EXHIBIT 4
GS MORTGAGE SECURITIES CORP.,
Depositor,
NC CAPITAL CORPORATION,
Responsible Party,
COUNTRYWIDE HOME LOANS SERVICING LP,
Servicer,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
Servicer,
WILSHIRE CREDIT CORPORATION,
Servicer,
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
Custodian,
WELLS FARGO BANK, N.A.,
Custodian,
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
-------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
-------------------------------
GSAMP TRUST 2005-HE3
MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES 2005-HE3
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS
Section 1.01
Definitions.................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage
Loans................................
Section 2.02 Acceptance by the Trustee of
the Mortgage Loans.............
Section 2.03 Representations, Warranties
and Covenants of Each Servicer,
Each Custodian and the Responsible Party.................
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.............
Section 2.08 Enforcement of Purchaser
Obligations........................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers to Service
Mortgage Loans.........................
Section 3.02 Subservicing Agreements
between a Servicer and Subservicers.
Section 3.03 Successor
Subservicers......................................
Section 3.04 Liability of the
Servicers..................................
Section 3.05 No Contractual Relationship
between Subservicers and the
Trustee
Section 3.06 Assumption or Termination of
Subservicing Agreements by
Trustee
Section 3.07 Collection of Certain
Mortgage Loan Payments................
Section 3.08 Subservicing
Accounts.......................................
Section 3.09 Collection of Taxes,
Assessments and Similar Items; Escrow
Accounts
Section 3.10 Collection
Accounts.........................................
Section 3.11 Withdrawals from the
Collection Accounts....................
Section 3.12 Investment of Funds in the
Collection Accounts and the
Distribution Account.....................................
Section 3.13 Maintenance of Hazard
Insurance, Errors and Omissions and
Fidelity Coverage........................................
Section 3.14 Enforcement of Due-on-Sale
Clauses; Assumption Agreements...
Section 3.15 Realization upon Defaulted
Mortgage Loans...................
Section 3.16 Release of Mortgage
Files...................................
Section 3.17 Title, Conservation and
Disposition of REO Property.........
Section 3.18 Notification of
Adjustments.................................
Section 3.19 Access to Certain
Documentation and Information Regarding
the Mortgage Loans.......................................
Section 3.20 Documents, Records and Funds
in Possession of the Servicers
to Be Held for the Trustee...............................
Section 3.21 Servicing
Compensation......................................
Section 3.22 Annual Statement as to
Compliance...........................
Section 3.23 Annual Independent Public
Accountants' Servicing Statement;
Financial Statements.....................................
Section 3.24 Trustee to Act as
Servicer..................................
Section 3.25 Compensating
Interest.......................................
Section 3.26 Credit Reporting;
Gramm-Leach-Bliley Act....................
Section 3.27 Excess Reserve Fund Account;
Distribution Account...........
Section 3.28 Optional Purchase of
Delinquent Mortgage Loans..............
Section 3.29 Transfer of Servicing for
Certain Fremont Mortgage Loans
and Certain Acoustic Mortgage Loans......................
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICERS
Section 4.01
Advances....................................................
Section 4.02 Priorities of
Distribution..................................
Section 4.03 Monthly Statements to
Certificateholders....................
Section 4.04 Certain Matters Relating to
the Determination of LIBOR......
Section 4.05 Allocation of Applied
Realized Loss Amounts.................
Section 4.06 Supplemental Interest
Trust.................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates............................................
Section 5.02 Certificate Register;
Registration of Transfer and
Exchange of Certificates.................................
Section 5.03 Mutilated, Destroyed, Lost
or Stolen Certificates...........
Section 5.04 Persons Deemed
Owners.......................................
Section 5.05 Access to List of
Certificateholders' Names and Addresses...
Section 5.06 Maintenance of Office or
Agency.............................
ARTICLE VI
THE DEPOSITOR AND THE SERVICERS
Section 6.01 Respective Liabilities of
the Depositor and the Servicers...
Section 6.02 Merger or Consolidation of
the Depositor or a Servicer......
Section 6.03 Limitation on Liability of
the Depositor, the Servicers
and Others
Section 6.04 Limitation on Resignation of
a Servicer.....................
Section 6.05 Additional Indemnification
by the Servicers; 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 Custodians and the Trustee....
Section 8.03 Trustee Not Liable for
Certificates or Mortgage Loans.......
Section 8.04 Trustee May Own
Certificates................................
Section 8.05 Trustee's Fees and
Expenses.................................
Section 8.06 Eligibility Requirements for
the Trustee....................
Section 8.07 Resignation and Removal of
the Trustee......................
Section 8.08 Successor
Trustee...........................................
Section 8.09 Merger or Consolidation of
the Trustee......................
Section 8.10 Appointment of Co-Trustee or
Separate Trustee...............
Section 8.11 Tax
Matters.................................................
Section 8.12 Periodic
Filings............................................
Section 8.13 Tax Treatment of Upper-Tier
Carry Forward Amounts and
Basis Risk Carry Forward Amounts.........................
Section 8.14 Custodial
Responsibilities..................................
Section 8.15 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 Assignment; Sales; Advance
Facilities.......................
Section 10.08 Limitation on Rights of
Certificateholders..................
Section 10.09 Inspection and Audit
Rights.................................
Section 10.10 Certificates Nonassessable and
Fully Paid...................
Section 10.11 Waiver of Jury
Trial........................................
Section 10.12 Limitation of
Damages.......................................
Section 10.13 Rights of the Swap
Provider.................................
SCHEDULES
Schedule I Mortgage Loan
Schedule
Schedule II Representations and
Warranties of Countrywide, as Servicer
Schedule III Representations and
Warranties of JPMorgan, as Servicer
Schedule IV Representations and
Warranties of Wilshire, as Servicer
Schedule V Representations
and Warranties of J.P. Morgan Trust Company,
National Association, as Custodian
Schedule VI Representations and
Warranties of Wells Fargo Bank, N.A., as
Custodian
Schedule VII Representations and
Warranties of the Responsible Party as to the
Individual Mortgage Loans
Schedule VIII Representations and Warranties of
the Responsible Party
EXHIBITS
Exhibit A-1 Form of Class A, Class
M and Class B Certificates
Exhibit B Form of
Class P Certificate
Exhibit C-1 Form of Class R-1
Certificate
Exhibit C-2 Form of Class R-2
Certificate
Exhibit D Form of
Class X Certificate
Exhibit E Form of
Initial Certification of Custodians or Trustee
Exhibit F Form of
Document Certification and Exception Report of Custodians
or 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
Investment Letter (Non-Rule 144A)
Exhibit K Form of
Request for Release
Exhibit L Contents
of Each Mortgage File
Exhibit M Servicer
Reporting Requirements
Exhibit N Form of
Certification to be provided with Form 10-K
Exhibit O Form of
Trustee Certification to be provided to Depositor
Exhibit P Form of
Servicer Certification to be provided to Depositor
Exhibit Q Fremont
Agreements
Exhibit R
Representations and Warranties Agreement
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of June 1, 2005,
is
among GS MORTGAGE SECURITIES CORP., a
Delaware corporation (the "Depositor"), NC
CAPITAL CORPORATION, a California
corporation (the "Responsible Party"),
COUNTRYWIDE HOME LOANS SERVICING LP, a
Texas limited partnership
("Countrywide"), JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, a national banking
association ("JPMorgan"), WILSHIRE CREDIT
CORPORATION, a Nevada corporation
("Wilshire" and together with Countrywide
and JPMorgan, the "Servicers"), J.P.
MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
a national banking association
("J.P. Morgan Trust Company"), WELLS FARGO
BANK, N.A., a national banking
association ("Wells Fargo" and together
with J.P. Morgan Trust Company, the
"Custodians"), 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
Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the Supplemental
Interest Trust, (iv) the Excess Reserve
Fund Account, and (v) the right of the
LIBOR Certificates to receive Upper-Tier
Carry Forward Amounts and, without
duplication, Basis Risk Carry Forward Amounts
and the obligation to pay Class IO
Shortfalls) be treated for federal income tax
purposes as comprising 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).
The Class X Interest and each Class of
LIBOR Certificates (other than the right of
each Class of LIBOR Certificates to
receive Upper-Tier Carry Forward Amounts
and, without duplication, Basis Risk
Carry Forward Amounts and the obligation to
pay Class IO Shortfalls) represents
ownership of a regular interest in a REMIC
for purposes of the REMIC Provisions.
The Class R-2 Certificates represent
ownership of the sole class of residual
interest in Pooling-Tier REMIC-1 for
purposes of the REMIC Provisions. The Class
R-1 Certificates represent ownership of the
sole class of residual interest in
each of Pooling-Tier REMIC-2, the
Lower-Tier REMIC and the Upper-Tier REMIC for
purposes of the REMIC Provisions. The
Start-up Day for each REMIC described
herein is the Closing Date. The latest
possible maturity date for each
Certificate is the latest date referenced
in Section 2.06. The Upper-Tier REMIC
shall hold as assets the several classes of
uncertificated Lower-Tier Regular
Interests, set out below. The Lower-Tier
REMIC shall hold as assets the several
classes of uncertificated Pooling-Tier
REMIC-2 Regular Interests. Pooling-Tier
REMIC-2 shall hold as assets the several
classes of uncertificated Pooling-Tier
REMIC-1 Regular Interests. Pooling-Tier
REMIC-1 shall hold as assets the assets
of the Trust Fund (exclusive of (i) the
Prepayment Premiums, (ii) the Interest
Rate Swap Agreement, (iii) the Supplemental
Interest Trust, (iv) the Excess
Reserve Fund Account, and (v) the right of
the LIBOR Certificates to receive
Upper-Tier Carry Forward Amounts and,
without duplication, Basis Risk Carry
Forward Amounts and the obligation to pay
Class IO Shortfalls).
For federal income tax purposes, each Class of LIBOR
Certificates
represents a beneficial ownership of a
regular interest in the Upper-Tier REMIC,
the right to receive Upper-Tier Carry
Forward Amounts (and, without duplication,
Basis Risk Carry Forward Amounts), and the
obligation to pay Class IO
Shortfalls, the Class X Certificates
represent beneficial ownership of the Class
X Regular Interest, the Interest Rate Swap
Agreement, the Supplemental Interest
Trust, the Excess Reserve Fund Account and
the right to receive Class IO
Shortfalls, and the Class P Certificates
represent beneficial ownership of the
Prepayment Premiums, 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 is hereby designated as a regular
interest in the Pooling-Tier REMIC-1.
Pooling-Tier REMIC-1 Interests with an "I"
in their designation shall relate to Loan
Group I and Pooling Tier REMIC-1
Interests with a "II" in their designation
shall relate to Loan Group II.
Pooling-Tier REMIC-1 shall also issue the
Class R-2 Certificates. The Class R-2
Certificates are hereby designated as the
sole class of residual interest in
Pooling-Tier REMIC-1. The Class R-2
Certificates shall have a $100 Class
Certificate Balance and shall have no
interest rate.
Pooling-Tier Initial
Pooling-Tier
Pooling-Tier
REMIC-1
REMIC-1 Principal
REMIC-1 Interest
Interest Rate
Amount
----------------
-------------
--------------------
Class PT1-I-1
(1)
$19,903,932.97
Class PT1-I-2A
(2)
$4,459,041.70
Class PT1-I-2B
(3)
$4,459,041.70
Class PT1-I-3A
(2)
$5,470,815.78
Class PT1-I-3B
(3)
$5,470,815.78
Class PT1-I-4A
(2)
$6,153,290.75
Class PT1-I-4B
(3)
$6,153,290.75
Class PT1-I-5A
(2)
$6,806,707.14
Class PT1-I-5B
(3)
$6,806,707.14
Class PT1-I-6A
(2)
$7,423,863.08
Class PT1-I-6B
(3)
$7,423,863.08
Class PT1-I-7A
(2)
$7,997,647.03
Class PT1-I-7B
(3)
$7,997,647.03
Class PT1-I-8A
(2)
$8,510,851.14
Class PT1-I-8B
(3)
$8,510,851.14
Class PT1-I-9A
(2)
$8,957,410.79
Class PT1-I-9B
(3)
$8,957,410.79
Class PT1-I-10A
(2)
$8,496,213.58
Class PT1-I-10B
(3)
$8,496,213.58
Class PT1-I-11A
(2)
$8,040,707.43
Class PT1-I-11B
(3)
$8,040,707.43
Class PT1-I-12A
(2)
$7,609,130.99
Class PT1-I-12B
(3)
$7,609,130.99
Class PT1-I-13A
(2)
$7,200,787.71
Class PT1-I-13B
(3)
$7,200,787.71
Class PT1-I-14A
(2)
$6,814,423.91
Class PT1-I-14B
(3)
$6,814,423.91
Class PT1-I-15A
(2)
$6,448,853.42
Class PT1-I-15B
(3)
$6,448,853.42
Class PT1-I-16A
(2)
$6,102,953.96
Class PT1-I-16B
(3)
$6,102,953.96
Class PT1-I-17A
(2)
$5,775,664.58
Class PT1-I-17B
(3)
$5,775,664.58
Class PT1-I-18A
(2)
$5,465,981.06
Class PT1-I-18B
(3)
$5,465,981.06
Class PT1-I-19A
(2)
$5,172,954.12
Class PT1-I-19B
(3)
$5,172,954.12
Class PT1-I-20A
(2)
$4,895,685.05
Class PT1-I-20B
(3)
$4,895,685.05
Class PT1-I-21A
(2)
$56,309,714.74
Class PT1-I-21B
(3)
$56,309,714.74
Class PT1-I-22A
(2)
$1,001,233.46
Class PT1-I-22B
(3)
$1,001,233.46
Class PT1-I-23A
(2)
$952,805.65
Class PT1-I-23B
(3)
$952,805.65
Class PT1-I-24A
(2)
$906,737.33
Class PT1-I-24B
(3)
$906,737.33
Class PT1-I-25A
(2)
$862,912.55
Class PT1-I-25B
(3)
$862,912.55
Class PT1-I-26A
(2)
$821,221.11
Class PT1-I-26B
(3)
$821,221.11
Class PT1-I-27A
(2)
$781,558.48
Class PT1-I-27B
(3)
$781,558.48
Class PT1-I-28A
(2)
$743,824.73
Class PT1-I-28B
(3)
$743,824.73
Class PT1-I-29A
(2)
$707,925.76
Class PT1-I-29B
(3)
$707,925.76
Class PT1-I-30A
(2)
$673,771.25
Class PT1-I-30B
(3)
$673,771.25
Class PT1-I-31A
(2)
$641,276.25
Class PT1-I-31B
(3)
$641,276.25
Class PT1-I-32A
(2)
$610,359.08
Class PT1-I-32B
(3)
$610,359.08
Class PT1-I-33A
(2)
$580,942.45
Class PT1-I-33B
(3)
$580,942.45
Class PT1-I-34A
(2)
$552,608.46
Class PT1-I-34B
(3)
$552,608.46
Class PT1-I-35A
(2)
$3,203,469.71
Class PT1-I-35B
(3)
$3,203,469.71
Class PT1-I-36A
(2)
$353,344.76
Class PT1-I-36B
(3)
$353,344.76
Class PT1-I-37A
(2)
$337,365.31
Class PT1-I-37B
(3)
$337,365.31
Class PT1-I-38A
(2)
$322,106.38
Class PT1-I-38B
(3)
$322,106.38
Class PT1-I-39A
(2)
$307,535.52
Class PT1-I-39B
(3)
$307,535.52
Class PT1-I-40A
(2)
$293,622.06
Class PT1-I-40B
(3)
$293,622.06
Class PT1-I-41A
(2)
$280,336.02
Class PT1-I-41B
(3)
$280,336.02
Class PT1-I-42A
(2)
$267,649.51
Class PT1-I-42B
(3)
$267,649.51
Class PT1-I-43A
(2)
$255,535.14
Class PT1-I-43B
(3)
$255,535.14
Class PT1-I-44A
(2)
$243,967.80
Class PT1-I-44B
(3)
$243,967.80
Class PT1-I-45A
(2)
$232,922.22
Class PT1-I-45B
(3)
$232,922.22
Class PT1-I-46A
(2)
$222,375.23
Class PT1-I-46B
(3)
$222,375.23
Class PT1-I-47A
(2)
$212,304.36
Class PT1-I-47B
(3)
$212,304.36
Class PT1-I-48A
(2)
$202,688.22
Class PT1-I-48B (3)
$202,688.22
Class PT1-I-49A
(2)
$193,506.12
Class PT1-I-49B
(3)
$193,506.12
Class PT1-I-50A
(2)
$184,738.82
Class PT1-I-50B
(3)
$184,738.82
Class PT1-I-51A
(2)
$176,367.40
Class PT1-I-51B
(3)
$176,367.40
Class PT1-I-52A
(2)
$168,373.92
Class PT1-I-52B
(3)
$168,373.92
Class PT1-I-53A
(2)
$160,741.77
Class PT1-I-53B
(3)
$160,741.77
Class PT1-I-54A
(2)
$153,454.46
Class PT1-I-54B
(3)
$153,454.46
Class PT1-I-55A
(2)
$146,496.35
Class PT1-I-55B
(3)
$146,496.35
Class PT1-I-56A
(2)
$139,852.59
Class PT1-I-56B
(3)
$139,852.59
Class PT1-I-57A
(2)
$133,509.18
Class PT1-I-57B
(3)
$133,509.18
Class PT1-I-58A
(2)
$127,452.72
Class PT1-I-58B
(3)
$127,452.72
Class PT1-I-59A
(2)
$121,669.71
Class PT1-I-59B
(3)
$121,669.71
Class PT1-I-60A
(2)
$116,149.68
Class PT1-I-60B
(3)
$116,149.68
Class PT1-I-61A
(2)
$2,431,896.02
Class PT1-I-61B
(3)
$2,431,896.02
Class PT1-II-1
(4)
$41,132,968.03
Class PT1-II-2A
(5)
$9,214,897.30
Class PT1-II-2B
(6)
$9,214,897.30
Class PT1-II-3A
(5)
$11,305,793.72
Class PT1-II-3B
(6)
$11,305,793.72
Class PT1-II-4A
(5)
$12,716,172.25
Class PT1-II-4B
(6)
$12,716,172.25
Class PT1-II-5A
(5)
$14,066,499.36
Class PT1-II-5B
(6)
$14,066,499.36
Class PT1-II-6A
(5)
$15,341,891.92
Class PT1-II-6B
(6)
$15,341,891.92
Class PT1-II-7A
(5)
$16,527,653.47
Class PT1-II-7B
(6)
$16,527,653.47
Class PT1-II-8A
(5)
$17,588,222.86
Class PT1-II-8B
(6)
$17,588,222.86
Class PT1-II-9A
(5)
$18,511,067.21
Class PT1-II-9B
(6)
$18,511,067.21
Class PT1-II-10A (5)
$17,557,973.42
Class PT1-II-10B (6)
$17,557,973.42
Class PT1-II-11A (5)
$16,616,640.57
Class PT1-II-11B (6)
$16,616,640.57
Class PT1-II-12A (5)
$15,724,760.01
Class PT1-II-12B (6)
$15,724,760.01
Class PT1-II-13A
(5)
$14,880,892.29
Class PT1-II-13B (6)
$14,880,892.29
Class PT1-II-14A (5)
$14,082,446.59
Class PT1-II-14B (6)
$14,082,446.59
Class PT1-II-15A (5)
$13,326,971.58
Class PT1-II-15B (6)
$13,326,971.58
Class PT1-II-16A (5)
$12,612,148.04
Class PT1-II-16B (6)
$12,612,148.04
Class PT1-II-17A (5)
$11,935,783.42
Class PT1-II-17B (6)
$11,935,783.42
Class PT1-II-18A (5)
$11,295,802.44
Class PT1-II-18B (6)
$11,295,802.44
Class PT1-II-19A (5)
$10,690,243.38
Class PT1-II-19B (6)
$10,690,243.38
Class PT1-II-20A (5)
$10,117,248.95
Class PT1-II-20B (6)
$10,117,248.95
Class PT1-II-21A (5)
$116,367,657.76
Class PT1-II-21B (6)
$116,367,657.76
Class PT1-II-22A (5)
$2,069,113.54
Class PT1-II-22B (6)
$2,069,113.54
Class PT1-II-23A (5)
$1,969,034.35
Class PT1-II-23B (6)
$1,969,034.35
Class PT1-II-24A (5)
$1,873,831.17
Class PT1-II-24B (6)
$1,873,831.17
Class PT1-II-25A (5)
$1,783,264.45
Class PT1-II-25B (6)
$1,783,264.45
Class PT1-II-26A (5)
$1,697,106.39
Class PT1-II-26B (6)
$1,697,106.39
Class PT1-II-27A (5)
$1,615,141.02
Class PT1-II-27B (6)
$1,615,141.02
Class PT1-II-28A (5)
$1,537,161.77
Class PT1-II-28B (6)
$1,537,161.77
Class PT1-II-29A (5)
$1,462,974.24
Class PT1-II-29B (6)
$1,462,974.24
Class PT1-II-30A (5)
$1,392,391.75
Class PT1-II-30B (6)
$1,392,391.75
Class PT1-II-31A (5)
$1,325,238.75
Class PT1-II-31B (6)
$1,325,238.75
Class PT1-II-32A (5)
$1,261,346.42
Class PT1-II-32B (6)
$1,261,346.42
Class PT1-II-33A (5)
$1,200,555.05
Class PT1-II-33B (6)
$1,200,555.05
Class PT1-II-34A (5)
$1,142,001.04
Class PT1-II-34B (6)
$1,142,001.04
Class PT1-II-35A (5)
$6,620,176.79
Class PT1-II-35B (6)
$6,620,176.79
Class PT1-II-36A (5)
$730,209.74
Class PT1-II-36B (6)
$730,209.74
Class PT1-II-37A (5)
$697,187.19
Class PT1-II-37B (6)
$697,187.19
Class PT1-II-38A (5)
$665,653.62
Class PT1-II-38B (6)
$665,653.62
Class PT1-II-39A (5)
$635,541.98
Class PT1-II-39B (6)
$635,541.98
Class PT1-II-40A (5)
$606,788.94
Class PT1-II-40B (6)
$606,788.94
Class PT1-II-41A (5)
$579,332.48
Class PT1-II-41B
(6)
$579,332.48
Class PT1-II-42A (5)
$553,114.99
Class PT1-II-42B (6)
$553,114.99
Class PT1-II-43A (5)
$528,079.86
Class PT1-II-43B (6)
$528,079.86
Class PT1-II-44A (5)
$504,175.20
Class PT1-II-44B (6)
$504,175.20
Class PT1-II-45A (5)
$481,348.78
Class
PT1-II-45B (6)
$481,348.78
Class PT1-II-46A (5)
$459,552.77
Class PT1-II-46B (6)
$459,552.77
Class PT1-II-47A (5)
$438,740.64
Class PT1-II-47B (6)
$438,740.64
Class PT1-II-48A (5)
$418,868.28
Class PT1-II-48B (6)
$418,868.28
Class PT1-II-49A (5)
$399,892.88
Class PT1-II-49B (6)
$399,892.88
Class PT1-II-50A (5)
$381,774.68
Class PT1-II-50B (6)
$381,774.68
Class PT1-II-51A (5)
$364,474.60
Class PT1-II-51B (6)
$364,474.60
Class PT1-II-52A (5)
$347,955.58
Class PT1-II-52B (6)
$347,955.58
Class PT1-II-53A (5)
$332,183.23
Class PT1-II-53B (6)
$332,183.23
Class PT1-II-54A (5)
$317,123.54
Class PT1-II-54B (6)
$317,123.54
Class PT1-II-55A (5)
$302,744.15
Class PT1-II-55B (6)
$302,744.15
Class PT1-II-56A (5)
$289,014.41
Class PT1-II-56B (6)
$289,014.41
Class PT1-II-57A (5)
$275,905.32
Class PT1-II-57B (6)
$275,905.32
Class PT1-II-58A (5)
$263,389.28
Class PT1-II-58B (6)
$263,389.28
Class PT1-II-59A (5)
$251,438.29
Class PT1-II-59B (6)
$251,438.29
Class PT1-II-60A (5)
$240,030.82
Class PT1-II-60B (6)
$240,030.82
Class PT1-II-61A (5)
$5,025,669.98
Class PT1-II-61B (6)
$5,025,669.98
Class PT1-R
(7)
$100.00
------------
(1) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group I WAC Rate.
(2) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 Loan Group I WAC Rate, subject to
a maximum
rate of 7.87%.
(3) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
Group I
WAC Rate over (B) 7.87%.
(4) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group II WAC Rate.
(5) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 Loan Group II WAC Rate, subject
to
a maximum
rate of 7.87%.
(6) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
Group II
WAC Rate over (B) 7.87%.
(7) The Class PT1-R Interest
shall not bear interest.
On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of
Pooling-Tier REMIC-1 all expenses of the
Trust for such Distribution Date. Such
expense, other than Servicing Fees, the
Custodian Fees and Trustee Fees, shall be
allocated in the same manner as
Realized Losses.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans from the related Loan
Group for such Distribution Date shall
be deemed to be distributed to the
Pooling-Tier REMIC-1 Regular Interests at the
rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group I Mortgage Loans shall be
allocated to the Class R-2 Certificates
pursuant to Section 4.02(a)(iii) until
its Class Certificate Balance is reduced to
zero, then to the outstanding
Pooling-Tier REMIC-1 Regular Interest
relating to Loan Group I with the lowest
numerical denomination (other than the
Class PT1-I-1 Interest) until the
Pooling-Tier REMIC-1 Principal Amount of
such interest is reduced to zero,
provided that, with respect to Pooling-Tier
REMIC-1 Regular Interests relating
to Loan Group I with the same numerical
denomination, such Realized Losses and
payments of principal shall be allocated
pro rata between such Pooling-Tier
REMIC-1 Regular Interests, and then to the
Class PT1-I-1 Interest until the
Pooling-Tier REMIC-1 Principal Amount of
such interest is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group II Mortgage Loans shall be
allocated to the outstanding Pooling-Tier
REMIC-1 Regular Interest relating to
Loan Group II with the lowest numerical
denomination (other than the Class
PT1-II-1 Interest) until the Pooling-Tier
REMIC-1 Principal Amount of such
interest is reduced to zero, provided that,
with respect to Pooling-Tier REMIC-1
Regular Interests relating to Loan Group II
with the same numerical
denomination, such Realized Losses and
payments of principal shall be allocated
pro rata between such Pooling-Tier REMIC-1
Regular Interests, and then to the
Class PT1-II-1 Interest until the
Pooling-Tier REMIC-1 Principal Amount of such
interest is reduced to zero.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such
interest, other than the Class PT2-R
Interest, is hereby designated as a regular
interest in Pooling-Tier REMIC-2.
Pooling-Tier REMIC-2 Interests with an "I"
in their designation shall relate to
Loan Group I and Pooling Tier REMIC-2
Interests with a "II" in their designation
shall relate to Loan Group II. The Class
PT2-R Interest is hereby designated as
the sole class of residual interest in
Pooling-Tier REMIC-2 and shall be
represented by the Class R-1
Certificates.
<TABLE>
<CAPTION>
Pooling-Tier
Corresponding
REMIC-2 Initial
Corresponding
Scheduled
Pooling-Tier Principal
Amount
Corresponding
Pooling-Tier
Crossover
Pooling-Tier
REMIC-2 or Class
Certificate
Pooling-Tier
REMIC-1
Distribution
REMIC-2 Interest Interest Rate
Balance
REMIC-2 IO
Regular Interest
Date
------------------ ------------- --------------------
------------------ ----------------
--------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1)
$19,903,832.97
N/A
N/A
N/A
Class PT2-I-2A
(2)
$4,459,041.70 Class PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3)
$4,459,041.70
N/A
N/A
N/A
Class PT2-I-3A
(2)
$5,470,815.78 Class PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3)
$5,470,815.78
N/A
N/A
N/A
Class PT2-I-4A
(2)
$6,153,290.75 Class PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3)
$6,153,290.75
N/A
N/A
N/A
Class PT2-I-5A
(2)
$6,806,707.14 Class PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3)
$6,806,707.14
N/A
N/A
N/A
Class PT2-I-6A
(2)
$7,423,863.08 Class PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3)
$7,423,863.08
N/A
N/A
N/A
Class PT2-I-7A
(2)
$7,997,647.03 Class PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3)
$7,997,647.03
N/A
N/A
N/A
Class PT2-I-8A
(2)
$8,510,851.14 Class PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3)
$8,510,851.14
N/A
N/A
N/A
Class PT2-I-9A
(2)
$8,957,410.79 Class PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3)
$8,957,410.79
N/A
N/A
N/A
Class PT2-I-10A
(2)
$8,496,213.58 Class PT2-I-IO-10
N/A
N/A
Class PT2-I-10B
(3)
$8,496,213.58
N/A
N/A
N/A
Class PT2-I-11A
(2)
$8,040,707.43 Class PT2-I-IO-11
N/A
N/A
Class PT2-I-11B
(3)
$8,040,707.43
N/A
N/A
N/A
Class PT2-I-12A
(2)
$7,609,130.99 Class PT2-I-IO-12
N/A
N/A
Class PT2-I-12B
(3)
$7,609,130.99
N/A
N/A
N/A
Class PT2-I-13A
(2)
$7,200,787.71 Class PT2-I-IO-13
N/A
N/A
Class PT2-I-13B
(3)
$7,200,787.71
N/A
N/A
N/A
Class PT2-I-14A
(2)
$6,814,423.91 Class PT2-I-IO-14
N/A
N/A
Class PT2-I-14B
(3)
$6,814,423.91
N/A
N/A
N/A
Class PT2-I-15A
(2)
$6,448,853.42 Class PT2-I-IO-15
N/A
N/A
Class PT2-I-15B
(3)
$6,448,853.42
N/A
N/A
N/A
Class PT2-I-16A
(2)
$6,102,953.96 Class PT2-I-IO-16
N/A
N/A
Class PT2-I-16B
(3)
$6,102,953.96
N/A
N/A
N/A
Class PT2-I-17A
(2)
$5,775,664.58 Class PT2-I-IO-17
N/A
N/A
Class PT2-I-17B
(3)
$5,775,664.58
N/A
N/A
N/A
Class PT2-I-18A
(2)
$5,465,981.06 Class PT2-I-IO-18
N/A
N/A
Class PT2-I-18B (3)
$5,465,981.06
N/A
N/A
N/A
Class PT2-I-19A
(2)
$5,172,954.12 Class PT2-I-IO-19
N/A
N/A
Class PT2-I-19B
(3)
$5,172,954.12
N/A
N/A
N/A
Class PT2-I-20A
(2)
$4,895,685.05 Class PT2-I-IO-20
N/A
N/A
Class PT2-I-20B
(3)
$4,895,685.05
N/A
N/A
N/A
Class PT2-I-21A
(2)
$56,309,714.74 Class PT2-I-IO-21
N/A
N/A
Class PT2-I-21B
(3)
$56,309,714.74
N/A
N/A
N/A
Class PT2-I-22A
(2)
$1,001,233.46 Class PT2-I-IO-22
N/A
N/A
Class PT2-I-22B
(3)
$1,001,233.46
N/A
N/A
N/A
Class PT2-I-23A
(2)
$952,805.65 Class PT2-I-IO-23
N/A
N/A
Class PT2-I-23B
(3)
$952,805.65
N/A
N/A
N/A
Class PT2-I-24A
(2)
$906,737.33 Class PT2-I-IO-24
N/A
N/A
Class PT2-I-24B
(3)
$906,737.33
N/A
N/A
N/A
Class PT2-I-25A
(2)
$862,912.55 Class PT2-I-IO-25
N/A
N/A
Class PT2-I-25B
(3)
$862,912.55
N/A
N/A
N/A
Class PT2-I-26A
(2)
$821,221.11 Class PT2-I-IO-26
N/A
N/A
Class PT2-I-26B
(3)
$821,221.11
N/A
N/A
N/A
Class PT2-I-27A
(2)
$781,558.48 Class PT2-I-IO-27
N/A
N/A
Class PT2-I-27B
(3)
$781,558.48
N/A
N/A
N/A
Class PT2-I-28A
(2)
$743,824.73 Class PT2-I-IO-28
N/A
N/A
Class PT2-I-28B
(3)
$743,824.73
N/A
N/A
N/A
Class PT2-I-29A
(2)
$707,925.76 Class PT2-I-IO-29
N/A
N/A
Class PT2-I-29B
(3)
$707,925.76
N/A
N/A
N/A
Class PT2-I-30A
(2)
$673,771.25 Class PT2-I-IO-30
N/A
N/A
Class PT2-I-30B
(3)
$673,771.25
N/A
N/A
N/A
Class PT2-I-31A
(2)
$641,276.25 Class PT2-I-IO-31
N/A
N/A
Class PT2-I-31B
(3)
$641,276.25
N/A
N/A
N/A
Class PT2-I-32A
(2)
$610,359.08 Class PT2-I-IO-32
N/A
N/A
Class PT2-I-32B
(3)
$610,359.08
N/A
N/A
N/A
Class PT2-I-33A
(2)
$580,942.45 Class PT2-I-IO-33
N/A
N/A
Class PT2-I-33B
(3)
$580,942.45
N/A
N/A
N/A
Class PT2-I-34A
(2)
$552,608.46 Class PT2-I-IO-34
N/A
N/A
Class PT2-I-34B
(3)
$552,608.46
N/A
N/A
N/A
Class PT2-I-35A
(2)
$3,203,469.71 Class PT2-I-IO-35
N/A
N/A
Class PT2-I-35B
(3)
$3,203,469.71
N/A
N/A
N/A
Class PT2-I-36A
(2)
$353,344.76 Class PT2-I-IO-36
N/A
N/A
Class PT2-I-36B
(3)
$353,344.76
N/A
N/A
N/A
Class PT2-I-37A
(2)
$337,365.31 Class PT2-I-IO-37
N/A
N/A
Class PT2-I-37B
(3)
$337,365.31
N/A
N/A
N/A
Class PT2-I-38A
(2)
$322,106.38 Class PT2-I-IO-38
N/A
N/A
Class PT2-I-38B
(3)
$322,106.38
N/A
N/A
N/A
Class PT2-I-39A
(2)
$307,535.52 Class PT2-I-IO-39
N/A
N/A
Class PT2-I-39B
(3)
$307,535.52
N/A
N/A
N/A
Class PT2-I-40A
(2)
$293,622.06 Class PT2-I-IO-40
N/A
N/A
Class PT2-I-40B
(3)
$293,622.06
N/A
N/A
N/A
Class PT2-I-41A
(2)
$280,336.02 Class PT2-I-IO-41
N/A
N/A
Class PT2-I-41B
(3)
$280,336.02
N/A
N/A
N/A
Class PT2-I-42A
(2)
$267,649.51 Class PT2-I-IO-42
N/A
N/A
Class PT2-I-42B
(3)
$267,649.51
N/A
N/A
N/A
Class PT2-I-43A
(2)
$255,535.14 Class PT2-I-IO-43
N/A
N/A
Class PT2-I-43B
(3)
$255,535.14
N/A
N/A
N/A
Class PT2-I-44A
(2)
$243,967.80 Class PT2-I-IO-44
N/A
N/A
Class PT2-I-44B
(3)
$243,967.80
N/A
N/A
N/A
Class PT2-I-45A
(2)
$232,922.22 Class PT2-I-IO-45
N/A
N/A
Class PT2-I-45B
(3)
$232,922.22
N/A
N/A
N/A
Class PT2-I-46A
(2)
$222,375.23 Class PT2-I-IO-46
N/A
N/A
Class PT2-I-46B
(3)
$222,375.23
N/A
N/A
N/A
Class PT2-I-47A
(2)
$212,304.36 Class PT2-I-IO-47
N/A
N/A
Class PT2-I-47B
(3)
$212,304.36
N/A
N/A
N/A
Class PT2-I-48A
(2)
$202,688.22 Class PT2-I-IO-48
N/A
N/A
Class PT2-I-48B
(3)
$202,688.22
N/A
N/A
N/A
Class PT2-I-49A
(2)
$193,506.12 Class PT2-I-IO-49
N/A
N/A
Class PT2-I-49B
(3)
$193,506.12
N/A
N/A
N/A
Class PT2-I-50A
(2)
$184,738.82 Class PT2-I-IO-50
N/A
N/A
Class PT2-I-50B
(3)
$184,738.82
N/A
N/A
N/A
Class PT2-I-51A
(2)
$176,367.40 Class PT2-I-IO-51
N/A
N/A
Class PT2-I-51B
(3)
$176,367.40
N/A
N/A
N/A
Class PT2-I-52A
(2)
$168,373.92 Class PT2-I-IO-52
N/A
N/A
Class PT2-I-52B
(3)
$168,373.92
N/A
N/A
N/A
Class PT2-I-53A
(2)
$160,741.77 Class PT2-I-IO-53
N/A
N/A
Class PT2-I-53B
(3)
$160,741.77
N/A
N/A
N/A
Class PT2-I-54A
(2)
$153,454.46 Class PT2-I-IO-54
N/A
N/A
Class PT2-I-54B
(3)
$153,454.46
N/A
N/A
N/A
Class PT2-I-55A
(2)
$146,496.35 Class PT2-I-IO-55
N/A
N/A
Class PT2-I-55B
(3)
$146,496.35
N/A
N/A
N/A
Class PT2-I-56A
(2)
$139,852.59 Class PT2-I-IO-56
N/A
N/A
Class PT2-I-56B
(3)
$139,852.59
N/A
N/A
N/A
Class PT2-I-57A
(2)
$133,509.18 Class PT2-I-IO-57
N/A
N/A
Class PT2-I-57B
(3)
$133,509.18
N/A
N/A
N/A
Class PT2-I-58A
(2)
$127,452.72 Class PT2-I-IO-58
N/A
N/A
Class PT2-I-58B
(3)
$127,452.72
N/A
N/A
N/A
Class PT2-I-59A
(2)
$121,669.71 Class PT2-I-IO-59
N/A
N/A
Class PT2-I-59B
(3)
$121,669.71
N/A
N/A
N/A
Class PT2-I-60A
(2)
$116,149.68 Class PT2-I-IO-60
N/A
N/A
Class PT2-I-60B
(3)
$116,149.68
N/A
N/A
N/A
Class PT2-I-61A
(2)
$2,431,896.02 Class PT2-I-IO-61
N/A
N/A
Class PT2-I-61B
(3)
$2,431,896.02
N/A
N/A
N/A
Class PT2-I-IO-2
(4)
(4)
N/A
Class PT1-I-2A July
2005
Class PT2-I-IO-3
(4)
(4)
N/A
Class PT1-I-3A August 2005
Class PT2-I-IO-4
(4)
(4)
N/A
Class PT1-I-4A September 2005
Class PT2-I-IO-5
(4)
(4)
N/A
Class PT1-I-5A October 2005
Class PT2-I-IO-6
(4)
(4)
N/A
Class PT1-I-6A November 2005
Class PT2-I-IO-7
(4)
(4)
N/A
Class PT1-I-7A December 2005
Class PT2-I-IO-8
(4)
(4)
N/A
Class PT1-I-8A January 2006
Class PT2-I-IO-9
(4)
(4)
N/A
Class PT1-I-9A February 2006
Class PT2-I-IO-10
(4)
(4)
N/A
Class PT1-I-10A March
2006
Class PT2-I-IO-11
(4)
(4)
N/A
Class PT1-I-11A April
2006
Class PT2-I-IO-12
(4)
(4)
N/A
Class PT1-I-12A May
2006
Class PT2-I-IO-13
(4)
(4)
N/A
Class PT1-I-13A June
2006
Class PT2-I-IO-14
(4)
(4)
N/A
Class PT1-I-14A July
2006
Class PT2-I-IO-15
(4)
(4)
N/A
Class PT1-I-15A August 2006
Class PT2-I-IO-16
(4)
(4)
N/A
Class PT1-I-16A September 2006
Class PT2-I-IO-17
(4)
(4)
N/A
Class PT1-I-17A October 2006
Class PT2-I-IO-18
(4)
(4)
N/A
Class PT1-I-18A November 2006
Class PT2-I-IO-19
(4)
(4)
N/A
Class PT1-I-19A December 2006
Class PT2-I-IO-20
(4)
(4)
N/A
Class PT1-I-20A January 2007
Class PT2-I-IO-21
(4)
(4)
N/A
Class PT1-I-21A February 2007
Class PT2-I-IO-22
(4)
(4)
N/A
Class PT1-I-22A March
2007
Class PT2-I-IO-23
(4)
(4)
N/A
Class PT1-I-23A April
2007
Class PT2-I-IO-24
(4)
(4)
N/A
Class PT1-I-24A May
2007
Class PT2-I-IO-25
(4)
(4)
N/A
Class PT1-I-25A June
2007
Class PT2-I-IO-26
(4)
(4)
N/A
Class PT1-I-26A July
2007
Class PT2-I-IO-27
(4)
(4)
N/A
Class PT1-I-27A August 2007
Class PT2-I-IO-28
(4)
(4)
N/A
Class PT1-I-28A September 2007
Class PT2-I-IO-29 (4)
(4)
N/A
Class PT1-I-29A October 2007
Class PT2-I-IO-30
(4)
(4)
N/A
Class PT1-I-30A November 2007
Class PT2-I-IO-31
(4)
(4)
N/A
Class PT1-I-31A December 2007
Class PT2-I-IO-32
(4)
(4)
N/A
Class PT1-I-32A January 2008
Class PT2-I-IO-33
(4)
(4)
N/A
Class PT1-I-33A February 2008
Class PT2-I-IO-34
(4)
(4)
N/A
Class PT1-I-34A March
2008
Class PT2-I-IO-35
(4)
(4)
N/A
Class PT1-I-35A April
2008
Class PT2-I-IO-36
(4)
(4)
N/A
Class PT1-I-36A May
2008
Class PT2-I-IO-37
(4)
(4)
N/A
Class PT1-I-37A June
2008
Class PT2-I-IO-38
(4)
(4)
N/A
Class PT1-I-38A July
2008
Class PT2-I-IO-39
(4)
(4)
N/A
Class PT1-I-39A August 2008
Class PT2-I-IO-40
(4)
(4)
N/A
Class PT1-I-40A September 2008
Class PT2-I-IO-41
(4)
(4)
N/A
Class PT1-I-41A October 2008
Class PT2-I-IO-42
(4)
(4)
N/A
Class PT1-I-42A November 2008
Class PT2-I-IO-43
(4)
(4)
N/A
Class PT1-I-43A December 2008
Class PT2-I-IO-44
(4)
(4)
N/A
Class PT1-I-44A January 2009
Class PT2-I-IO-45
(4)
(4)
N/A
Class PT1-I-45A February 2009
Class PT2-I-IO-46
(4)
(4)
N/A
Class PT1-I-46A March
2009
Class PT2-I-IO-47
(4)
(4)
N/A
Class PT1-I-47A April
2009
Class PT2-I-IO-48
(4)
(4)
N/A
Class PT1-I-48A May
2009
Class PT2-I-IO-49
(4)
(4)
N/A
Class PT1-I-49A June
2009
Class PT2-I-IO-50
(4)
(4)
N/A
Class PT1-I-50A July
2009
Class PT2-I-IO-51
(4)
(4)
N/A
Class PT1-I-51A August 2009
Class PT2-I-IO-52
(4)
(4)
N/A
Class PT1-I-52A September 2009
Class PT2-I-IO-53
(4)
(4)
N/A
Class PT1-I-53A October 2009
Class PT2-I-IO-54
(4)
(4)
N/A
Class PT1-I-54A November 2009
Class PT2-I-IO-55
(4)
(4)
N/A
Class PT1-I-55A December 2009
Class PT2-I-IO-56
(4)
(4)
N/A
Class PT1-I-56A January 2010
Class PT2-I-IO-57
(4)
(4)
N/A
Class PT1-I-57A February 2010
Class PT2-I-IO-58
(4)
(4)
N/A
Class PT1-I-58A March
2010
Class PT2-I-IO-59
(4)
(4)
N/A
Class PT1-I-59A April
2010
Class PT2-I-IO-60
(4)
(4)
N/A
Class PT1-I-60A May
2010
Class PT2-I-IO-61
(4)
(4)
N/A
Class PT1-I-61A June
2010
Class PT2-II-1
(5)
$41,132,968.03
N/A
N/A
N/A
Class PT2-II-2A
(6)
$9,214,897.30 Class PT2-II-IO-2
N/A
N/A
Class PT2-II-2B
(7)
$9,214,897.30
N/A
N/A
N/A
Class PT2-II-3A
(6)
$11,305,793.72 Class PT2-II-IO-3
N/A
N/A
Class PT2-II-3B
(7)
$11,305,793.72
N/A
N/A
N/A
Class PT2-II-4A
(6)
$12,716,172.25 Class PT2-II-IO-4
N/A
N/A
Class PT2-II-4B
(7)
$12,716,172.25
N/A
N/A
N/A
Class PT2-II-5A
(6)
$14,066,499.36 Class PT2-II-IO-5
N/A
N/A
Class PT2-II-5B
(7)
$14,066,499.36
N/A
N/A
N/A
Class PT2-II-6A
(6)
$15,341,891.92 Class PT2-II-IO-6
N/A
N/A
Class PT2-II-6B
(7)
$15,341,891.92
N/A
N/A
N/A
Class PT2-II-7A
(6)
$16,527,653.47 Class PT2-II-IO-7
N/A
N/A
Class PT2-II-7B
(7)
$16,527,653.47
N/A
N/A
N/A
Class PT2-II-8A
(6)
$17,588,222.86 Class PT2-II-IO-8
N/A
N/A
Class PT2-II-8B
(7)
$17,588,222.86
N/A
N/A
N/A
Class PT2-II-9A
(6)
$18,511,067.21 Class PT2-II-IO-9
N/A
N/A
Class PT2-II-9B
(7)
$18,511,067.21
N/A
N/A
N/A
Class PT2-II-10A
(6)
$17,557,973.42 Class PT2-II-IO-10
N/A
N/A
Class PT2-II-10B
(7)
$17,557,973.42
N/A
N/A
N/A
Class PT2-II-11A
(6)
$16,616,640.57 Class PT2-II-IO-11
N/A
N/A
Class PT2-II-11B
(7)
$16,616,640.57
N/A
N/A
N/A
Class PT2-II-12A
(6)
$15,724,760.01 Class PT2-II-IO-12
N/A
N/A
Class PT2-II-12B
(7)
$15,724,760.01
N/A
N/A
N/A
Class PT2-II-13A
(6)
$14,880,892.29 Class PT2-II-IO-13
N/A
N/A
Class PT2-II-13B
(7)
$14,880,892.29
N/A
N/A
N/A
Class PT2-II-14A
(6)
$14,082,446.59 Class PT2-II-IO-14
N/A
N/A
Class PT2-II-14B
(7)
$14,082,446.59
N/A
N/A
N/A
Class PT2-II-15A
(6)
$13,326,971.58 Class PT2-II-IO-15
N/A
N/A
Class PT2-II-15B
(7)
$13,326,971.58
N/A
N/A
N/A
Class PT2-II-16A
(6)
$12,612,148.04 Class PT2-II-IO-16
N/A
N/A
Class PT2-II-16B
(7)
$12,612,148.04
N/A
N/A
N/A
Class PT2-II-17A
(6)
$11,935,783.42 Class PT2-II-IO-17
N/A
N/A
Class PT2-II-17B
(7)
$11,935,783.42
N/A
N/A
N/A
Class PT2-II-18A
(6)
$11,295,802.44 Class PT2-II-IO-18
N/A
N/A
Class PT2-II-18B
(7)
$11,295,802.44
N/A
N/A
N/A
Class PT2-II-19A
(6)
$10,690,243.38 Class PT2-II-IO-19
N/A
N/A
Class PT2-II-19B
(7)
$10,690,243.38
N/A
N/A
N/A
Class PT2-II-20A
(6)
$10,117,248.95 Class PT2-II-IO-20
N/A
N/A
Class PT2-II-20B
(7)
$10,117,248.95
N/A
N/A
N/A
Class PT2-II-21A
(6)
$116,367,657.76 Class PT2-II-IO-21
N/A
N/A
Class PT2-II-21B
(7)
$116,367,657.76
N/A
N/A
N/A
Class PT2-II-22A
(6)
$2,069,113.54 Class PT2-II-IO-22
N/A
N/A
Class PT2-II-22B
(7)
$2,069,113.54
N/A
N/A
N/A
Class PT2-II-23A
(6)
$1,969,034.35
Class
PT2-II-IO-23
N/A
N/A
Class PT2-II-23B
(7)
$1,969,034.35
N/A
N/A
N/A
Class PT2-II-24A
(6)
$1,873,831.17 Class PT2-II-IO-24
N/A
N/A
Class PT2-II-24B
(7)
$1,873,831.17
N/A
N/A
N/A
Class PT2-II-25A
(6)
$1,783,264.45 Class PT2-II-IO-25
N/A
N/A
Class PT2-II-25B
(7)
$1,783,264.45
N/A
N/A
N/A
Class PT2-II-26A
(6)
$1,697,106.39 Class PT2-II-IO-26
N/A
N/A
Class PT2-II-26B
(7)
$1,697,106.39
N/A
N/A
N/A
Class PT2-II-27A
(6)
$1,615,141.02 Class PT2-II-IO-27
N/A
N/A
Class PT2-II-27B
(7)
$1,615,141.02
N/A
N/A
N/A
Class PT2-II-28A
(6)
$1,537,161.77 Class PT2-II-IO-28
N/A
N/A
Class PT2-II-28B
(7)
$1,537,161.77
N/A
N/A
N/A
Class PT2-II-29A
(6)
$1,462,974.24 Class PT2-II-IO-29
N/A
N/A
Class PT2-II-29B
(7)
$1,462,974.24
N/A
N/A
N/A
Class PT2-II-30A
(6)
$1,392,391.75 Class PT2-II-IO-30
N/A
N/A
Class PT2-II-30B
(7)
$1,392,391.75
N/A
N/A
N/A
Class PT2-II-31A
(6)
$1,325,238.75 Class PT2-II-IO-31
N/A
N/A
Class PT2-II-31B
(7)
$1,325,238.75
N/A
N/A
N/A
Class PT2-II-32A
(6)
$1,261,346.42 Class PT2-II-IO-32
N/A
N/A
Class PT2-II-32B (7)
$1,261,346.42
N/A
N/A
N/A
Class PT2-II-33A
(6)
$1,200,555.05 Class PT2-II-IO-33
N/A
N/A
Class PT2-II-33B
(7)
$1,200,555.05
N/A
N/A
N/A
Class PT2-II-34A
(6)
$1,142,001.04 Class PT2-II-IO-34
N/A
N/A
Class PT2-II-34B
(7)
$1,142,001.04
N/A
N/A
N/A
Class PT2-II-35A
(6)
$6,620,176.79 Class PT2-II-IO-35
N/A
N/A
Class PT2-II-35B
(7)
$6,620,176.79
N/A
N/A
N/A
Class PT2-II-36A
(6)
$730,209.74 Class PT2-II-IO-36
N/A
N/A
Class PT2-II-36B
(7)
$730,209.74
N/A
N/A
N/A
Class PT2-II-37A
(6)
$697,187.19 Class PT2-II-IO-37
N/A
N/A
Class PT2-II-37B
(7)
$697,187.19
N/A
N/A
N/A
Class PT2-II-38A
(6)
$665,653.62 Class PT2-II-IO-38
N/A
N/A
Class PT2-II-38B
(7)
$665,653.62
N/A
N/A
N/A
Class PT2-II-39A
(6)
$635,541.98 Class PT2-II-IO-39
N/A
N/A
Class PT2-II-39B
(7)
$635,541.98
N/A
N/A
N/A
Class PT2-II-40A
(6)
$606,788.94 Class PT2-II-IO-40
N/A
N/A
Class PT2-II-40B
(7)
$606,788.94
N/A
N/A
N/A
Class PT2-II-41A
(6)
$579,332.48 Class PT2-II-IO-41
N/A
N/A
Class PT2-II-41B
(7)
$579,332.48
N/A
N/A
N/A
Class PT2-II-42A
(6)
$553,114.99 Class PT2-II-IO-42
N/A
N/A
Class PT2-II-42B
(7)
$553,114.99
N/A
N/A
N/A
Class PT2-II-43A
(6)
$528,079.86 Class PT2-II-IO-43
N/A
N/A
Class PT2-II-43B
(7)
$528,079.86
N/A
N/A
N/A
Class PT2-II-44A
(6)
$504,175.20 Class PT2-II-IO-44
N/A
N/A
Class PT2-II-44B
(7)
$504,175.20
N/A
N/A
N/A
Class PT2-II-45A
(6)
$481,348.78 Class PT2-II-IO-45
N/A
N/A
Class PT2-II-45B
(7)
$481,348.78
N/A
N/A
N/A
Class PT2-II-46A
(6)
$459,552.77 Class PT2-II-IO-46
N/A
N/A
Class PT2-II-46B
(7)
$459,552.77
N/A
N/A
N/A
Class PT2-II-47A
(6)
$438,740.64 Class PT2-II-IO-47
N/A
N/A
Class PT2-II-47B
(7)
$438,740.64
N/A
N/A
N/A
Class PT2-II-48A
(6)
$418,868.28 Class PT2-II-IO-48
N/A
N/A
Class PT2-II-48B
(7)
$418,868.28
N/A
N/A
N/A
Class PT2-II-49A
(6)
$399,892.88 Class PT2-II-IO-49
N/A
N/A
Class PT2-II-49B
(7)
$399,892.88
N/A
N/A
N/A
Class PT2-II-50A
(6)
$381,774.68
Class
PT2-II-IO-50
N/A
N/A
Class PT2-II-50B
(7)
$381,774.68
N/A
N/A
N/A
Class PT2-II-51A
(6)
$364,474.60 Class PT2-II-IO-51
N/A
N/A
Class PT2-II-51B
(7)
$364,474.60
N/A
N/A
N/A
Class PT2-II-52A
(6)
$347,955.58 Class PT2-II-IO-52
N/A
N/A
Class PT2-II-52B
(7)
$347,955.58
N/A
N/A
N/A
Class PT2-II-53A
(6)
$332,183.23 Class PT2-II-IO-53
N/A
N/A
Class PT2-II-53B
(7)
$332,183.23
N/A
N/A
N/A
Class PT2-II-54A
(6)
$317,123.54 Class PT2-II-IO-54
N/A
N/A
Class PT2-II-54B
(7)
$317,123.54
N/A
N/A
N/A
Class PT2-II-55A
(6)
$302,744.15 Class PT2-II-IO-55
N/A
N/A
Class PT2-II-55B
(7)
$302,744.15
N/A
N/A
N/A
Class PT2-II-56A
(6)
$289,014.41 Class PT2-II-IO-56
N/A
N/A
Class PT2-II-56B
(7)
$289,014.41
N/A
N/A
N/A
Class PT2-II-57A
(6)
$275,905.32 Class PT2-II-IO-57
N/A
N/A
Class PT2-II-57B
(7)
$275,905.32
N/A
N/A
N/A
Class PT2-II-58A
(6)
$263,389.28 Class PT2-II-IO-58
N/A
N/A
Class PT2-II-58B
(7)
$263,389.28
N/A
N/A
N/A
Class PT2-II-59A
(6)
$251,438.29 Class PT2-II-IO-59
N/A
N/A
Class PT2-II-59B (7)
$251,438.29
N/A
N/A
N/A
Class PT2-II-60A
(6)
$240,030.82 Class PT2-II-IO-60
N/A
N/A
Class PT2-II-60B
(7)
$240,030.82
N/A
N/A
N/A
Class PT2-II-61A
(6)
$5,025,669.98 Class PT2-II-IO-61
N/A
N/A
Class PT2-II-61B
(7)
$5,025,669.98
N/A
N/A
N/A
Class PT2-II-IO-2
(4)
(4)
N/A
Class PT1-II-2A July
2005
Class PT2-II-IO-3
(4)
(4)
N/A
Class PT1-II-3A August 2005
Class PT2-II-IO-4 (4)
(4)
N/A
Class PT1-II-4A September 2005
Class PT2-II-IO-5
(4)
(4)
N/A
Class PT1-II-5A October 2005
Class PT2-II-IO-6
(4)
(4)
N/A
Class PT1-II-6A November 2005
Class PT2-II-IO-7
(4)
(4)
N/A
Class PT1-II-7A December 2005
Class PT2-II-IO-8
(4)
(4)
N/A
Class PT1-II-8A January 2006
Class PT2-II-IO-9
(4)
(4)
N/A
Class PT1-II-9A February 2006
Class PT2-II-IO-10 (4)
(4)
N/A
Class PT1-II-10A March 2006
Class PT2-II-IO-11 (4)
(4)
N/A
Class PT1-II-11A April 2006
Class PT2-II-IO-12 (4)
(4)
N/A
Class PT1-II-12A May
2006
Class PT2-II-IO-13 (4)
(4)
N/A
Class PT1-II-13A June 2006
Class PT2-II-IO-14 (4)
(4)
N/A
Class PT1-II-14A July 2006
Class PT2-II-IO-15 (4)
(4)
N/A
Class PT1-II-15A August 2006
Class PT2-II-IO-16 (4)
(4)
N/A
Class PT1-II-16A
September 2006
Class PT2-II-IO-17 (4)
(4)
N/A
Class PT1-II-17A
October
2006
Class PT2-II-IO-18 (4)
(4)
N/A
Class PT1-II-18A
November 2006
Class PT2-II-IO-19 (4)
(4)
N/A
Class PT1-II-19A
December 2006
Class PT2-II-IO-20 (4)
(4)
N/A
Class PT1-II-20A January 2007
Class PT2-II-IO-21 (4)
(4)
N/A
Class PT1-II-21A
February 2007
Class PT2-II-IO-22 (4)
(4)
N/A
Class PT1-II-22A March 2007
Class PT2-II-IO-23 (4)
(4)
N/A
Class PT1-II-23A April 2007
Class PT2-II-IO-24 (4)
(4)
N/A
Class PT1-II-24A May
2007
Class PT2-II-IO-25 (4)
(4)
N/A
Class PT1-II-25A June 2007
Class PT2-II-IO-26 (4)
(4)
N/A
Class PT1-II-26A July 2007
Class PT2-II-IO-27 (4)
(4)
N/A
Class PT1-II-27A August 2007
Class PT2-II-IO-28 (4)
(4)
N/A
Class PT1-II-28A
September 2007
Class PT2-II-IO-29 (4)
(4)
N/A
Class PT1-II-29A October 2007
Class PT2-II-IO-30 (4)
(4)
N/A
Class PT1-II-30A
November 2007
Class PT2-II-IO-31 (4)
(4)
N/A
Class PT1-II-31A
December 2007
Class PT2-II-IO-32 (4)
(4)
N/A
Class PT1-II-32A January 2008
Class PT2-II-IO-33 (4)
(4)
N/A
Class PT1-II-33A
February 2008
Class PT2-II-IO-34 (4)
(4)
N/A
Class PT1-II-34A March 2008
Class PT2-II-IO-35 (4)
(4)
N/A
Class PT1-II-35A April 2008
Class PT2-II-IO-36 (4)
(4)
N/A
Class PT1-II-36A May
2008
Class PT2-II-IO-37 (4)
(4)
N/A
Class PT1-II-37A June 2008
Class PT2-II-IO-38 (4)
(4)
N/A
Class PT1-II-38A July 2008
Class PT2-II-IO-39 (4)
(4)
N/A
Class PT1-II-39A August 2008
Class PT2-II-IO-40 (4)
(4)
N/A
Class PT1-II-40A
September 2008
Class PT2-II-IO-41 (4)
(4)
N/A
Class PT1-II-41A October 2008
Class PT2-II-IO-42 (4)
(4)
N/A
Class PT1-II-42A
November 2008
Class PT2-II-IO-43 (4)
(4)
N/A
Class PT1-II-43A
December 2008
Class PT2-II-IO-44 (4)
(4)
N/A
Class PT1-II-44A January 2009
Class PT2-II-IO-45 (4)
(4)
N/A
Class PT1-II-45A
February 2009
Class PT2-II-IO-46 (4)
(4)
N/A
Class PT1-II-46A March 2009
Class PT2-II-IO-47 (4)
(4)
N/A
Class PT1-II-47A April 2009
Class PT2-II-IO-48 (4)
(4)
N/A
Class PT1-II-48A May
2009
Class PT2-II-IO-49 (4)
(4)
N/A
Class PT1-II-49A June 2009
Class PT2-II-IO-50 (4)
(4)
N/A
Class PT1-II-50A July 2009
Class PT2-II-IO-51 (4)
(4)
N/A
Class PT1-II-51A August 2009
Class PT2-II-IO-52 (4)
(4)
N/A
Class PT1-II-52A
September 2009
Class PT2-II-IO-53 (4)
(4)
N/A
Class PT1-II-53A October 2009
Class PT2-II-IO-54 (4)
(4)
N/A
Class PT1-II-54A
November 2009
Class PT2-II-IO-55 (4)
(4)
N/A
Class PT1-II-55A
December 2009
Class PT2-II-IO-56 (4)
(4)
N/A
Class PT1-II-56A January 2010
Class PT2-II-IO-57 (4)
(4)
N/A
Class PT1-II-57A
February 2010
Class PT2-II-IO-58 (4)
(4)
N/A
Class PT1-II-58A March 2010
Class PT2-II-IO-59 (4)
(4)
N/A
Class PT1-II-59A April 2010
Class PT2-II-IO-60 (4)
(4)
N/A
Class PT1-II-60A May
2010
Class PT2-II-IO-61 (4)
(4)
N/A
Class PT1-II-61A June 2010
Class PT2-R
(8)
$100.00
N/A
N/A
N/A
</TABLE>
------------
(1) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group I WAC Rate.
(2) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group I and having an "A" in
their
class designation, provided that, on each Distribution Date on
which
interest
is distributable on the Corresponding Pooling-Tier REMIC-2 IO
Interest,
this Pooling-Tier REMIC-2 Regular Interest shall bear interest
at a per
annum rate equal to Swap LIBOR subject to a maximum rate equal
to
the
weighted average of the Pooling-Tier REMIC-1 Interest Rates on
the
Pooling-Tier REMIC-1 Regular Interests relating to Loan Group I and
having
an "A" in
their class designation.
(3) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group I and having a "B" in
their
class designation.
(4) Each Pooling-Tier REMIC-2 IO
is an interest-only interest and does not
have a
principal balance but has a notional balance ("Pooling-Tier
REMIC-2
IO
Notional Balance") equal to the Pooling-Tier REMIC-2 Principal
Amount
of the
Corresponding Pooling-Tier REMIC-1 Regular Interest. From the
Closing
Date through and including the Corresponding Actual Crossover
Distribution Date, each Pooling-Tier REMIC-2 IO Interest shall be
entitled
to receive
interest that accrues on the Corresponding Pooling-Tier REMIC-1
Regular
Interest at a rate equal to the excess, if any, of (i) the
Pooling-Tier REMIC-1 Interest Rate for the Corresponding
Pooling-Tier
REMIC-1
Regular Interest over (ii) Swap LIBOR. After the Corresponding
Actual
Crossover Distribution Date, the Pooling-Tier REMIC-2 IO
Interest
shall not
accrue interest.
(5) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group II WAC Rate.
(6) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group II and having an "A"
in
their
class designation, provided that, on each Distribution Date on
which
interest
is distributable on the Corresponding Pooling-Tier REMIC-2 IO
Interest,
this Pooling-Tier REMIC-2 Regular Interest shall bear interest
at a per
annum rate equal to Swap LIBOR subject to a maximum rate equal
to
the
weighted average of the Pooling-Tier REMIC-1 Interest Rates on
the
Pooling-Tier REMIC-1 Regular Interests relating to Loan Group II
and
having an
"A" in their class designation.
(7) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group II and having a "B" in
their
class designation.
(8) The Class PT2-R Interest
shall not bear interest.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans for such Distribution
Date shall be distributed to the
Pooling-Tier REMIC-2 Regular Interests at
the Pooling-Tier REMIC-2 Interest
Rates shown above.
On each Distribution Date, Realized Losses and payments of
principal
in respect of the Group I Mortgage Loans
shall be allocated to the Class R-1
Certificates in respect of the Class PT2-R
Interest pursuant to Section
4.02(a)(ii) until its Class Certificate
Balance is reduced to zero, then to the
outstanding Pooling-Tier REMIC-2 Regular
Interests (other than the Pooling-Tier
REMIC-2 IO Interests) relating to Loan
Group I with the lowest numerical
denomination (other than the Class PT2-I-1
Interest) until the Pooling-Tier
REMIC-2 Principal Amount of such interest
is reduced to zero, provided that, for
Pooling-Tier REMIC-2 Regular Interests
relating to Loan Group I with the same
numerical denomination, such Realized
Losses and payments of principal shall be
allocated pro rata between such
Pooling-Tier REMIC-2 Regular Interests, and then
to the Class PT2-I-1 Interest until the
Pooling-Tier REMIC-2 Principal Amount of
such interest is reduced to zero.
On each Distribution Date, Realized Losses and payments of
principal
in respect of the Group II Mortgage Loans
to the outstanding Pooling-Tier
REMIC-2 Regular Interests (other than the
Pooling-Tier REMIC-2 IO Interests)
relating to Loan Group II with the lowest
numerical denomination (other than the
Class PT2-II-1 Interest) until the
Pooling-Tier REMIC-2 Principal Amount of such
interest is reduced to zero, provided that,
for Pooling-Tier REMIC-2 Regular
Interests relating to Loan Group II with
the same numerical denomination, such
Realized Losses and payments of principal
shall be allocated pro rata between
such Pooling-Tier REMIC-2 Regular
Interests, and then to the Class PT2-II-1
Interest until the Pooling-Tier REMIC-2
Principal Amount of such interest is
reduced to zero.
Lower-Tier REMIC
The Lower-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R
Interest, is hereby designated as a
regular interest in the Lower-Tier REMIC.
The Class LT-R Interest is hereby
designated as the sole class of residual
interest in the Lower-Tier REMIC and
shall be represented by the Class R-1
Certificates.
<TABLE>
<CAPTION>
Corresponding
Upper-Tier
Lower-Tier
Lower-Tier
Initial Lower-Tier
REMIC Regular
Regular Interest Interest Rate
Principal Amount
Interest
----------------- -------------
----------------------------------------- -------------
<S>
<C>
<C>
<C>
Class LT-A-1A
(1)
1/2 initial Class Certificate Balance of
A-1A
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-A-1B
(1)
1/2 initial Class Certificate Balance of
A-1B
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-A-2A
(1)
1/2 initial Class Certificate Balance of
A-2A
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-A-2B
(1)
1/2 initial Class Certificate Balance of
A-2B
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-A-2C
(1)
1/2 initial Class Certificate Balance of
A-2C
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-1
(1)
1/2 initial Class Certificate Balance of
M-1
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-2
(1)
1/2 initial Class Certificate Balance of
M-2
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-3
(1)
1/2 initial Class Certificate Balance of
M-3
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-4
(1)
1/2 initial Class Certificate Balance of
M-4
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-B-1
(1)
1/2 initial Class Certificate Balance of
B-1
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-B-2
(1)
1/2 initial Class Certificate Balance of
B-2
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-B-3
(1)
1/2 initial Class Certificate Balance of
B-3
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-Accrual
(1)
1/2 Pool Principal Balance plus 1/2
N/A
Overcollateralized Amount, less $100
Class LT-Group I
(2)
0.001% aggregate Stated Principal Balance
N/A
of
Group I Mortgage Loans(4)
Class LT-Group II (3)
0.001% aggregate Stated Principal Balance
N/A
of Group II Mortgage Loans(4)
Class LT-IO
(5)
(5)
N/A
Class LT-R
(6)
(6)
N/A
</TABLE>
------------
(1) The interest rate with
respect to any Distribution Date for these
interests
is a per annum variable rate equal to the weighted average of
the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling-Tier REMIC-2 IO Interests).
(2) The interest rate with
respect to any Distribution Date for the Class
LT-Group I
Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to Loan Group I.
(3) The interest rate with
respect to any Distribution Date for the Class
LT-Group
II Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to Loan Group II.
(4) For all Distribution Dates,
the Lower-Tier Principal Amount of these
Lower-Tier
Regular Interests shall be rounded to eight decimal places.
(5) This Lower-Tier Regular
Interest is an interest-only interest and does not
have a
Lower-Tier Principal Amount. On each Distribution Date, this
Lower-Tier
Regular Interest shall be entitled to receive all interest
distributable on the Pooling-Tier REMIC-2 IO Interests.
(6) The Class LT-R Interest does
not have a principal amount or an interest
rate.
Each Lower-Tier Regular Interest is hereby designated as a
regular
interest in the Lower-Tier REMIC. The Class
LT-A-1A, Class LT-A-1B Class
LT-A-2A, Class LT-A-2B, Class LT-A-2C,
Class LT-M-1, Class LT-M-2, Class LT-M-3,
Class LT-M-4, 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, 50% of the increase in the
Overcollateralized Amount shall be payable
as a reduction of the Lower-Tier
Principal Amount of the LT-Accretion
Directed Classes (each such Class will be
reduced by an amount equal to 50% of any
increase in the Overcollateralized
Amount that is attributable to a reduction
in the Class Certificate Balance of
its Corresponding Class) and shall be
accrued and added to the Lower-Tier
Principal Amount of the Class LT-Accrual
Interest. On each Distribution Date,
the increase in the Lower-Tier Principal
Amount of the Class LT-Accrual Interest
shall not exceed interest accruals for such
Distribution Date for the Class
LT-Accrual Interest. In the event that: (i)
50% of the increase in the
Overcollateralized Amount exceeds (ii)
interest accruals on the Class LT-Accrual
Interest for such Distribution Date, the
excess for such Distribution Date
(accumulated with all such excesses for all
prior Distribution Dates) will be
added to any increase in the
Overcollateralized Amount for purposes of
determining the amount of interest accrual
on the Class LT-Accrual Interest
payable as principal on the LT-Accretion
Directed Classes on the next
Distribution Date pursuant to the first
sentence of this paragraph. All payments
of scheduled principal and prepayments of
principal generated by the Mortgage
Loans and all Subsequent Recoveries
allocable to principal shall be allocated
(i) 50% to the Class LT-Accrual Interest,
the Class LT-Group I Interest and
Class LT-Group II Interest (and further
allocated among these Lower-Tier Regular
Interests in the manner described below)
and (ii) 50% to the LT-Accretion
Directed Classes (such principal payments
and Subsequent Recoveries shall be
allocated among such LT-Accretion Directed
Classes in an amount equal to 50% of
the principal amounts and Subsequent
Recoveries allocated to their respective
Corresponding Classes), until paid in full.
Notwithstanding the above, principal
payments allocated to the Class X Interest
that result in the reduction in the
Overcollateralized Amount shall be
allocated to the Class LT-Accrual Interest
(until paid in full). Realized Losses shall
be applied so that after all
distributions have been made on each
Distribution Date (i) the Lower-Tier
Principal Amount of each of the
LT-Accretion Directed Classes is equal to 50% of
the Class Certificate Balance of their
Corresponding Class, and (ii) the Class
LT-Accrual Interest, the Class LT-Group I
and the Class LT-Group II Interest
(and further allocated between these
Lower-Tier Regular Interests in the manner
described below) is equal to 50% of the
aggregate Stated Principal Balance of
the Mortgage Loans plus 50% of the
Overcollateralized Amount. Any increase in
the Class Certificate Balance of a Class of
LIBOR Certificates as a result of a
Subsequent Recovery shall increase the
Lower-Tier Principal Amount of the
Corresponding Lower-Tier Regular Interest
by 50% of such increase, and the
remaining 50% of such increase shall
increase the Lower-Tier Principal Amount of
the Class LT-Accrual Interest. As among the
Class LT-Accrual Interest, the Class
LT-Group I Interest and the Class LT-Group
II Interest, all payments of
scheduled principal and prepayments of
principal generated by the Mortgage
Loans, all Subsequent Recoveries and all
Realized Losses, allocable to such
Lower-Tier Regular Interests shall be
allocated (i) to the Class LT-Group I
Interest and the Class LT-Group II
Interest, each from the related Loan Group so
that their respective Lower-Tier Principal
Amounts (computed to at least eight
decimal places) are equal to 0.001% of the
aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan
Group and (ii) the remainder to the Class
LT-Accrual Interest.
Upper-Tier REMIC
The Upper-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class UT-R
Interest, is hereby designated as a
regular interest in the Upper-Tier REMIC.
The Class UT-R Interest is hereby
designated as the sole class of residual
interests in the Upper-Tier REMIC and
shall be represented by the Class R-1
Certificates.
Upper-Tier REMIC Upper-Tier
Initial Principal Corresponding
Class
Interest
Interest Rate Upper-Tier Amount
of
Certificates
---------------- ------------- -----------------
-------------------
Class A-1A
(1)
$256,997,000
Class A-1A
Class A-1B
(1)
$64,249,000
Class A-1B
Class A-2A
(2)
$382,945,000
Class A-2A
Class A-2B
(2)
$197,691,000
Class A-2B
Class A-2C
(2)
$93,421,000
Class A-2C
Class M-1
(3)
$96,487,000
Class M-1
Class M-2
(3)
$75,117,000
Class M-2
Class M-3
(3)
$20,722,000
Class M-3
Class M-4
(3)
$19,427,000
Class M-4
Class B-1
(3)
$18,780,000
Class B-1
Class B-2
(3)
$16,189,000
Class
B-2
Class B-3
(3)
$14,894,000
Class B-3
Class IO
(4)
(2)
N/A
Class X
(5)
(3)
Class X
Class UT-R
(6)
(4)
Class R
------------
(1) For any Distribution Date
(and the related Interest Accrual Period) this
interest
shall bear interest at the least of (i) the Pass-Through Rate
(determined without regard to the Loan Group I Cap or WAC Cap) for
the
Corresponding Class of Certificates, (ii) the Lower-Tier Interest
Rate for
the Class
LT-Group I Interest (the "Upper-Tier REMIC Loan Group I Rate")
and (ii)
the Upper-Tier REMIC WAC Rate.
(2) For any Distribution Date
(and the related Interest Accrual Period) this
interest
shall bear interest at the least of (i) the Pass-Through Rate
(determined without regard to the Loan Group II Cap or WAC Cap) for
the
Corresponding Class of Certificates, (ii) the Lower-Tier Interest
Rate for
the Class
LT-Group II Interest (the "Upper-Tier REMIC Loan Group II
Rate")and
(ii) the Upper-Tier REMIC WAC Rate.
(3) For any Distribution Date
(and the related Interest Accrual Period) this
interest
shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the applicable WAC Cap) for the
Corresponding Class of Certificates and (ii) the Upper-Tier REMIC
WAC
Rate.
(4) This interest is an
interest-only interest and does not have a principal
balance.
On each Distribution Date, the Class 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
Trust.
(5) The Class X Interest has an
initial principal balance of $61,037,001 but
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 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 Upper-Tier REMIC WAC Rate over the product of (i) 2 and
(ii)
the
weighted average of the Lower-Tier Interest Rates of the
Lower-Tier
REMIC
Interests (other than the Class LT-IO Interest), where the
Lower-Tier
Interest Rate on each of the Class LT-Accrual Interest, Class
LT-Group I
Interest and Class LT-Group II Interest is subject to a cap
equal to
zero and each LT Accretion Directed Class is subject to a cap
equal to
the Upper-Tier Interest Rate on its Corresponding Class of
Upper-Tier Regular
Interest. With respect to any Distribution Date,
interest
that so accrues on the notional principal balance of the Class
X
Interest
shall be deferred in an amount equal to any increase in the
Overcollateralized Amount on such Distribution Date. Such
deferred
interest
shall not itself bear interest.
(6) 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 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
Class Certificate
Class Designation Pass-Through Rate
Balance
----------------- -----------------
-----------------
Class A-1A(16)
(1)
$256,997,000
Class A-1B(16)
(2)
$64,249,000
Class A-2A(16)
(3)
$382,945,000
Class A-2B(16)
(4)
$197,691,000
Class A-2C(16)
(5)
$93,421,000
Class M-1(16)
(6)
$96,487,000
Class M-2(16)
(7)
$75,117,000
Class M-3(16)
(8)
$20,722,000
Class M-4(16)
(9)
$19,427,000
Class B-1(16)
(10)
$18,780,000
Class B-2(16)
(11)
$16,189,000
Class B-3(16)
(12)
$14,894,000
Class X
(13)
0(13)
Class R-1
(14)
$100
Class R-2
(15)
$100
------------
(1) The Class A-1A Certificates
will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
0.230% (0.460% after the first possible Optional Termination
Date), (2)
the Loan Group I Cap and (3) the WAC Cap.
(2) The Class A-1B Certificates
will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
0.260% (0.520% after the first possible Optional Termination
Date), (2)
the Loan Group I Cap and (3) the WAC Cap.
(3) The Class A-2A Certificate
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the least of (1) One-Month LIBOR plus
0.090%
(0.180% after the first possible Optional Termination Date),
(2)
the Loan
Group II Cap and (3) the WAC Cap.
(4) The Class A-2B Certificates
will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
0.220% (0.440% after the first possible Optional Termination
Date), (2)
the Loan Group II Cap and (3) the WAC Cap.
(5) The Class A-2C Certificates
will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
0.380% (0.760% after the first possible Optional Termination
Date), (2)
the Loan Group II Cap and (3) the WAC Cap.
(6) The Class M-1 Certificates
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) LIBOR 0.470%
(0.705%
after the
first possible Optional Termination Date) and (2) the WAC Cap.
(7) The Class M-2 Certificates
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) LIBOR plus 0.670%
(1.005%
after the first possible Optional Termination Date) and (2) the
WAC
Cap.
(8) The Class M-3 Certificates
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) LIBOR plus 0.700%
(1.050%
after the first possible Optional Termination Date) and (2) the
WAC
Cap.
(9) The Class M-4 Certificates
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) LIBOR plus 1.200%
(1.800%
after the first possible Optional Termination Date) and (2) the
WAC
Cap.
(10) The Class B-1 Certificates will
bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) LIBOR plus 1.350%
(2.025%
after the first possible Optional Termination Date) and (2) the
WAC Cap.
(11) The Class B-2 Certificates will
bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
1.750%
(2.625% after the first possible Optional Termination Date) and
(2)
the WAC
Cap.
(12) The Class B-3 Certificates will
bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
2.500%
(3.750% after the first possible Optional Termination Date) and
(2)
the WAC
Cap.
(13) The Class X Certificates will
represent beneficial ownership of (i) the
Class X
Interest, (ii) the Class IO Interest, (iii) the right to
receive
Class IO
Shortfalls, (iv) amounts in the Supplemental Interest Trust,
including
the Interest Rate Swap Agreement subject to the obligation to
pay Net
Swap Payments and Upper-Tier Carry Forward Amounts and, without
duplication, Basis Risk Carry Forward Amounts and (v) amounts in
the
Excess
Reserve Fund Account, subject to the obligation to make
payments
from the
Excess Reserve Fund Account in respect of Basis Risk Carry
Forward
Amounts. For federal income tax purposes, the Trustee will treat
a
Class X
Certificateholder's obligation to make payments of Basis Risk
Carry
Forward Amounts and, without duplication, Upper-Tier Carry
Forward
Amounts to
the LIBOR Certificates from the Excess Reserve Fund Account and
the
Supplemental Interest Trust as payments made pursuant to an
interest
rate cap
contract written by the Class X Certificateholders in favor of
each Class
of LIBOR Certificates. Such rights of the Class X
Certificateholders and LIBOR Certificateholders shall be treated as
held
in a
portion of the Trust Fund that is treated as a grantor trust
under
subpart E,
Part I of subchapter J of the Code.
(14) The Class R-1 Certificates do not
have an interest rate. The Class R-1
Certificates represent ownership of the Class PT2-R Interest, the
Class
LT-R
Lower-Tier Interest and the Class UT-R Interest.
(15) The Class R-2 Certificates do not
have an interest rate. The Class R-2
Certificates represent the residual interest in Pooling-Tier
REMIC-1.
(16) Each of these Certificates will
represent not only the ownership of the
Corresponding Class of Upper-Tier Regular Interest but also the
right to
receive
payments from the Excess Reserve Fund Account and the
Supplemental
Interest
Trust. Each of these Certificates will also be subject to the
obligation
to pay Class IO Shortfalls as described in Section 8.13. For
federal
income tax purposes, any amount distributed on the LIBOR
Certificates on any such Distribution Date in excess of the
amount
distributable on 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 Trust, as
applicable, and any amount distributable on such Corresponding
Class of
Upper-Tier
Regular Interest on such Distribution Date in excess of the
amount
distributable on the LIBOR Certificates on such Distribution
Date
shall be
treated as having been paid to the Supplemental Interest Trust,
all
pursuant to, and as further provided in, Section 8.13. The
Trustee
will treat
a LIBOR Certificateholder's right to receive payments from the
Excess
Reserve Fund Account and the Supplemental Interest Trust as
payments
made pursuant to an interest rate cap contract written by the
Class X
Certificateholders.
The minimum denomination for the LIBOR Certificates will be
$25,000,
with integral multiples of $1 in excess
thereof except that one Certificate in
each Class may be issued in a different
amount. The minimum denomination for (a)
each Class of Residual Certificates $100,
representing a 100% Percentage
Interest in the related Class, (b) the
Class P Certificates will be a 1%
Percentage Interest in such Class and (c)
the Class X Certificates will be a 1%
Percentage Interest in such Class.
It is expected that each Class of Certificates will receive its
final distribution of principal and
interest on or prior to the Rated Final
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-1A,
Class A-1B, Class A-2A, Class A-2B and
Class A-2C Certificates.
Class A-1 Certificates....... Class A-1A
and Class A-1B Certificates.
Class A-2 Certificates....... Class A-2A,
Class A-2B and Class A-2C
Certificates.
Class R Certificates......... The Class R-1
and Class R-2 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 and Class M-4
Certificates.
ERISA-Restricted
Certificates............... Class
R Certificates, Class P Certificates and
Class X Certificates; and any Certificate with a
rating below the lowest applicable permitted
rating under the Underwriters' Exemption.
LIBOR Certificates........... The Class
A-1A, Class A-1B, Class A-2A, Class
A-2B, Class A-2C, Class M-1, Class M-2, Class M-3,
Class M-4, Class B-1, Class B-2 and Class B-3
Certificates.
Offered Certificates......... All Classes
of Certificates other than the Private
Certificates.
Physical Certificates........ Class P
Certificates, Class X Certificates and
Class R Certificates.
Private Certificates......... Class P
Certificates and Class X Certificates.
Rating Agencies.............. Standard
& Poor's, DBRS, Fitch and Moody's.
Regular Certificates......... All Classes
of Certificates other than the Class P
Certificates and Class R Certificates.
Residual Certificates........ Class R-1 and
Class R-2 Certificates.
Subordinated Certificates.... Class M-1,
Class M-2, Class M-3, Class M-4, Class
B-1, Class B-2, Class B-3 Certificates.
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Whenever used in this Agreement, the
following words and phrases, unless the
context otherwise requires, shall have
the following meanings:
Accepted Servicing Practices: (a) With respect to any Mortgage
Loan
serviced by Countrywide or Wilshire, those
mortgage servicing practices set
forth in Section 3.01 of this Agreement;
and (b) with respect to any Mortgage
Loan serviced by JPMorgan, the servicing
and administration of such Mortgage
Loan (i) in the same manner in which, and
with the same care, skill, prudence
and diligence with which JPMorgan generally
services and administers similar
mortgage loans with similar mortgagors (A)
for other third parties, giving due
consideration to customary and usual
standards of practice of prudent
institutional residential mortgage lenders
servicing their own mortgage loans or
(B) held in JPMorgan's own portfolio,
whichever standard is higher, and (ii) in
accordance with applicable local, state and
federal laws, rules and regulations.
Account: Any of the Collection Account, the Distribution
Account,
any Escrow Account 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's share of Net Prepayment
Interest Shortfalls and Relief Act Interest
Shortfalls for such Distribution
Date allocated to such Class pursuant to
Section 4.02.
Acoustic: Acoustic Home Loans, LLC, a Delaware limited
liability
company, and its successors in
interest.
Acoustic Mortgage Loan: Each Mortgage Loan purchased by the
Purchaser pursuant to an Acoustic Purchase
Agreement and identified as an
"Acoustic Mortgage Loan" on the Mortgage
Loan Schedule.
Acoustic Purchase Agreement: The Flow Mortgage Loan Purchase
and
Warranties Agreement, dated as of November
1, 2004, by and between Acoustic and
the Purchaser, solely insofar as the
Acoustic Purchase Agreement relates to the
Acoustic Mortgage Loans.
Adjustable Rate Mortgage Loan: An adjustable rate Mortgage Loan
purchased pursuant to the Purchase
Agreements.
Adjusted Net Mortgage Interest Rate: As to each Mortgage Loan and
at
any time, the per annum rate equal to the
Mortgage Interest Rate less the
Expense Fee Rate.
Adjustment Date: As to any Mortgage Loan, the first Due Date on
which the related Mortgage Interest Rate
adjusts as set forth in the related
Mortgage Note and each Due Date thereafter
on which the Mortgage Interest Rate
adjusts as set forth in the related
Mortgage Note.
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: A financing or other facility as described in
Section 10.07.
Advance Reimbursement Amounts: As defined in Section 10.07.
Advancing Person: The Person to whom any Servicer's rights
under
this Agreement to be reimbursed for any
P&I Advances or Servicing Advances have
been assigned pursuant to Section
10.07.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with
such first Person. For the purposes
of this definition, "control" means the
power to direct the management and
policies of such Person, directly or
indirectly, whether through the ownership
of voting securities, by contract or
otherwise; and the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate
Class Certificate Balance of the
LIBOR Certificates after distributions of
principal on such Distribution Date
exceeds the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date.
Appraised Value: (i) With respect to any First Lien Mortgage
Loan,
the value of the related Mortgaged Property
based upon the appraisal made for
the originator at the time of origination
of the Mortgage Loan or the sale price
of the Mortgaged Property at such time of
origination, whichever is less, and
(ii) with respect to any Second Lien
Mortgage Loan, the value, determined
pursuant to the applicable Underwriting
Guidelines, of the related Mortgaged
Property as of the origination of the
Second Lien Mortgage Loan; provided,
however, that in the case of a refinanced
Mortgage Loan, such value is based
solely upon the appraisal made at the time
of origination of such refinanced
Mortgage Loan.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in
recordable form (other than the assignee's
name and recording information not yet
returned from the recording office),
reflecting the sale of the Mortgage to the
Trust.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by
the 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 on or prior to the related
Determination Date, together with any
P&I Advances in respect thereof; (ii)
all Condemnation Proceeds, Insurance
Proceeds and Liquidation Proceeds received
during the related Prepayment Period
(in each case, net of unreimbursed expenses
incurred in connection with a
liquidation or foreclosure and unreimbursed
Advances, if any); (iii) all partial
or full prepayments on the Mortgage Loans
received during the related Prepayment
Period together with all Compensating
Interest paid by the applicable Servicer
in connection therewith (excluding
Prepayment Premiums); (iv) all amounts
received with respect to such Distribution
Date as the Substitution Adjustment
Amount or the Repurchase Price in respect
of a Deleted Mortgage Loan substituted
for or a Mortgage Loan repurchased by the
Purchaser, Fremont, the Responsible
Party or the Depositor, as applicable, as
of such Distribution Date; (v) any Net
Swap Receipts for such Distribution Date;
and (vi) the proceeds received with
respect to the termination of the Trust
Fund pursuant to clause (a) of Section
9.01, reduced by (y) all amounts in
reimbursement for P&I Advances and Servicing
Advances previously made with respect to
the Mortgage Loans, and other amounts
as to which the Servicers, the Depositor,
the Trustee (or co-trustee) or the
Custodians are entitled to be paid or
reimbursed pursuant to this Agreement.
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
Principal Remittance Amount for such
Distribution Date over (ii) the Excess
Overcollateralized Amount, if any, for
such Distribution Date.
Basis Risk Carry Forward Amount: With respect to each Class of
LIBOR
Certificates, as of any Distribution Date,
the sum of (A) if on such
Distribution Date the Pass-Through Rate for
any Class of LIBOR Certificates is
based upon a Loan Group Cap or the WAC Cap,
the excess, if any, of (i) the
amount of interest such Class of LIBOR
Certificates would otherwise be entitled
to receive on such Distribution Date had
such Pass-Through Rate not been subject
to the Loan Group Cap or the WAC Cap, over
(ii) the amount of interest payable
on such Class of Certificates on such
Distribution Date taking into account (a)
with respect to the Class A-1 Certificates
at the lesser of the WAC Cap and the
Loan Group I Cap, (b) with respect to the
Class A-2 Certificates at the lesser
of the WAC Cap and the Loan Group II Cap,
and (c) with respect to each other
Class of LIBOR Certificates, the WAC Cap,
and (B) the Basis Risk Carry Forward
Amount for such Class of LIBOR Certificates
for all previous Distribution Dates
not previously paid, together with interest
thereon at a rate equal to the
applicable Pass-Through Rate for such Class
of LIBOR Certificates for such
Distribution Date (without giving effect to
the WAC Cap, Loan Group I Cap or
Loan Group II Cap, as applicable).
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the
Basis Risk Carry Forward Amounts for such
Distribution Date and (ii) the Class X
Distributable Amount (prior to any
reduction for Basis Risk Payments from the
Excess Reserve Fund Account or any
Defaulted Swap Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan
institutions, in (a) the States of New
York, New Jersey, Nevada, Texas and
California, (b) the State in which a
Servicer's servicing operations are
located, or (c) the State in which the
Trustee's operations are located, are
authorized or obligated by law or
executive order to be closed.
Certificate: Any one of the Certificates executed by the Trustee
in
substantially the forms attached hereto as
exhibits.
Certificate Balance: With respect to any Class of LIBOR
Certificates
or Residual Certificates, at any date, the
maximum dollar amount of principal to
which the Holder thereof is then entitled
hereunder, such amount being equal to
the Denomination thereof minus all
distributions of principal previously made
with respect thereto and reduced by the
amount of any Applied Realized Loss
Amounts previously allocated to such Class
of Certificates pursuant to Section
4.05; provided, however, that immediately
following the Distribution Date on
which a Subsequent Recovery is distributed,
the Class Certificate Balances of
any Class or Classes of Certificates that
have been previously reduced by
Applied Realized Loss Amounts will be
increased, in order of seniority, by the
amount of the Subsequent Recovery
distributed on such Distribution Date (up to
the amount of Applied Realized Loss Amounts
allocated to such Class or Classes).
The Class X and Class P 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.
Certification: As defined in Section 8.12(b).
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificate Group: Either the Class A-1 Certificate Group
or
the Class A-2 Certificate Group, as
applicable.
Class A Certificates: As specified in the Preliminary
Statement.
Class A
Principal Allocation Percentage: For any Distribution Date,
the percentage equivalent of a fraction,
determined as follows: (A) with respect
to the Class A-1 Certificate Group, a
fraction, the numerator of which is the
portion of the Principal Remittance Amount
for such Distribution Date that is
attributable to the principal received or
advanced on the Group I Mortgage Loans
and the denominator of which is the
Principal Remittance Amount for such
Distribution Date; and (B) with respect to
the Class A-2 Certificate Group, a
fraction, the numerator of which is the
portion of the Principal Remittance
Amount for such Distribution Date that is
attributable to the principal received
or advanced on the Group II Mortgage Loans
and the denominator of which is the
Principal Remittance Amount for such
Distribution Date.
Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
aggregate Class Certificate Balances of
the Class A Certificates immediately prior
to such Distribution Date over (ii)
the lesser of (A) 53.70% of the aggregate
Stated Principal Balance of the
Mortgage Loans for such Distribution Date
and (B) the excess, if any, of the
aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution
Date over the Overcollateralization
Floor.
Class A-1 Certificate Group: The Class A-1 Certificates.
Class A-1 Certificates: As specified in the Preliminary
Statement.
Class A-1A Certificates: All Certificates bearing the class
designation of "Class A-1A."
Class A-1B Certificates: All Certificates bearing the class
designation of "Class A-1B."
Class A-2 Certificate Group: The Class A-2 Certificates.
Class A-2 Certificates: As specified in the Preliminary
Statement.
Class A-2A Certificates: All Certificates bearing the class
designation of "Class A-2A."
Class A-2B Certificates: All Certificates bearing the class
designation of "Class A-2B."
Class A-2C Certificates: All Certificates bearing the class
designation of "Class A-2C."
Class B Certificates: As specified in the Preliminary
Statement.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1."
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount on such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of
the Class M-4 Certificates (after
taking into account the distribution of the
Class M-4 Principal Distribution
Amount on such Distribution Date) and (F)
the Class Certificate Balance of the
Class B-1 Certificates immediately prior to
such Distribution Date, over (ii)
the lesser of (A) the product of (x) 89.30%
and (y) the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date, and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over the
Overcollateralization Floor.
Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2."
Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount on such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking
