (e.g., 6.125% in September 2011)
March 2012 through February 2013 6.900% for the
first month, plus an
additional 1/12th of 0.850% for each month
thereafter (e.g., 7.325% in September 2012)
March 2013 and thereafter
7.750%
Custodial File: With respect to each Mortgage Loan, the file
retained by the Trustee consisting of items (a) - (h) as listed on
Exhibit K
hereto.
Cut-off Date: February 1, 2007.
Cut-off Date Pool Principal Balance: The aggregate Stated
Principal
Balances of all Mortgage Loans as of the Cut-off Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
Stated
Principal Balance thereof as of the close of business on the
Cut-off Date.
Data
Tape Information: With respect to each Mortgage Loan, the
following information as of the Cut-off Date provided by the
Responsible Party
to the Sponsor pursuant to the Purchase Agreement: (1) the
Responsible Party's
Mortgage Loan identifying number; (2) the Mortgagor's name; (3) the
street
address of the Mortgaged Property including the city, state and zip
code; (4) a
code indicating whether the Mortgagor is self-employed; (5) as to
each Mortgage
Loan, the Stated Principal Balance as of the Cut-off Date; (6) the
Index; (7) a
code indicating whether the Mortgaged Property is owner-occupied;
(8) the number
and type of residential units constituting the Mortgaged Property;
(9) the
original stated months to maturity; (10) the original amortization
months to
maturity; (11) the stated maturity date; (12) the amount of the
Scheduled
Payment as of the Cut-off Date; (13) the first date on which the
Scheduled
Payment was due on the Mortgage Loan and, if such date is not
consistent with
the Due Date currently in effect, such Due Date; (14) the "paid
through date"
based on payments received from the related Mortgagor; (15) the
original
principal amount of the Mortgage Loan; (16) with respect to each
Adjustable Rate
Mortgage Loan, the Minimum Mortgage Rate; (17) with respect to each
Adjustable
Rate Mortgage Loan, the Maximum Mortgage Rate; (18) with respect to
each
Adjustable Rate Mortgage Loan, the initial Periodic Mortgage Rate
Cap; (19) with
respect to each Adjustable Rate Mortgage Loan, the subsequent
Periodic Mortgage
Rate Cap; (20) with respect to each Adjustable Rate Mortgage Loan,
the first
payment Adjustment Date immediately following the Cut-off Date;
(21) with
respect to each Adjustable Rate Mortgage Loan, the first Interest
Rate
Adjustment Date immediately following the Cut-off Date; (22) with
respect to
each Adjustable Rate Mortgage Loan, the Gross Margin; (23) with
respect to each
Adjustable Rate Mortgage Loan, the Mortgage Rate adjustment period;
(24) the
type of Mortgage Loan (i.e., Fixed Rate or Adjustable Rate Mortgage
Loan); (25)
lien position (i.e., First-Lien or Second-Lien Mortgage Loan); (26)
a code
indicating the purpose of the loan (i.e., purchase, rate and term
refinance,
equity take-out refinance); (27) the credit risk score (FICO
score); (28) the
loan credit grade classification (as described in the underwriting
guidelines);
(29) the Mortgage Rate at origination; (30) the Mortgage Rate as of
the Cut-off
Date; (31) the value of the Mortgaged Property; (32) a code
indicating the term
and amount of Prepayment Charges applicable to such Mortgage Loan
(including any
prepayment penalty term), if any; (33) with respect to each
First-Lien Mortgage
Loan, the Loan-to-Value Ratio at origination, and with respect to
each
Second-Lien Mortgage Loan, the Combined Loan-to-Value Ratio at
origination; (34)
the documentation level; (35) the date of origination; (36) a code
indicating
whether the Mortgage Loan is a Balloon Loan; (37) the Due Date for
the first
Scheduled Payment; (38) the original Scheduled Payment due; (39)
the
debt-to-income ratio with respect to the Mortgage Loan; (40) the
Mortgage Rate
calculation method (i.e., 30/360, simple interest, other); (41) a
code
indicating whether the Mortgage Loan is Home Loan; (42) appraisal
verification
(Y/N); (43) type of appraisal verification, if any; (44) with
respect to
Second-Lien Mortgage Loans, the outstanding principal balance of
the superior
lien at origination; (45) whether the Mortgagor is a first-time
home buyer and
(46) whether or not the Mortgage Loan has any silent-second lien
loans. With
respect to the Mortgage Loans in the aggregate, the Data Tape
Information shall
set forth the following information, as of the Cut-off Date: (1)
the number of
Mortgage Loans; (2) the current aggregate outstanding principal
balance of the
Mortgage Loans; (3) the weighted average Mortgage Rate of the
Mortgage Loans;
and (4) the weighted average maturity of the Mortgage Loans.
DBRS: DBRS, Inc. If DBRS is designated as a Rating Agency in
the
Preliminary Statement, for purposes of Section 10.05(c) the address
for notices
to DBRS shall be DBRS, Inc., 55 Broadway, 15th Floor, New York, New
York 10006,
Attention: Quincy Tang, or such other address as DBRS may hereafter
furnish to
the Depositor, the Trustee and the Servicer.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding
under the United
States Bankruptcy Code in the Scheduled Payment for such Mortgage
Loan which
became final and non-appealable, except such a reduction resulting
from a
Deficient Valuation or any reduction that results in a permanent
forgiveness of
principal.
Deemed Material and Adverse Representation: Each representation
and
warranty identified as such on Schedule III to this Agreement.
Defaulted Swap Termination Payment: Any Swap Termination
Payment
required to be paid by the Trust to the Swap Provider pursuant to
the Interest
Rate Swap Agreement as a result of an Event of Default (as defined
in the
Interest Rate Swap Agreement) with respect to which the Swap
Provider is the
defaulting party or a Termination Event (as defined in the Interest
Rate Swap
Agreement) (other than Illegality or a Tax Event that is not a Tax
Event Upon
Merger (each as defined in the Interest Rate Swap Agreement )) with
respect to
which the Swap Provider is the sole Affected Party (as defined in
the Interest
Rate Swap Agreement).
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
of the related Mortgaged Property by a court of competent
jurisdiction in an
amount less than the then outstanding principal balance of the
Mortgage Loan,
which valuation results from a proceeding initiated under the
United States
Bankruptcy Code.
Definitive
Certificates: Any Certificate evidenced by a Physical
Certificate and any Certificate issued in lieu of a Book-Entry
Certificate
pursuant to Section 5.02(e).
Delay Certificates: As specified in the Preliminary Statement.
Deleted
Mortgage Loan: As defined in Section 2.03.
Delinquency Trigger Event: With respect to any Distribution
Date,
the circumstances in which the quotient (expressed as a percentage)
of (x) the
rolling three month average of the aggregate unpaid principal
balance of 60+ Day
Delinquent Mortgage Loans, divided by (y) the aggregate unpaid
principal balance
of the Mortgage Loans, as of the last day of the related Due
Period, equals or
exceeds 28.00% of the prior period's Senior Enhancement
Percentage.
Denomination: With respect to each Certificate, the amount set
forth
on the face thereof as the "Initial Certificate Balance of this
Certificate" or
the Percentage Interest appearing on the face thereof.
Depositor: Securitized Asset Backed Receivables LLC, a Delaware
limited liability company, and its successors in interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is CEDE & Co., as the registered
Holder of the
Book-Entry Certificates. The Depository shall at all times be a
"clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of
the State of New York.
Depository Institution: Any depository institution or trust
company,
including the Trustee, that (a) is incorporated under the laws of
the United
States of America or any State thereof, (b) is subject to
supervision and
examination by federal or state banking authorities and (c) has
outstanding
unsecured commercial paper or other short-term unsecured debt
obligations that
are rated "P-1" by Moody's, "F1+" by Fitch, "A-1" by Standard &
Poor's and, if
rated by DBRS, "R-1" by DBRS (in each case, to the extent they are
designated as
Rating Agencies in the Preliminary Statement).
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination
Date: With respect to each Remittance Date, the 15th
day (or if such day is not a Business Day, the immediately
preceding Business
Day) in the calendar month in which such Remittance Date
occurs.
Disqualified Non-U.S. Person: With respect to a Residual
Certificate, (i) any Non-U.S. Person or agent thereof other than a
Non-U.S.
Person that holds the Residual Certificate in connection with the
conduct of a
trade or business within the United States and has furnished the
transferor and
the Trustee with an effective IRS Form W-8ECI, or (ii) any domestic
entity
classified as a partnership under the Code if any of its direct or
indirect
partners (other than through a U.S. corporation) are (or are
permitted to be
under the applicable partnership agreement) Disqualified Non-U.S.
Persons,
unless such Person described in (i) or (ii) above has delivered to
both the
transferor and the Trustee an opinion of a nationally recognized
tax counsel to
the effect that the transfer of the Residual Certificate to it is
in accordance
with the requirements of the Code and the regulations promulgated
thereunder and
that such transfer of the Residual Certificate will not be
disregarded for
federal income tax purposes.
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.07(d) in the name
of the Trustee
for the benefit of the Certificateholders and designated "Deutsche
Bank National
Trust Company in trust for registered holders of Securitized Asset
Backed
Receivables LLC Trust 2007-NC2 Mortgage Pass-Through Certificates,
Series
2007-NC2." Funds in the Distribution Account shall be held in trust
for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Distribution Account Deposit Date: As to any Distribution Date,
12:00 noon New York City time on the second Business Day
immediately preceding
such Distribution Date.
Distribution Date: The 25th day of each calendar month, or if
such
day is not a Business Day, the next succeeding Business Day,
commencing in March
2007.
Document Certification and Exception Report: The report attached
to
Exhibit F hereto.
Due Date: The day of the month on which the Scheduled Payment is
due
on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the calendar month preceding the
month in which
such Distribution Date occurs and ending on the first day of the
calendar month
in which such Distribution Date occurs.
Eligible Account: Either (i) an account maintained with a federal
or
state-chartered depository institution or trust company that
complies with the
definition of Eligible Institution, (ii) an account maintained with
the
corporate trust department of a federal depository institution
or
state-chartered depository institution subject to regulations
regarding
fiduciary funds on deposit similar to Title 12 of the U.S. Code of
Federal
Regulation Section 9.10(b), which, in either case, has corporate
trust powers
and is acting in its fiduciary capacity or (iii) any other account
acceptable to
each Rating Agency. Eligible Accounts may bear interest, and may
include, if
otherwise qualified under this definition, accounts maintained with
the Trustee.
Each Eligible Account shall be a separate account.
Eligible Institution: A federal or state-chartered depository
institution or trust company the commercial paper, short-term debt
obligations,
or other short-term deposits of which are rated "A-1+" by Standard
& Poor's if
the amounts on deposit are to be held in the account for no more
than 365 days
(or at least "A-2" by Standard & Poor's if the amounts on
deposit are to be held
in the account for no more than 30 days), or the long-term
unsecured debt
obligations of which are rated at least "AA-" by Standard &
Poor's if the
amounts on deposit are to be held in the account for no more than
365 days, and
the commercial paper, short-term debt obligations or other
short-term deposits
of which are rated at least "P-1" by Moody's and "F1+" by Fitch (or
a comparable
rating if another Rating Agency is specified by the Depositor by
written notice
to the Servicer and the Trustee) (in each case, to the extent they
are
designated as Rating Agencies in the Preliminary Statement).
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that meets the requirements of
Prohibited
Transaction Exemption ("PTE") 2002-41, 67 Fed. Reg. 54487 (2002)
(or any
successor thereto), or any substantially similar administrative
exemption
granted by the U.S. Department of Labor.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
Escrow Account: The Eligible Account or Accounts established
and
maintained pursuant to Section 3.09(b).
Escrow Payments: As defined in Section 3.09(b).
Event of Default: As defined in Section 7.01.
Excess Reserve Fund Account: The separate Eligible Account
created
and maintained by the Trustee pursuant to Sections 3.07(b) and
3.07(c) in the
name of the Trustee for the benefit of the Regular
Certificateholders and
designated "Deutsche Bank National Trust Company in trust for
registered holders
of Securitized Asset Backed Receivables LLC Trust 2007-NC2,
Mortgage
Pass-Through Certificates, Series 2007-NC2". Funds in the Excess
Reserve Fund
Account shall be held in trust for the Regular Certificateholders
for the uses
and purposes set forth in this Agreement. Amounts on deposit in the
Excess
Reserve Fund Account shall not be invested.
Excess Subordinated Amount: With respect to any Distribution
Date,
the excess, if any, of (a) the Subordinated Amount on such
Distribution Date
over (b) the Specified Subordinated Amount for such Distribution
Date.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Expense Fee Rate: As to each Mortgage Loan, a per annum rate
equal
to the sum of the Servicing Fee Rate and the Trustee Fee Rate.
Expense Fees: As to each Mortgage Loan, the sum of the Servicing
Fee
and the Trustee Fee.
Extra Principal Distribution Amount: As of any Distribution
Date,
the lesser of (x) the related Total Monthly Excess Spread for such
Distribution
Date and (y) the related Subordination Deficiency for such
Distribution Date.
Fannie Mae: The Federal National Mortgage Association, or any
successor thereto.
Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie
Mae
Servicers' Guide and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
Final Recovery Determination: With respect to any defaulted
Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO
Property purchased
by the Responsible Party as contemplated by this Agreement), a
determination
made by the Servicer that all Insurance Proceeds, Condemnation
Proceeds,
Liquidation Proceeds and other payments or recoveries which the
Servicer, in its
reasonable good faith judgment, expects to be finally recoverable
in respect
thereof have been so recovered. The Servicer shall maintain
records, prepared by
a Servicing Officer, of each Final Recovery Determination made
thereby.
Final Scheduled Distribution Date: The Final Scheduled
Distribution
Date for each Class of Certificates is the Distribution Date
occurring in
January 2037.
First-Lien Mortgage Loan: A Mortgage Loan secured by a
first-lien
Mortgage on the related Mortgaged Property.
Fitch: Fitch, Inc., or any successor thereto. If Fitch is
designated
as a Rating Agency in the Preliminary Statement, for purposes of
Section
10.05(c) the address for notices to Fitch shall be Fitch, Inc., One
State Street
Plaza, New York, New York 10004, Attention: MBS Monitoring -
Securitized Asset
Backed Receivables LLC Trust 2007-NC2, or such other address as
Fitch may
hereafter furnish to the Depositor, the Trustee and the
Servicer.
Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan.
Fixed Swap Rate: For any Distribution Date and the related
Interest
Accrual Period a per annum rate equal to the product of (i) 2 and
(ii) the rate
specified in the Interest Rate Swap Agreement for such Distribution
Date and
related Interest Accrual Period.
Form 8-K Disclosure Information: As defined in Section 8.12(g).
Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate
instrumentality of the United States created and existing under
Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Gross Margin: With respect to each Adjustable Rate Mortgage
Loan,
the fixed percentage amount set forth in the related Mortgage Note
to be added
to the applicable Index to determine the Mortgage Rate.
Group I Class A Certificates: As specified in the Preliminary
Statement.
Group I Loan Cap: With respect to the Group I Mortgage Loans as
of
any Distribution Date, a per annum rate equal to the product of (i)
the weighted
average of the Adjusted Net Mortgage Rates then in effect on the
beginning of
the related Due Period on the Group I Mortgage Loans minus the
product of (A)
the Net Swap Payment plus any Swap Termination Payment (other than
a Defaulted
Swap Termination Payment), if any, made to the Swap Provider from
Available
Funds, expressed as a percentage equal to a fraction, the numerator
of which is
equal to the Net Swap Payment plus any Swap Termination Payment
(other than a
Defaulted Swap Termination Payment), if any, made to the Swap
Provider from
Available Funds and the denominator of which is equal to the
aggregate Stated
Principal Balance of the Mortgage Loans at the beginning of such
Due Period and
(B) 12 and (ii) a fraction, the numerator of which is 30 and the
denominator of
which is the actual number of days in the related Interest Accrual
Period. With
respect to the first Due Period and the first Distribution Date,
the Group I
Loan Cap shall be reduced by a fraction, the numerator of which is
the portion
of the Closing Date Deposit Amount allocable to the Group I
Mortgage Loans and
the denominator of which is the portion of the Cut-off Date Pool
Principal
Balance relating to the Group I Mortgage Loans.
Group I Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group I Mortgage Loans.
Group II Class A Certificates: As specified in the Preliminary
Statement.
Group II Loan Cap: With respect to the Group II Mortgage Loans as
of
any Distribution Date, a per annum rate equal to the product of (i)
the weighted
average of the Adjusted Net Mortgage Rates then in effect on the
beginning of
the related Due Period on the Group II Mortgage Loans minus the
product of (A)
the Net Swap Payment plus any Swap Termination Payment (other than
a Defaulted
Swap Termination Payment), if any, made to the Swap Provider from
Available
Funds, expressed as a percentage equal to a fraction, the numerator
of which is
equal to the Net Swap Payment plus any Swap Termination Payment
(other than a
Defaulted Swap Termination Payment), if any, made to the Swap
Provider from
Available Funds and the denominator of which is equal to the
aggregate Stated
Principal Balance of the Mortgage Loans at the beginning of such
Due Period and
(B) 12 and (ii) a fraction, the numerator of which is 30 and the
denominator of
which is the actual number of days in the related Interest Accrual
Period. With
respect to the first Due Period and the first Distribution Date,
the Group II
Loan Cap shall be reduced by a fraction, the numerator of which is
the portion
of the Closing Date Deposit Amount allocable to the Group I
Mortgage Loans and
the denominator of which is the portion of the Cut-off Date Pool
Principal
Balance relating to the Group I Mortgage Loans.
Group II Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group II Mortgage Loans.
Group Loan Cap: The Group I Loan Cap or the Group II Loan Cap,
as
applicable.
Group Subordinated Amount: For any Distribution Date and (i) for
the
Group I Mortgage Loans, the excess of the aggregate Stated
Principal Balance of
the Group I Mortgage Loans as of the beginning of the related Due
Period over
the Class Certificate Balance of the Class A-1 Certificates
immediately prior to
the current Distribution Date and (ii) for the Group II Mortgage
Loans, the
excess of the aggregate Stated Principal Balance of the Group II
Mortgage Loans
as of the beginning of the related Due Period over the aggregate
Class
Certificate Balance of the Class A-2 Certificates immediatel
