Exhibit 4.1
EXECUTION COPY
MERRILL LYNCH MORTGAGE INVESTORS, INC.
Depositor
TERWIN ADVISORS LLC,
Seller
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
Servicing
Administrator, Securities Administrator And Backup Servicer
SPECIALIZED LOAN SERVICING, LLC,
Servicer
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
-------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2005
-------------------------------
TERWIN MORTGAGE TRUST
ASSET-BACKED CERTIFICATES, SERIES TMTS 2005- 16HE
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS.......................................................1
ARTICLE II CONVEYANCE OF MORTGAGE
LOANS; REPRESENTATIONS
AND
WARRANTIES...................................................54
SECTION 2.01.
Conveyance of Mortgage Loans..........................76
SECTION 2.02.
Acceptance by the Trustee of the Mortgage Loans.......80
SECTION 2.03.
Representations, Warranties and
Covenants of the Depositor.........................82
SECTION 2.04.
Representations and Warranties of the
Servicing Administrator; Representations
and Warranties of the Servicer; Representations
and Warranties of the Securities Administrator;
Representations and Warranties of the
Backup Servicer....................................86
SECTION 2.05.
Substitutions and Repurchases of Mortgage
Loans which are not "Qualified Mortgages.".........89
SECTION 2.06.
Authentication and Delivery of Certificates...........89
SECTION 2.07. REMIC
Elections.......................................89
SECTION 2.08.
Covenants of the Servicing Administrator..............95
SECTION 2.09.
Covenants of the Servicer.............................96
SECTION 2.10. Related
Agreements....................................96
SECTION 2.11.
Conveyance of Subsequent Mortgage Loans...............96
SECTION 2.12.
Permitted Activities of the Trust.....................99
SECTION 2.13.
Qualifying Special Purpose Entity.....................99
ARTICLE III ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS...................99
SECTION 3.01. Servicer
to Service Mortgage Loans....................99
SECTION 3.02.
Servicing and Subservicing; Enforcement
of the Obligations of the Servicer................100
SECTION 3.03. Rights
of the Depositor, the Securities
Administrator, the Backup Servicer and the
Trustee in Respect of the Servicer................101
SECTION 3.04. The
Servicing Administrator or Backup
Servicer to Act as Servicer.......................101
SECTION 3.05.
Collection of Mortgage Loan Payments;
Collection Account; Servicing Administrator
Collection Account; Certificate Account...........102
SECTION 3.06.
Collection of Taxes, Assessments and
Similar Items; Escrow Accounts....................106
SECTION 3.07. Access
to Certain Documentation and
Information
Regarding the Mortgage Loans..........107
SECTION 3.08.
Withdrawals from a Collection Account,
Servicing Administrator Collection Account
and Certificate Account...........................107
SECTION 3.09.
[RESERVED]...........................................110
SECTION 3.10.
[RESERVED]...........................................110
SECTION 3.11.
Enforcement of Due-On-Sale Clauses;
Assumption Agreements.............................110
SECTION 3.12.
Realization Upon Defaulted Mortgage Loans;
Determination of Excess Proceeds..................111
SECTION 3.13. Trustee
to Cooperate; Release of Mortgage Files......114
SECTION 3.14. Documents,
Records and Funds in Possession
of the Servicer to be Held for
the Trustee.......................................115
SECTION 3.15.
Servicing Compensation...............................115
SECTION 3.16. Access
to Certain Documentation......................116
SECTION 3.17. Annual
Statement as to Compliance....................116
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<PAGE>
TABLE OF CONTENTS
(continued)
Page
SECTION 3.18. Annual
Independent Public Accountants'
Servicing Statement; Financial Statements.........116
SECTION 3.19. Duties
and Removal of the Credit Risk Manager........117
SECTION 3.20. Periodic
Filings.....................................117
SECTION 3.21. Annual
Certificate by Securities Administrator.......118
SECTION 3.22.
[RESERVED]...........................................118
SECTION 3.23.
Prepayment Penalty Reporting Requirements............118
SECTION 3.24. Servicer
Reports.....................................119
SECTION 3.25.
Indemnification......................................119
SECTION 3.26.
Nonsolicitation......................................120
SECTION 3.27. SLS as
Servicer......................................120
SECTION 3.28.
Quarterly Audit......................................121
SECTION 3.29.
Maintenance of LPMI Policy:..........................121
SECTION 3.30. SLS
Servicing Tape; Storage and Access
to Servicing Tape.................................121
ARTICLE IV ADMINISTRATION AND BACKUP
SERVICING OF THE MORTGAGE LOANS.......122
SECTION 4.01.
Servicing Administrator..............................122
SECTION 4.02. REMIC
Related Covenants..............................122
SECTION 4.03. Fidelity
Bond........................................123
SECTION 4.04. Powers
to Act; Procedures............................123
SECTION 4.05.
Due-on-Sale Clauses; Assumption Agreements...........124
SECTION 4.06.
Documents, Records and Funds in Possession
of Servicing Administrator to be Held
for Trustee.......................................124
SECTION 4.07.
Monitoring of the Servicer...........................124
SECTION 4.08.
[RESERVED]...........................................125
SECTION 4.09.
[RESERVED]...........................................125
SECTION 4.10.
Presentment of Claims and Collection of Proceeds.....125
SECTION 4.11. Trustee
or Custodian to Retain Possession
of Certain Insurance Policies
and
Documents.....................................125
SECTION 4.12.
Realization Upon Defaulted Loans.....................126
SECTION 4.13. REO
Property.........................................126
SECTION 4.14. Annual
Statement as to Compliance....................126
SECTION 4.15. Annual
Independent Public Accountants'
Servicing Statement; Financial Statements.........127
SECTION 4.16. Annual
Certificate by Servicing Administrator........127
SECTION 4.17.
Obligation of the Servicing Administrator
in Respect of Prepayment Interest Shortfalls......127
SECTION 4.18.
Obligation of the Servicing Administrator
in Respect of Collection Account..................128
SECTION 4.19. Backup
Servicer......................................128
ARTICLE V
DISTRIBUTIONS...................................................128
SECTION 5.01. Advances
by the Servicing Administrator
and the Servicer..................................128
SECTION 5.02. Advance
Facility.....................................129
SECTION 5.03.
Reduction of Servicing Compensation
in Connection with Prepayment
Interest Shortfalls...............................132
SECTION 5.04.
Distributions on the REMIC Interests.................132
SECTION 5.05.
Distributions........................................132
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<PAGE>
TABLE OF CONTENTS
(continued)
Page
SECTION 5.06. Monthly
Statements to Certificateholders.............140
SECTION 5.07.
Certificate Insurance Policy Matters.................143
SECTION 5.08. Effect
of Payments by the Certificate Insurer........147
SECTION
5.09. Pre-Funding
Account..................................148
SECTION 5.10.
Capitalized Interest Account.........................148
ARTICLE VI THE
CERTIFICATES................................................149
SECTION 6.01. The
Certificates.....................................149
SECTION 6.02.
Appointment of Certificate Registrar;
Certificate Register; Registration
of Transfer and Exchange of Certificates..........150
SECTION 6.03.
Mutilated, Destroyed, Lost or Stolen
Certificates......................................154
SECTION 6.04. Persons
Deemed Owners................................155
SECTION 6.05. Access
to List of Certificateholders'
Names and Addresses...............................155
SECTION 6.06.
Book-Entry Certificates..............................155
SECTION 6.07. Notices
to Depository................................156
SECTION 6.08.
Definitive Certificates..............................156
SECTION 6.09.
Maintenance of Office or Agency......................157
SECTION 6.10.
Authenticating Agents................................157
SECTION 6.11. Trustee
To Act with Consent of the
Certificate Insurer...............................158
SECTION 6.12. Mortgage
Loans, Trust Fund Held for Benefit
of Certificate Insurer and
Holders of Certificates...........................158
ARTICLE VII THE DEPOSITOR, THE SERVICING
ADMINISTRATOR, THE SERVICER
AND THE SECURITIES
ADMINISTRATOR................................158
SECTION 7.01.
Respective Liabilities of the Depositor,
the Servicing Administrator, the
Servicer and the Securities Administrator............158
SECTION 7.02. Merger
or Consolidation of the Depositor,
the Servicing Administrator,
the Servicer or the Securities Administrator......158
SECTION 7.03.
Limitation on Liability of the Depositor,
Servicing Administrator, the Servicer,
the Backup Servicer, the Trustee,
the Securities Administrator
and Others........................................159
SECTION 7.04.
Limitation on Resignation of the Servicer............160
SECTION 7.05. Errors
and Omissions Insurance; Fidelity Bonds.......161
SECTION 7.06.
Limitation on Resignation of the Servicing
Administrator and the Backup Servicer.............161
SECTION 7.07.
Assignment by Backup Servicer and
Servicing Administrator...........................161
SECTION 7.08.
Limitation Upon Liability of the
Credit Risk Manager...............................162
ARTICLE VIII DEFAULT; TERMINATION OF
SERVICER................................163
SECTION 8.01. Events
of Default....................................163
SECTION 8.02.
Securities Administrator to Act;
Servicing Administrator and Backup
Servicer to Act; Appointment of Successor.........165
SECTION 8.03.
Notification to Certificateholders...................167
SECTION 8.04. Waiver
of Servicer Events of Default.................167
SECTION 8.05. SLS
Events of Termination............................167
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<PAGE>
TABLE OF CONTENTS
(continued)
Page
ARTICLE IX CONCERNING THE TRUSTEE AND
THE SECURITIES ADMINISTRATOR.........167
SECTION 9.01. Duties
of the Trustee................................167
SECTION 9.02. Certain
Matters Affecting the Trustee................169
SECTION 9.03. The
Trustee Not Liable for Certificates
or Mortgage Loans.................................170
SECTION 9.04. The
Trustee May Own Certificates.....................171
SECTION 9.05.
Trustee's Fees and Expenses..........................171
SECTION 9.06.
[RESERVED]...........................................171
SECTION 9.07.
Eligibility Requirements for the Trustee.............171
SECTION 9.08.
Resignation and Removal of the Trustee...............172
SECTION 9.09.
[RESERVED]...........................................172
SECTION 9.10.
Successor Trustee....................................172
SECTION 9.11. Merger
or Consolidation of the Trustee...............173
SECTION 9.12.
Appointment of Co-Trustee or Separate Trustee........173
SECTION 9.13. Tax
Matters..........................................174
SECTION 9.14. Duties
of Securities Administrator...................176
SECTION 9.15. Certain
Matters Affecting the Securities
Administrator.....................................178
SECTION 9.16.
Securities Administrator Not Liable for
Certificates or Mortgage Loans....................179
SECTION 9.17.
Securities Administrator May Own Certificates........179
SECTION 9.18. Fees and
Expenses of the Securities
Administrator.....................................180
SECTION 9.19.
Eligibility Requirements for the
Securities Administrator..........................180
SECTION 9.20.
Resignation and Removal of the
Securities Administrator..........................180
SECTION 9.21.
Successor Securities Administrator...................181
SECTION 9.22. Merger
or Consolidation of Securities
Administrator.....................................182
ARTICLE X
TERMINATION.....................................................182
SECTION 10.01. Termination upon Liquidation or
Repurchase of all Mortgage Loans..................182
SECTION 10.02. Final Distribution on the
Certificates...............182
SECTION 10.03. Additional Termination
Requirements..................184
ARTICLE XI MISCELLANEOUS
PROVISIONS........................................184
SECTION 11.01.
Amendment............................................184
SECTION 11.02.
Counterparts.........................................186
SECTION 11.03. Governing
Law........................................186
SECTION 11.04. Intention of
Parties.................................186
SECTION 11.05.
Notices..............................................187
SECTION 11.06. Severability of
Provisions...........................188
SECTION 11.07.
Assignment...........................................188
SECTION 11.08. Limitation on Rights of
Certificateholders...........188
SECTION 11.09. Inspection and Audit
Rights..........................189
SECTION 11.10. Certificates Nonassessable and Fully
Paid............189
-iv-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
EXHIBIT A FORMS OF
CERTIFICATES
EXHIBIT B-1 MORTGAGE LOAN
SCHEDULE--MORTGAGE POOL
EXHIBIT B-2 MORTGAGE LOAN
SCHEDULE--GROUP I
EXHIBIT B-3 MORTGAGE LOAN
SCHEDULE--GROUP II
EXHIBIT C
[RESERVED]
EXHIBIT D FORM OF
CUSTODIAN CERTIFICATION
EXHIBIT E-1 FORM OF TRANSFEREE'S
LETTER AND AFFIDAVIT
EXHIBIT E-2 FORM OF TRANSFEROR'S
AFFIDAVIT
EXHIBIT F FORM OF
TRANSFEROR CERTIFICATE
EXHIBIT G FORM OF
INVESTMENT LETTER
EXHIBIT H FORM OF
RULE 144A LETTER
EXHIBIT I REQUEST
FOR RELEASE
EXHIBIT J
[RESERVED]
EXHIBIT K FORM OF
OFFICER'S CERTIFICATE OF SECURITIES ADMINISTRATOR
EXHIBIT L FORM OF
OFFICER'S CERTIFICATE OF SERVICER
EXHIBIT M FORM OF
SUBSEQUENT TRANSFER INSTRUMENT
EXHIBIT N FORM OF
ADDITION NOTICE
EXHIBIT O FORM OF
SWAP AGREEMENT
EXHIBIT P FORM OF
CERTIFICATE OF SERVICING ADMINISTRATOR
EXHIBIT Q FORM OF
CUSTODIAL AGREEMENT
EXHIBIT R FORM OF
SERVICER REPORT
-v-
<PAGE>
POOLING
AND SERVICING AGREEMENT, dated as of October 1, 2005, among
MERRILL LYNCH MORTGAGE INVESTORS, INC., a
Delaware corporation, as depositor
(the "Depositor"), TERWIN ADVISORS LLC, a
Delaware limited liability company, as
seller (the "Seller"), JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, a banking
association organized under the laws of the
United States of America, as
servicing administrator (in such capacity,
the "Servicing Administrator") as
securities administrator (in such capacity,
the "Securities Administrator") and
backup servicer (in such capacity, the
"Backup Servicer"), SPECIALIZED LOAN
SERVICING, LLC, a Delaware limited
liability company, as servicer (the
"Servicer") and U.S. BANK NATIONAL
ASSOCIATION, a national banking association,
as trustee (the "Trustee").
The Depositor is the owner of the Trust
Fund that is hereby conveyed to the
Trustee in return for the Certificates. It
is intended that for federal income
tax purposes the Trust Fund will include
(i) four real estate mortgage
investment conduits in a tiered REMIC
structure, (ii) the Initial ES Strip,
(iii) amounts distributable to the Class X
Certificates pursuant to Section
5.05(i), (iv) the grantor trusts described
in Section 2.07, (v) the Supplemental
Interest Trust, which in turn will hold the
Swap agreement, and (vi) the
Pre-Funding Account and Capitalized
Interest Account. The Pre-Funding REMIC will
consist of all of the assets constituting
the Trust Fund (other than assets
described in clauses (ii), (iii), (iv) (v)
and (vi) above, the Pre-Funding REMIC
Regular Interests, the SWAP REMIC Regular
Interests and the REMIC 1 Regular
Interests) and will be evidenced by the
Pre-Funding REMIC Regular Interests
(which will be uncertificated and will
represent the "regular interests" in the
Pre-Funding REMIC) and the Class PF-R
Interest as the single "residual interest"
in the Pre-Funding REMIC. The Trustee will
hold the Pre-Funding REMIC Regular
Interests. The SWAP REMIC will hold as its
assets the Pre-Funding REMIC Regular
Interests and will be evidenced by the SWAP
REMIC Regular Interests (which will
represent the "regular interests" in the
SWAP REMIC") and the Class SW-R
Interest as the single "residual interest
in the SWAP REMIC. The Trustee will
hold the SWAP REMIC Regular Interests.
REMIC 1 will hold as its assets the SWAP
REMIC Regular Interests and will be
evidenced by the REMIC 1 Regular Interests
(which will represent the "regular
interests" in REMIC 1) and the Class LT1-R
Interest as the single "residual interest"
in REMIC 1. The Trustee will hold the
REMIC 1 Regular Interests. REMIC 2 will
consist of the REMIC 1 Regular Interests
and will be evidenced by the REMIC 2
Regular Interests (which will represent the
"regular interests" in REMIC 2) and the
Class LT2-R Interest as the single
"residual interest" in REMIC 2. The Class R
Certificate will represent
beneficial ownership of the Class PF-R
Interest, the Class SW-R Interest, the
Class LT1-R Interest and the Class LT2-R
Interest. The "latest possible maturity
date" for federal income tax purposes of
all the interests created hereby will
be the Latest Possible Maturity Date.
All
covenants and agreements made by the Seller in the Sale Agreement
and
by the Depositor and the Trustee herein
with respect to the Mortgage Loans and
the other property constituting the Trust
Fund are for the benefit of the
Holders from time to time of the
Certificates.
The Pre-Funding REMIC
The following table sets forth the
designations, initial principal balances and
interest rates for each interest in the
Pre-Funding REMIC:
Class
Initial Principal Balance
Interest Rate
PF-I
$272,700,081.22
(1)
PF-II
$277,303,676.06
(2)
PF-R
(3)
(3)
(1) The interest rate on the
Class PF-I Interest shall be the Group I Net WAC.
<PAGE>
(2) The interest rate on the
Class PF-II Interest shall be the Group II Net
WAC.
(3) The Class PF-R Interest
shall have no principal amount and shall bear no
interest.
The SWAP REMIC
The following table sets forth the
designations, initial principal balances and
interest rates for each interest in the
SWAP REMIC:
Class
Initial Principal Balance
Interest Rate
--------------------------------------------------------------------------------
1-SW1
$131,170,697.55
(1)
--------------------------------------------------------------------------------
1-SW1A
$991,429.58
(2)
--------------------------------------------------------------------------------
1-SW1B
$991,429.58
(3)
--------------------------------------------------------------------------------
1-SW2A
$1,233,858.29
(2)
--------------------------------------------------------------------------------
1-SW2B
$1,233,858.29
(3)
--------------------------------------------------------------------------------
1-SW3A
$1,486,104.39
(2)
--------------------------------------------------------------------------------
1-SW3B
$1,486,104.39
(3)
--------------------------------------------------------------------------------
1-SW4A
$1,734,594.69
(2)
--------------------------------------------------------------------------------
1-SW4B
$1,734,594.69
(3)
--------------------------------------------------------------------------------
1-SW5A
$1,981,763.90
(2)
--------------------------------------------------------------------------------
1-SW5B
$1,981,763.90
(3)
--------------------------------------------------------------------------------
1-SW6A
$2,214,648.92
(2)
--------------------------------------------------------------------------------
1-SW6B
$2,214,648.92
(3)
--------------------------------------------------------------------------------
1-SW7A
$2,488,100.77
(2)
--------------------------------------------------------------------------------
1-SW7B
$2,488,100.77
(3)
--------------------------------------------------------------------------------
1-SW8A
$2,695,928.30
(2)
--------------------------------------------------------------------------------
1-SW8B
$2,695,928.30
(3)
--------------------------------------------------------------------------------
1-SW9A
$2,870,185.19
(2)
--------------------------------------------------------------------------------
1-SW9B
$2,870,185.19
(3)
--------------------------------------------------------------------------------
1-SW10A
$2,664,590.07
(2)
--------------------------------------------------------------------------------
1-SW10B
$2,664,590.07
(3)
--------------------------------------------------------------------------------
1-SW11A
$2,535,085.19
(2)
--------------------------------------------------------------------------------
1-SW11B
$2,535,085.19
(3)
--------------------------------------------------------------------------------
1-SW12A
$2,411,874.68
(2)
--------------------------------------------------------------------------------
1-SW12B
$2,411,874.68
(3)
--------------------------------------------------------------------------------
1-SW13A
$2,294,652.38
(2)
--------------------------------------------------------------------------------
1-SW13B
$2,294,652.38
(3)
--------------------------------------------------------------------------------
1-SW14A
$2,183,126.99
(2)
--------------------------------------------------------------------------------
1-SW14B
$2,183,126.99
(3)
--------------------------------------------------------------------------------
1-SW15A
$2,077,022.59
(2)
--------------------------------------------------------------------------------
1-SW15B
$2,077,022.59
(3)
--------------------------------------------------------------------------------
1-SW16A
$1,976,074.42
(2)
--------------------------------------------------------------------------------
1-SW16B
$1,976,074.42
(3)
--------------------------------------------------------------------------------
1-SW17A
$1,880,032.83
(2)
--------------------------------------------------------------------------------
1-SW17B
$1,880,032.83
(3)
--------------------------------------------------------------------------------
1-SW18A
$1,788,658.85
(2)
--------------------------------------------------------------------------------
1-SW18B
$1,788,658.85
(3)
--------------------------------------------------------------------------------
1-SW19A
$1,701,726.13
(2)
--------------------------------------------------------------------------------
-2-
<PAGE>
--------------------------------------------------------------------------------
1-SW19B
$1,701,726.13
(3)
--------------------------------------------------------------------------------
1-SW20A
$3,907,298.66
(2)
--------------------------------------------------------------------------------
1-SW20B
$3,907,298.66
(3)
--------------------------------------------------------------------------------
1-SW21A
$3,439,653.44
(2)
--------------------------------------------------------------------------------
1-SW21B
$3,439,653.44
(3)
--------------------------------------------------------------------------------
1-SW22A
$3,000,629.64
(2)
--------------------------------------------------------------------------------
1-SW22B
$3,000,629.64
(3)
--------------------------------------------------------------------------------
1-SW23A
$2,619,730.72
(2)
--------------------------------------------------------------------------------
1-SW23B
$2,619,730.72
(3)
--------------------------------------------------------------------------------
1-SW24A
$2,289,123.05
(2)
--------------------------------------------------------------------------------
1-SW24B
$2,289,123.05
(3)
--------------------------------------------------------------------------------
1-SW25A
$1,042,942.52
(2)
--------------------------------------------------------------------------------
1-SW25B
$1,042,942.52
(3)
--------------------------------------------------------------------------------
1-SW26A
$971,449.97
(2)
--------------------------------------------------------------------------------
1-SW26B
$971,449.97
(3)
--------------------------------------------------------------------------------
1-SW27A
$915,520.80
(2)
--------------------------------------------------------------------------------
1-SW27B
$915,520.80
(3)
--------------------------------------------------------------------------------
1-SW28A
$862,818.90
(2)
--------------------------------------------------------------------------------
1-SW28B
$862,818.90
(3)
--------------------------------------------------------------------------------
1-SW29A
$813,178.15
(2)
--------------------------------------------------------------------------------
1-SW29B
$813,178.15
(3)
--------------------------------------------------------------------------------
1-SW30A
$766,425.04
(2)
--------------------------------------------------------------------------------
1-SW30B
$766,425.04
(3)
--------------------------------------------------------------------------------
1-SW31A
$734,117.98
(2)
--------------------------------------------------------------------------------
1-SW31B
$734,117.98
(3)
--------------------------------------------------------------------------------
1-SW32A
$987,827.23
(2)
--------------------------------------------------------------------------------
1-SW32B
$987,827.23
(3)
--------------------------------------------------------------------------------
1-SW33A
$893,281.27
(2)
--------------------------------------------------------------------------------
1-SW33B
$893,281.27
(3)
--------------------------------------------------------------------------------
1-SW34A
$434,720.13
(2)
--------------------------------------------------------------------------------
1-SW34B
$434,720.13
(3)
--------------------------------------------------------------------------------
1-SW35A
$478,578.43
(2)
--------------------------------------------------------------------------------
1-SW35B
$478,578.43
(3)
--------------------------------------------------------------------------------
1-SW36A
$487,437.16
(2)
--------------------------------------------------------------------------------
1-SW36B
$487,437.16
(3)
--------------------------------------------------------------------------------
1-SW37A
$463,717.62
(2)
--------------------------------------------------------------------------------
1-SW37B
$463,717.62
(3)
--------------------------------------------------------------------------------
1-SW38A
$441,210.35
(2)
--------------------------------------------------------------------------------
1-SW38B
$441,210.35
(3)
--------------------------------------------------------------------------------
1-SW39A
$419,883.86
(2)
--------------------------------------------------------------------------------
1-SW39B
$419,883.86
(3)
--------------------------------------------------------------------------------
1-SW40A
$399,675.68
(2)
--------------------------------------------------------------------------------
1-SW40B
$399,675.68
(3)
--------------------------------------------------------------------------------
1-SW41A
$380,371.13
(2)
--------------------------------------------------------------------------------
1-SW41B
$380,371.13
(3)
--------------------------------------------------------------------------------
1-SW42A
$362,071.34
(2)
--------------------------------------------------------------------------------
1-SW42B
$362,071.34
(3)
--------------------------------------------------------------------------------
1-SW43A
$344,704.93
(2)
--------------------------------------------------------------------------------
-3-
<PAGE>
--------------------------------------------------------------------------------
1-SW43B
$344,704.93
(3)
--------------------------------------------------------------------------------
1-SW44A
$333,541.90
(2)
--------------------------------------------------------------------------------
1-SW44B
$333,541.90
(3)
--------------------------------------------------------------------------------
1-SW45A
$328,817.78
(2)
--------------------------------------------------------------------------------
1-SW45B
$328,817.78
(3)
--------------------------------------------------------------------------------
1-SW46A
$314,705.40
(2)
--------------------------------------------------------------------------------
1-SW46B
$314,705.40
(3)
--------------------------------------------------------------------------------
1-SW47A
$299,714.93
(2)
--------------------------------------------------------------------------------
1-SW47B
$299,714.93
(3)
--------------------------------------------------------------------------------
1-SW48A
$285,463.47
(2)
--------------------------------------------------------------------------------
1-SW48B
$285,463.47
(3)
--------------------------------------------------------------------------------
1-SW49A
$271,927.97
(2)
--------------------------------------------------------------------------------
1-SW49B
$271,927.97
(3)
--------------------------------------------------------------------------------
1-SW50A
$259,075.95
(2)
--------------------------------------------------------------------------------
1-SW50B
$259,075.95
(3)
--------------------------------------------------------------------------------
1-SW51A
$247,062.60
(2)
--------------------------------------------------------------------------------
1-SW51B
$247,062.60
(3)
--------------------------------------------------------------------------------
1-SW52A
$306,562.13
(2)
--------------------------------------------------------------------------------
1-SW52B
$306,562.13
(3)
--------------------------------------------------------------------------------
1-SW53A
$282,828.96
(2)
--------------------------------------------------------------------------------
1-SW53B
$282,828.96
(3)
--------------------------------------------------------------------------------
1-SW54A
$261,068.14
(2)
--------------------------------------------------------------------------------
1-SW54B
$261,068.14
(3)
--------------------------------------------------------------------------------
1-SW55A
$160,290.77
(2)
--------------------------------------------------------------------------------
1-SW55B
$160,290.77
(3)
--------------------------------------------------------------------------------
1-SW56A
$747,805.70
(2)
--------------------------------------------------------------------------------
1-SW56B
$747,805.70
(3)
--------------------------------------------------------------------------------
2-SW2
$133,385,059.73
(4)
--------------------------------------------------------------------------------
2-SW1A
$1,008,166.42
(5)
--------------------------------------------------------------------------------
2-SW1B
$1,008,166.42
(6)
--------------------------------------------------------------------------------
2-SW2A
$1,254,687.71
(5)
--------------------------------------------------------------------------------
2-SW2B
$1,254,687.71
(6)
--------------------------------------------------------------------------------
2-SW3A
$1,511,192.11
(5)
--------------------------------------------------------------------------------
2-SW3B
$1,511,192.11
(6)
--------------------------------------------------------------------------------
2-SW4A
$1,763,877.31
(5)
--------------------------------------------------------------------------------
2-SW4B
$1,763,877.31
(6)
--------------------------------------------------------------------------------
2-SW5A
$2,015,219.10
(5)
--------------------------------------------------------------------------------
2-SW5B
$2,015,219.10
(6)
--------------------------------------------------------------------------------
2-SW6A
$2,252,035.58
(5)
--------------------------------------------------------------------------------
2-SW6B
$2,252,035.58
(6)
--------------------------------------------------------------------------------
2-SW7A
$2,530,103.73
(5)
--------------------------------------------------------------------------------
2-SW7B
$2,530,103.73
(6)
--------------------------------------------------------------------------------
2-SW8A
$2,741,439.70
(5)
--------------------------------------------------------------------------------
2-SW8B
$2,741,439.70
(6)
--------------------------------------------------------------------------------
2-SW9A
$2,918,638.31
(5)
--------------------------------------------------------------------------------
2-SW9B
$2,918,638.31
(6)
--------------------------------------------------------------------------------
2-SW10A
$2,709,572.43
(5)
--------------------------------------------------------------------------------
2-SW10B
$2,709,572.43
(6)
--------------------------------------------------------------------------------
-4-
<PAGE>
--------------------------------------------------------------------------------
2-SW11A
$2,577,881.31
(5)
--------------------------------------------------------------------------------
2-SW11B
$2,577,881.31
(6)
--------------------------------------------------------------------------------
2-SW12A
$2,452,590.82
(5)
--------------------------------------------------------------------------------
2-SW12B
$2,452,590.82
(6)
--------------------------------------------------------------------------------
2-SW13A
$2,333,389.62
(5)
--------------------------------------------------------------------------------
2-SW13B
$2,333,389.62
(6)
--------------------------------------------------------------------------------
2-SW14A
$2,219,981.51
(5)
--------------------------------------------------------------------------------
2-SW14B
$2,219,981.51
(6)
--------------------------------------------------------------------------------
2-SW15A
$2,112,085.91
(5)
--------------------------------------------------------------------------------
2-SW15B
$2,112,085.91
(6)
--------------------------------------------------------------------------------
2-SW16A
$2,009,433.58
(5)
--------------------------------------------------------------------------------
2-SW16B
$2,009,433.58
(6)
--------------------------------------------------------------------------------
2-SW17A
$1,911,770.67
(5)
--------------------------------------------------------------------------------
2-SW17B
$1,911,770.67
(6)
--------------------------------------------------------------------------------
2-SW18A
$1,818,854.15
(5)
--------------------------------------------------------------------------------
2-SW18B
$1,818,854.15
(6)
--------------------------------------------------------------------------------
2-SW19A
$1,730,453.87
(5)
--------------------------------------------------------------------------------
2-SW19B
$1,730,453.87
(6)
--------------------------------------------------------------------------------
2-SW20A
$3,973,259.84
(5)
--------------------------------------------------------------------------------
2-SW20B
$3,973,259.84
(6)
--------------------------------------------------------------------------------
2-SW21A
$3,497,720.06
(5)
--------------------------------------------------------------------------------
2-SW21B
$3,497,720.06
(6)
--------------------------------------------------------------------------------
2-SW22A
$3,051,284.86
(5)
--------------------------------------------------------------------------------
2-SW22B
$3,051,284.86
(6)
--------------------------------------------------------------------------------
2-SW23A
$2,663,955.78
(5)
--------------------------------------------------------------------------------
2-SW23B
$2,663,955.78
(6)
--------------------------------------------------------------------------------
2-SW24A
$2,327,766.95
(5)
--------------------------------------------------------------------------------
2-SW24B
$2,327,766.95
(6)
--------------------------------------------------------------------------------
2-SW25A
$1,060,548.98
(5)
--------------------------------------------------------------------------------
2-SW25B
$1,060,548.98
(6)
--------------------------------------------------------------------------------
2-SW26A
$987,849.53
(5)
--------------------------------------------------------------------------------
2-SW26B
$987,849.53
(6)
--------------------------------------------------------------------------------
2-SW27A
$930,976.20
(5)
--------------------------------------------------------------------------------
2-SW27B
$930,976.20
(6)
--------------------------------------------------------------------------------
2-SW28A
$877,384.60
(5)
--------------------------------------------------------------------------------
2-SW28B
$877,384.60
(6)
--------------------------------------------------------------------------------
2-SW29A
$826,905.85
(5)
--------------------------------------------------------------------------------
2-SW29B
$826,905.85
(6)
--------------------------------------------------------------------------------
2-SW30A
$779,363.46
(5)
--------------------------------------------------------------------------------
2-SW30B
$779,363.46
(6)
--------------------------------------------------------------------------------
2-SW31A
$746,511.02
(5)
--------------------------------------------------------------------------------
2-SW31B
$746,511.02
(6)
--------------------------------------------------------------------------------
2-SW32A
$1,004,503.27
(5)
--------------------------------------------------------------------------------
2-SW32B
$1,004,503.27
(6)
--------------------------------------------------------------------------------
2-SW33A
$908,361.23
(5)
--------------------------------------------------------------------------------
2-SW33B
$908,361.23
(6)
--------------------------------------------------------------------------------
2-SW34A
$442,058.87
(5)
--------------------------------------------------------------------------------
2-SW34B
$442,058.87
(6)
--------------------------------------------------------------------------------
-5-
<PAGE>
--------------------------------------------------------------------------------
2-SW35A
$486,657.57
(5)
--------------------------------------------------------------------------------
2-SW35B
$486,657.57
(6)
--------------------------------------------------------------------------------
2-SW36A
$495,665.84
(5)
--------------------------------------------------------------------------------
2-SW36B
$495,665.84
(6)
--------------------------------------------------------------------------------
2-SW37A
$471,545.88
(5)
--------------------------------------------------------------------------------
2-SW37B
$471,545.88
(6)
--------------------------------------------------------------------------------
2-SW38A
$448,658.65
(5)
--------------------------------------------------------------------------------
2-SW38B
$448,658.65
(6)
--------------------------------------------------------------------------------
2-SW39A
$426,972.14
(5)
--------------------------------------------------------------------------------
2-SW39B
$426,972.14
(6)
--------------------------------------------------------------------------------
2-SW40A
$406,422.82
(5)
--------------------------------------------------------------------------------
2-SW40B
$406,422.82
(6)
--------------------------------------------------------------------------------
2-SW41A
$386,792.37
(5)
--------------------------------------------------------------------------------
2-SW41B
$386,792.37
(6)
--------------------------------------------------------------------------------
2-SW42A
$368,183.66
(5)
--------------------------------------------------------------------------------
2-SW42B
$368,183.66
(6)
--------------------------------------------------------------------------------
2-SW43A
$350,524.07
(5)
--------------------------------------------------------------------------------
2-SW43B
$350,524.07
(6)
--------------------------------------------------------------------------------
2-SW44A
$339,172.60
(5)
--------------------------------------------------------------------------------
2-SW44B
$339,172.60
(6)
--------------------------------------------------------------------------------
2-SW45A
$334,368.72
(5)
--------------------------------------------------------------------------------
2-SW45B
$334,368.72
(6)
--------------------------------------------------------------------------------
2-SW46A
$320,018.10
(5)
--------------------------------------------------------------------------------
2-SW46B
$320,018.10
(6)
--------------------------------------------------------------------------------
2-SW47A
$304,774.57
(5)
--------------------------------------------------------------------------------
2-SW47B
$304,774.57
(6)
--------------------------------------------------------------------------------
2-SW48A
$290,282.53
(5)
--------------------------------------------------------------------------------
2-SW48B
$290,282.53
(6)
--------------------------------------------------------------------------------
2-SW49A
$276,518.53
(5)
--------------------------------------------------------------------------------
2-SW49B
$276,518.53
(6)
--------------------------------------------------------------------------------
2-SW50A
$263,449.55
(5)
--------------------------------------------------------------------------------
2-SW50B
$263,449.55
(6)
--------------------------------------------------------------------------------
2-SW51A
$251,233.40
(5)
--------------------------------------------------------------------------------
2-SW51B
$251,233.40
(6)
--------------------------------------------------------------------------------
2-SW52A
$311,737.37
(5)
--------------------------------------------------------------------------------
2-SW52B
$311,737.37
(6)
--------------------------------------------------------------------------------
2-SW53A
$287,603.54
(5)
--------------------------------------------------------------------------------
2-SW53B
$287,603.54
(6)
--------------------------------------------------------------------------------
2-SW54A
$265,475.36
(5)
--------------------------------------------------------------------------------
2-SW54B
$265,475.36
(6)
--------------------------------------------------------------------------------
2-SW55A
$162,996.73
(5)
--------------------------------------------------------------------------------
2-SW55B
$162,996.73
(6)
--------------------------------------------------------------------------------
2-SW56A
$760,429.80
(5)
--------------------------------------------------------------------------------
2-SW56B
$760,429.80
(6)
--------------------------------------------------------------------------------
SW-R
(7)
(7)
--------------------------------------------------------------------------------
(1) The interest rate on the Class 1-SW1
Interest shall be a per annum rate
equal to the Group I Net WAC.
-6-
<PAGE>
(2) For any Distribution Date, the interest
rate on each SWAP REMIC Regular
Interest beginning with the designation "1"
and ending with the designation "A"
shall be a per annum rate equal to 2 times
the Group I Net WAC, subject to a
maximum rate of 2 times the REMIC Swap Rate
for such Distribution Date.
(3) For any Distribution Date, the interest
rate on each SWAP REMIC Regular
Interest beginning with the designation "1"
and ending with the designation "B"
shall be a per annum rate equal to the
greater of (x) the excess, if any, of (i)
2 times the Group I Net WAC over (ii) 2
times the REMIC Swap Rate for such
Distribution Date and (y) 0.00%.
(4) The interest rate on the Class 2-SW2
Interest shall be a per annum rate
equal to the Group II Net WAC.
(5) For any Distribution Date, the interest
rate on each SWAP REMIC Regular
Interest beginning with the designation "2"
and ending with the designation "A"
shall be a per annum rate equal to 2 times
the Group II Net WAC, subject to a
maximum rate of 2 times the REMIC Swap Rate
for such Distribution Date.
(6) For any Distribution Date, the interest
rate on each SWAP REMIC Regular
Interest beginning with the designation "2"
and ending with the designation "B"
shall be a per annum rate equal to the
greater of (x) the excess, if any, of (i)
2 times the Group II Net WAC over (ii) 2
times the REMIC Swap Rate for such
Distribution Date and (y) 0.00%.
(7) The Class SW-R Interest shall have no
principal amount and shall bear no
interest.
REMIC 1
The following table sets forth the
designations, initial principal balances and
interest rates for each interest in REMIC
1:
Class
Initial Principal Balance
Interest Rate
--------------------------------------------------------------------------------
LT1-AF1
27,375,000.00
(1)
--------------------------------------------------------------------------------
LT1-R$100
25.00
(1)
--------------------------------------------------------------------------------
LT1-AF2
17,599,500.00
(1)
--------------------------------------------------------------------------------
LT1-AF3
1,221,750.00
(1)
--------------------------------------------------------------------------------
LT1-AF4
7,430,250.00
(1)
--------------------------------------------------------------------------------
LT1-AF5
5,958,500.00
(1)
--------------------------------------------------------------------------------
LT1-AV1
30,016,500.00
(1)
--------------------------------------------------------------------------------
LT1-AV2
25,574,250.00
(1)
--------------------------------------------------------------------------------
LT1-AV3
5,000,000.00
(1)
--------------------------------------------------------------------------------
LT1-M1A
2,823,250.00
(1)
--------------------------------------------------------------------------------
LT1-M1B
2,814,250.00
(1)
--------------------------------------------------------------------------------
LT1-M2A
1,377,000.00
(1)
--------------------------------------------------------------------------------
LT1-M2B
1,373,000.00
(1)
--------------------------------------------------------------------------------
LT1-M3A
723,000.00
(1)
--------------------------------------------------------------------------------
LT1-M3B
720,750.00
(1)
--------------------------------------------------------------------------------
LT1-M4A
1,859,250.00
(1)
--------------------------------------------------------------------------------
-7-
<PAGE>
--------------------------------------------------------------------------------
LT1-M4B
1,853,250.00
(1)
--------------------------------------------------------------------------------
LT1-M5A
413,000.00
(1)
--------------------------------------------------------------------------------
LT1-M5B
412,000.00
(1)
--------------------------------------------------------------------------------
LT1-M6A
344,250.00
(1)
--------------------------------------------------------------------------------
LT1-M6B
343,250.00
(1)
--------------------------------------------------------------------------------
LT1-B1
687,500.00
(1)
--------------------------------------------------------------------------------
LT1-B2
687,500.00
(1)
--------------------------------------------------------------------------------
LT1-B3
893,750.00
(1)
--------------------------------------------------------------------------------
LT1-IX
137,501,103.64
(1)
--------------------------------------------------------------------------------
LT1-II1A
17,179.9906
(1)
--------------------------------------------------------------------------------
LT1-II1B
136,350.0406
(2)
--------------------------------------------------------------------------------
LT1-II2A
17,470.3380
(1)
--------------------------------------------------------------------------------
LT1-II2B
138,651.8380
(3)
--------------------------------------------------------------------------------
LT1-IIX
274,692,226.4327
(1)
--------------------------------------------------------------------------------
LT1-IO
(4)
(4)
--------------------------------------------------------------------------------
LT1-R
(5)
(5)
--------------------------------------------------------------------------------
(1) For each Distribution Date, the
interest rate for each of the REMIC 1
Interests (other than the Class LT1-II1B,
the Class LT1-II2B, the Class LT1-IO
and the Class LT1-R Interests) shall be a
per annum rate (but not less than
zero) equal to the product of (i) the
weighted average of the interest rates on
the SWAP REMIC Regular Interests for such
Distribution Date and (ii) a fraction
the numerator of which is 30 and the
denominator of which is the actual number
of days in the Accrual Period for the LIBOR
Certificates, provided however, that
for any Distribution Date on which the
Class LT1-IO Interest is entitled to a
portion of interest accruals on a SWAP
REMIC Regular Interest ending with a
designation "A" as described in footnote 4
below, such weighted average shall be
computed by first subjecting the rate on
such SWAP REMIC Regular Interest to a
cap equal to Swap LIBOR for such
Distribution Date.
(2) For each Distribution Date, the
interest rate for the Class LT1-II1B
Interest shall be a per annum rate equal to
the product of (i) the weighted
average of the interest rates on the SWAP
REMIC Regular Interests beginning with
the designation "1" for such Distribution
Date and (ii) a fraction the numerator
of which is 30 and the denominator of which
is the actual number of days in the
Accrual Period for the LIBOR Certificates,
provided, however, that for any
Distribution Date on which the Class LT1-IO
Interest is entitled to a portion of
interest accruals on a SWAP REMIC Regular
Interest ending with a designation "A"
as described in footnote 4 below, such
weighted average shall be computed by
first subjecting the rate on such SWAP
REMIC Regular Interest to a cap equal to
Swap LIBOR for such Distribution Date.
(3) For each Distribution Date, the
interest rate for the Class LT1-II2B
Interest shall be a per annum rate equal to
the product of (i) the weighted
average of the interest rates on the SWAP
REMIC Regular Interests beginning with
the designation "2" for such Distribution
Date and (ii) a fraction the numerator
of which is 30 and the denominator of which
is the actual number of days in the
Accrual Period for the LIBOR Certificates,
provided, however, that for any
Distribution Date on which the Class LT1-IO
Interest is entitled to a portion of
interest accruals on a SWAP REMIC Regular
Interest ending with a designation "A"
as described in footnote 4 below, such
weighted average shall be computed by
first subjecting the rate on such SWAP
REMIC Regular Interest to a cap equal to
Swap LIBOR for such Distribution Date.
(4) The Class LT1-IO Interest is an
interest-only class that does not have a
principal balance. For only those
Distribution Dates listed in the first column
of the table below, the Class LT1-IO shall
be entitled to interest accrued on
the SWAP REMIC Regular Interest listed in
the second column below at a per annum
-8-
<PAGE>
rate equal to the excess, if any, of (i)
the interest rate for such SWAP REMIC
Regular Interest for such Distribution Date
over (ii) Swap LIBOR for such
Distribution Date.
Distribution Date
SWAP REMIC Regular Interest
1
Class 1-SW1A
Class 2-SW1A
1-2
Class 1-SW2A
Class 2-SW2A
1-3
Class 1-SW3A
Class 2-SW3A
1-4
Class 1-SW4A
Class 2-SW4A
1-5
Class 1-SW5A
Class 2-SW5A
1-6
Class 1-SW6A
Class 2-SW6A
1-7
Class 1-SW7A
Class 2-SW7A
1-8
Class 1-SW8A
Class 2-SW8A
1-9
Class 1-SW9A
Class 2-SW9A
1-10
Class 1-SW10A
Class 2-SW10A
1-11
Class 1-SW11A
Class 2-SW11A
1-12
Class 1-SW12A
Class 2-SW12A
1-13
Class 1-SW13A
Class 2-SW13A
1-14
Class 1-SW14A
Class 2-SW14A
1-15
Class 1-SW15A
Class 2-SW15A
1-16
Class 1-SW16A
Class 2-SW16A
1-17
Class 1-SW17A
Class 2-SW17A
1-18
Class 1-SW18A
Class 2-SW18A
1-19
Class
1-SW19A
Class 2-SW19A
1-20
Class 1-SW20A
Class 2-SW20A
1-21
Class 1-SW21A
Class 2-SW21A
1-22
Class 1-SW22A
Class 2-SW22A
1-23
Class 1-SW23A
Class 2-SW23A
-9-
<PAGE>
1-24
Class 1-SW24A
Class 2-SW24A
1-25
Class 1-SW25A
Class 2-SW25A
1-26
Class 1-SW26A
Class 2-SW26A
1-27
Class 1-SW27A
Class 2-SW27A
1-28
Class 1-SW28A
Class 2-SW28A
1-29
Class 1-SW29A
Class 2-SW29A
1-30
Class 1-SW30A
Class 2-SW30A
1-31
Class 1-SW31A
Class 2-SW31A
1-32
Class 1-SW32A
Class 2-SW32A
1-33
Class 1-SW33A
Class 2-SW33A
1-34
Class 1-SW34A
Class 2-SW34A
1-39
Class 1-SW35A
Class 2-SW35A
1-40
Class 1-SW36A
Class 2-SW36A
1-41
Class 1-SW37A
Class 2-SW37A
1-42
Class 1-SW38A
Class 2-SW38A
1-43
Class 1-SW39A
Class 2-SW39A
1-44
Class 1-SW40A
Class 2-SW40A
1-45
Class 1-SW41A
Class 2-SW41A
1-46
Class 1-SW42A
Class 2-SW42A
1-47
Class 1-SW43A
Class 2-SW43A
1-48
Class 1-SW44A
Class 2-SW44A
1-49
Class 1-SW45A
Class 2-SW45A
1-50
Class 1-SW46A
Class 2-SW46A
1-51
Class 1-SW47A
Class 2-SW47A
1-52
Class 1-SW48A
Class 2-SW48A
-10-
<PAGE>
1-53
Class 1-SW49A
Class 2-SW49A
1-54
Class 1-SW50A
Class 2-SW50A
1-55
Class 1-SW51A
Class 2-SW51A
1-56
Class 1-SW52A
Class 2-SW52A
1-57
Class 1-SW53A
Class 2-SW53A
1-58
Class 1-SW54A
Class
2-SW54A
1-59
Class 1-SW55A
Class 2-SW55A
1-60
Class 1-SW56A
Class
2-SW56A
(5) The Class LT1-R Interest shall have no
principal amount and shall bear no
interest.
REMIC 2
The following table sets forth the
designation, the initial principal balances
and the interest rates in each of the
interests in REMIC 2.
Class
Initial Principal Balance
Interest Rate
LT2-AF1
109,500,000.00
(1)
LT2-AF2
70,398,000.00
(1)
LT2-AF3
4,887,000.00
(1)
LT2-AF4
29,721,000.00
(1)
LT2-AF5
23,834,000.00
(1)
LT2-AV1
120,066,000.00
(1)
LT2-AV2
102,297,000.00
(1)
LT2-AV3
20,000,000.00
(1)
LT2-M1A
11,293,000.00
(1)
LT2-M1B
11,257,000.00
(1)
LT2-M2A
5,508,000.00
(1)
LT2-M2B
5,492,000.00
(1)
LT2-M3A
2,892,000.00
(1)
LT2-M3B
2,883,000.00
(1)
LT2-M4A
7,437,000.00
(1)
LT2-M4B
7,413,000.00
(1)
LT2-M5A
1,652,000.00
(1)
LT2-M5B
1,648,000.00
(1)
LT2-M6A
1,377,000.00
(1)
LT2-M6B
1,373,000.00
(1)
LT2-B1
2,750,000.00
(1)
LT2-B2
2,750,000.00
(1)
LT2-B3
3,575,000.00
(1)
REMIC 2 X Interest
(2)
(2)
LT2-IO
(3)
(3)
LT2-R
100.00
(4)
-11-
<PAGE>
(1) The interest rates on each of these
REMIC 2 Regular Interests shall be an
annual rate equal to the Pass-Through Rate
for the corresponding Class of
Certificates, provided that in lieu of the
applicable Available Funds Caps set
forth in the definition of an applicable
Pass-Through Rate, the applicable REMIC
2 Net WAC Cap shall be used.
(2) The REMIC 2 X Interest shall have an
initial principal balance equal to
$657.28. The REMIC 2 X Interest shall
accrue interest on a notional balance set
forth in the definition of REMIC 2 X
Interest at a rate equal to the REMIC 2 X
Interest Rate.
(3) The Class LT2-IO Interest shall have no
principal amount and will not have
an interest rate, but will be entitled to
100% of the interest accrued with
respect to the Class LT1-IO Interest.
(4) The Class LT2-R Interest shall bear no
interest.
The Certificates
The following table sets forth the Class
designation, Certificate Interest Rate,
and initial Class Principal Amount for each
Class of Certificates comprising
interests in the Trust Fund.
Class
Initial Principal Balance
Interest Rate
AF-1
109,500,000.00
(1)
AF-2
70,398,000.00
(1)
AF-3
4,887,000.00
(1)
AF-4
29,721,000.00
(1)
AF-5
23,834,000.00
(1)
AV-1
120,066,000.00
(1)
AV-2
102,297,000.00
(1)
AV-3
20,000,000.00
(1)
M-1A
11,293,000.00
(1)
M-1B
11,257,000.00
(1)
M-2A
5,508,000.00
(1)
M-2B
5,492,000.00
(1)
M-3A
2,892,000.00
(1)
M-3B
2,883,000.00
(1)
M-4A
7,437,000.00
(1)
M-4B
7,413,000.00
(1)
M-5A
1,652,000.00
(1)
M-5B
1,648,000.00
(1)
M-6A
1,377,000.00
(1)
M-6B
1,373,000.00
(1)
B-1
2,750,000.00
(1)
B-2
2,750,000.00
(1)
B-3
3,575,000.00
(1)
X
(2)
(2)
ES
(3)
(3)
R
(4)
(4)
-12-
<PAGE>
(1) Each of these Classes of Certificates
shall bear interest at a per annum
rate equal to the Pass-Through Rate for
such Certificates set forth in the
definitions herein.
(2) For federal income tax purposes, the
Class X Certificate shall represent (i)
the right to receive all distributions with
respect to the REMIC 2 Regular
Interests represented by the REMIC 2 X
Interest and the Class LT2-IO Interest,
(ii) the right to amounts distributable
pursuant to Section 5.05(i) and (iii)
certain rights and obligations with respect
to notional principal contracts as
described in Section 2.07.
(3) The Class ES Certificates shall be
entitled to the amounts set forth herein
and shall not represent a REMIC regular
interest.
(4) The Class R Interest represents
ownership of the Class PF-R Interest, the
Class SW-R Interest, the Class LT1-R
Interest and the Class LT2-R Interest.
In
consideration of the mutual agreements herein contained, the
Depositor,
the Servicing Administrator, the Servicer,
the Securities Administrator, the
Backup Servicer and the Trustee hereby
agree as follows:
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 Administration Practices: With respect to any
Mortgage
Loan, as applicable, either (x) those
customary mortgage master servicing
practices of prudent mortgage servicing
institutions that master service
mortgage loans of the same type and quality
as such Mortgage Loan in the
jurisdiction where the related Mortgaged
Property (or Underlying Mortgaged
Property in the case of a Co-op Loan) is
located, to the extent applicable to
the Servicing Administrator (except in its
capacity as successor to the
Servicer), or (y) as provided in Section
5.01 hereof, but in no event below the
standard set forth in clause (x).
Accepted
Servicing Practices: With respect to any Mortgage Loan, the
customary mortgage servicing practices of
prudent mortgage lending institutions
which service for their own account
mortgage loans of the same type as such
Mortgage Loan in the jurisdiction in which
the related Mortgaged Property is
located.
Accrual
Period: With respect to the LIBOR Certificates, the REMIC 1
Regular Interests and the REMIC 2 Regular
Interests (other than the REMIC 2
Regular Interests related to the Fixed Rate
Certificates) and any Distribution
Date, the period commencing on the
immediately preceding Distribution Date (or,
in the case of the first Distribution Date,
the Closing Date) and ending on the
day immediately preceding such Distribution
Date and with respect to the Fixed
Rate Certificates and the REMIC 2 Regular
Interests related to the Fixed Rate
Certificates, the SWAP REMIC Regular
Interests and the Pre-Funding REMIC Regular
Interests, the calendar month immediately
preceding the month in which such
Distribution Date occurs. All calculations
of interest on the LIBOR
Certificates, the REMIC 1 Regular Interests
and the REMIC 2 Regular Interests
(other than the REMIC 2 Regular Interests
related to the Fixed Rate
Certificates) will be made on the basis of
the actual number of days elapsed in
the related Accrual Period and a 360 day
year and all calculations of interest
on the Fixed Rate Certificates and the
REMIC 2 Regular Interests related to the
Fixed Rate Certificates, the SWAP REMIC
Regular
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<PAGE>
Interests and the Pre-Funding REMIC Regular
Interests will be made on the basis
of a 360 day year consisting of twelve 30
day months.
Addition
Notice: With respect to the transfer of Subsequent Mortgage
Loans
to the Trust Fund pursuant to Section 2.11,
a notice of the Seller's designation
of the Subsequent Mortgage Loans to be sold
to the Trust Fund, the proposed
Mortgage Group to which such Mortgage Loans
are to be added, the proposed
Subsequent Cut-off Date, the proposed
Subsequent Transfer Date and the aggregate
Stated Principal Balance of such Subsequent
Mortgage Loans as of the Subsequent
Cut-off Date. The Addition Notice shall be
given to the Servicer, the Trustee,
the Custodian, the Certificate Insurer and
the Securities Administrator not
later than three Business Days prior to the
related Subsequent Transfer Date and
shall be substantially in the form of
Exhibit N.
Administration Fee: The sum of the Aggregate Servicing Fee, the
Securities
Administrator Fee and the Credit Risk
Manager Fee.
Advance:
The aggregate of the advances required to be made by the
Servicer
with respect to any Distribution Date
pursuant to Section 5.01.
Advance
Facility: A financing or other facility as described in Section
5.02(a).
Advance
Facility Notice: As defined in Section 5.02(b) hereof.
Advance
Financing Person: As defined in Section 5.02(a) hereof.
Advance
Reimbursement Amounts: As defined in Section 5.02(b) hereof.
Affiliate:
With respect to any specified Person, any other Person
controlling, controlled by or under common
control with such Person. For the
purposes of this definition, "control"
means the power to direct the management
and policies of a Person, directly or
indirectly, whether through ownership of
voting securities, by contract or
otherwise; and the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
Aggregate
Certificate Principal Balance: For any date of determination,
the sum of the Class A Certificate
Principal Balance, the Class R Certificate
Principal Balance, the Class M-1
Certificate Principal Balance, the Class M-2
Certificate Principal Balance, the Class
M-3 Certificate Principal Balance, the
Class M-4 Certificate Principal Balance,
the Class M-5 Certificate Principal
Balance, the Class M-6 Certificate
Principal Balance, the Class B-1 Certificate
Principal Balance, the Class B-2
Certificate Principal Balance and the Class B-3
Certificate Principal Balance, in each case
as of such date of determination.
Aggregate
Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount equal to one month's
interest at the Servicing Fee Rate on the
Stated Principal Balance of such Mortgage
Loan as of the immediately preceding
Distribution Date or, in the event of any
payment of interest that accompanies a
Principal Prepayment in full made by the
Mortgagor, interest at the Servicing
Fee Rate on the Stated Principal Balance of
such Mortgage Loan as of the
immediately preceding Distribution Date for
the period covered by such payment
of interest (in each case payable from
interest collections on such Mortgage
Loan).
Agreement:
This Pooling and Servicing Agreement and any and all amendments
or supplements hereto made in accordance
with the terms herein.
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<PAGE>
Amounts
For Future Distribution: As to any Distribution Date, the
aggregate amount held in the related
Collection Account (with respect to the
Servicer) or the Servicing Administrator
Collection Account (with respect to the
Servicing Administrator) at the close of
business on the immediately preceding
Determination Date on account of (i) all
Scheduled Payments or portions thereof
received in respect of the Mortgage Loans
due after the related Due Period and
(ii) Principal Prepayments and Liquidation
Proceeds received in respect of the
Mortgage Loans after the last day of the
related Prepayment Period.
Applied
Realized Loss Amount: With respect to any Distribution Date,
the
amount, if any, by which, the Aggregate
Certificate Principal Balance after
distributions of principal on such
Distribution Date exceeds the sum of the (x)
aggregate Stated Principal Balance of the
Mortgage Loans as of such Distribution
Date and (y) the amount on deposit in the
Pre-Funding Account as of such
Distribution Date (disregarding income or
loss on investments of amount on
deposit in the Pre-Funding Account).
Assignment
of Mortgage: An assignment of the Mortgage, notice of transfer
(or UCC-3 assignment (or equivalent
instrument) with respect to each Co-op Loan)
or equivalent instrument, in recordable
form (except in the case of a Co-op
Loan), sufficient under the laws of the
jurisdiction where the related Mortgaged
Property (or Underlying Mortgaged Property,
in the case of a Co-op Loan) is
located to reflect of record the sale and
assignment of the Mortgage Loan to the
Trustee, which assignment, notice of
transfer or equivalent instrument may, if
permitted by law, be in the form of one or
more blanket assignments covering
Mortgages secured by Mortgaged Properties
located in the same county.
Authenticating Agent: As defined in Section 6.10 hereof.
Available
Funds Cap: Any of the Group I Available Funds Cap, the Group I
Net WAC Cap, the Group II Available Funds
Cap or the Subordinated Available
Funds Cap, as applicable.
Backup
Servicer: JPMorgan, or its permitted successor in interest or
assignee or any successor Backup Servicer
appointed pursuant to the provisions
hereof.
Balloon
Loan: A Mortgage Loan having an original term to stated
maturity
of generally up 15 years which provides for
level monthly payments of principal
and interest generally based on a 30 year
amortization schedule, with a balloon
payment of the remaining outstanding
principal balance due on such Mortgage Loan
at its stated maturity.
Book-Entry
Certificates: Any of the Certificates that shall be registered
in the name of the Depository or its
nominee, the ownership of which is
reflected on the books of the Depository or
on the books of a Person maintaining
an account with the Depository (directly,
as a "Depository Participant," or
indirectly, as an indirect participant in
accordance with the rules of the
Depository and as described in Section
6.06). As of the Closing Date, each of
the Class A, Class M and Class B
Certificates constitutes a Class of Book-Entry
Certificates.
Business
Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
day
on which banking institutions in the City
of New York, New York, or the city in
which the Corporate Trust Office of the
Trustee, the Securities Administrator or
the Certificate Insurer is located, or
financial and savings and loan
institutions in the States of California,
Texas, Minnesota, Illinois or Colorado
are authorized or obligated by law or
executive order to be closed.
Capitalized Interest Account: The account defined in Section 5.10
herein.
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<PAGE>
Capitalized Interest Amount: The amount paid by the Seller to
the
Securities Administrator for deposit into
the Capitalized Interest Account on
the Closing Date pursuant to Section 5.10,
which amount is $293,247.
Certificate: Any one of the certificates of any Class executed by
the
Securities Administrator and authenticated
by the Authenticating Agent in
substantially the forms attached hereto as
Exhibits A.
Certificate Account: The separate Eligible Account created and
maintained
by the Securities Administrator pursuant to
Section 3.05(f) in the name of the
Trustee for the benefit of the
Certificateholders and designated "JPMorgan Chase
Bank, N.A., as securities administrator for
U.S. Bank National Association, as
trustee, in trust for registered holders of
Terwin Mortgage Trust, Asset-Backed
Certificates, Series TMTS 2005-16HE." Funds
in the Certificate Account shall be
held in trust for the Certificateholders
for the uses and purposes set forth in
this Agreement.
Certificate Group: Either of Certificate Group I or Certificate
Group II.
Certificate Group I: The Group I Senior Certificates and Class
R
Certificates. For purposes of Section 2.07
hereof, Certificate Group I shall be
related to Group I.
Certificate Group II: The Group II Senior Certificates. For
purposes of
Section 2.07 hereof, Certificate Group II
shall be related to Group II.
Certificate Insurance Policy: The irrevocable Certificate
Guaranty
Insurance Policy, No. 51683-N, including
any endorsements thereto, issued by the
Certificate Insurer with respect to the
Class AF-2, Class AF-4 and Class AF-5
Certificates.
Certificate Insurer: Financial Security Assurance Inc., a New
York
financial guaranty insurance company, or
any successor thereto.
Certificate Insurer Account: The account established pursuant to
Section
5.07(g) hereof.
Certificate Insurer Contact Persons: Collectively, the officers
designated
by each Servicer to provide information to
the Certificate Insurer pursuant to
Section 5.07(m).
Certificate Insurer Default: A default by the Certificate Insurer
in its
obligations under the Certificate Insurance
Policy.
Certificate Insurer Premium: With respect to any Distribution Date,
an
amount equal to 1/12th of the product of
(a) the aggregate Certificate Principal
Balance of the Class AF-2, Class AF-4 and
Class AF-5 Certificates as of such
Distribution Date (prior to giving effect
to any distributions thereon on such
Distribution Date) and (b) the Certificate
Insurer Premium Rate.
Certificate Insurer Premium Rate: The per annum rate at which
the
Certificate Insurer Premium is determined,
as described in the commitment letter
dated as of October 17, 2005, between the
Depositor, the Seller and the
Certificate Insurer.
Certificate Insurer Reimbursement
Amount: The sum of (i) all amounts paid
by the Certificate Insurer under the
Certificate Insurance Policy which have not
been previously reimbursed, (ii) all unpaid
Certificate Insurer Premiums, (iii)
all costs and expenses incurred by the
Certificate Insurer on behalf of itself
or the Class AF-2, Class AF-4 and Class
AF-5 Certificates in connection with any
actions, suits or proceedings with respect
to the exercise or enforcement of any
rights under the Certificate Insurance
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<PAGE>
Policy or this Agreement and (iv) interest
on the foregoing at the respective
Pass-Through Rate on each of the Class
AF-2, Class AF-4 and Class AF-5
Certificates.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person
that is the beneficial owner of such
Book-Entry Certificate.
Certificate Principal Balance: As to any Certificate (other than a
Class X
or Class ES Certificate) and as of any
Distribution Date, the Initial
Certificate Principal Balance of such
Certificate less the sum of (1) all
amounts distributed with respect to such
Certificate in reduction of the
Certificate Principal Balance thereof on
previous Distribution Dates pursuant to
Section 5.05, and (2) any Applied Realized
Loss Amounts allocated to such
Certificate on previous Distribution Dates
pursuant to Section 5.05(j).
Notwithstanding the foregoing on any
Distribution Date relating to a Due Period
in which a Subsequent Recovery has been
received by the Servicer, the
Certificate Principal Balance of any Class
of Certificates then outstanding for
which any Applied Realized Loss Amount has
been allocated will be increased, in
order of seniority, by an amount equal to
the lesser of (i) the Unpaid Realized
Loss Amount for such Class of Certificates
and (ii) the total of any Subsequent
Recovery in respect of principal
distributed on such date to the
Certificateholders (reduced by the amount
of the increase in the Certificate
Principal Balance of any more senior Class
of Certificates pursuant to this
sentence on such Distribution Date). Solely
for the purposes of determining the
Certificate Insurer's rights as subrogee
for payments pursuant to Section 5.05,
"Certificate Principal Balance" of the
Class AF-2, Class AF-4 and Class AF-5
Certificates shall not be reduced by the
amount of any payments made by the
Certificate Insurer in respect of principal
on such Certificates under the
Certificate Insurance Policy, except to the
extent such payment shall have been
reimbursed to the Certificate Insurer
pursuant to the provisions of this
Agreement. Instead, the Certificate Insurer
shall be subrogated to such amounts
paid under the Certificate Insurance
Policy.
Certificate Register: The register maintained pursuant to Section
6.02
hereof.
Certificate Registrar: The Certificate Registrar appointed pursuant
to
Section 6.02 hereof.
Certificateholder or Holder: The Person in whose name a Certificate
is
registered in the Certificate Register
(initially, Cede & Co., as nominee for
the Depository, in the case of the
Book-Entry Certificates) in the case of any
Class of Certificates, and, with respect to
the Class AF-2, Class AF-4 and Class
AF-5 Certificates, the Certificate Insurer
(except with respect to distributions
pursuant to Section 5.05, the Certificate
Insurer shall only be a
Certificateholder with respect to the Class
AF-2, Class AF-4 and Class AF-5
Certificates to the extent of any amount
paid under the Certificate Insurance
Policy), except that solely for the purpose
of giving any consent pursuant to
this Agreement, any Certificate registered
in the name of the Depositor or any
Affiliate of the Depositor shall be deemed
not to be Outstanding and the
Percentage Interest evidenced thereby shall
not be taken into account in
determining whether the requisite amount of
Percentage Interests necessary to
effect such consent has been obtained;
provided, however, that if any such
Person (including the Depositor) owns 100%
of the Percentage Interests evidenced
by a Class of Certificates, such
Certificates shall be deemed to be Outstanding
for purposes of any provision hereof that
requires the consent of the Holders of
Certificates of a particular Class as a
condition to the taking of any action
hereunder. The Securities Administrator,
the Trustee and the Certificate
Registrar are 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
Section 6.01 hereof.
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<PAGE>
Class A
Certificate Principal Balance: For any date of determination,
the
sum of the Class AF-1 Certificate Principal
Balance, the Class AF-2 Certificate
Principal Balance, the Class AF-3
Certificate Principal Balance, the Class AF-4
Certificate Principal Balance, the Class
AF-5 Certificate Principal Balance, the
Class AV-1 Certificate Principal Balance,
the Class AV-2 Certificate Principal
Balance and the Class AV-3 Certificate
Principal Balance.
Class A
Certificates: Any of the Class AF-1 Certificates, the Class
AF-2
Certificates, the Class AF-3 Certificates,
the Class AF-4 Certificates, the
Class AF-5 Certificates, the Class AV-1
Certificates, the Class AV-2
Certificates and the Class AV-3
Certificates.
Class A
Principal Distribution Amount: With respect to any Distribution
Date (1) prior to the Stepdown Date or any
Distribution Date on which a Trigger
Event exists, 100% of the Principal
Distribution Amount for such Distribution
Date and (2) on or after the Stepdown Date
where a Trigger Event does not exist,
the excess of (A) the Class A Certificate
Principal Balance and the Class R
Certificate Principal Balance immediately
prior to such Distribution Date over
(B) the lesser of (i) 73.20% of the Stated
Principal Balance of the Mortgage
Loans as of the end of the immediately
preceding Due Period and (ii) the excess
of the Stated Principal Balance of the
Mortgage Loans as of the end of the
immediately preceding Due Period over the
Minimum Required Overcollateralization
Amount; provided, however, that in no event
will the Class A Principal
Distribution Amount with respect to any
Distribution Date exceed the aggregate
Certificate Principal Balance of the Class
A and Class R Certificates.
Class AF-1
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AF-1 Certificates.
Class AF-1
Certificates: Any Certificate designated as a "Class AF-1
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class AF-1
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AF-1 Pass-Through Rate on
the Class AF-1 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AF-1 Certificates.
Class AF-1
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AF-1
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AF-1 Certificates with respect to Class
AF-1 Current Interest and Class AF-1
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class AF-1
Pass-Through Rate for the related Accrual
Period.
Class AF-1
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.150% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.300% per annum.
Class AF-1
Pass-Through Rate: For the first Distribution Date, 4.14688%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class AF-1 Margin, (2) the
Group I Available Funds Cap for such
Distribution Date and (3) the Group I
Maximum Rate Cap for such Distribution
Date.
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<PAGE>
Class AF-2
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AF-2 Certificates.
Class AF-2
Certificates: Any Certificate designated as a "Class AF-2
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class AF-2
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AF-2 Pass-Through Rate on
the Class AF-2 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AF-2 Certificates.
Class AF-2
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AF-2
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AF-2 Certificates with respect to Class
AF-2 Current Interest and Class AF-2
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class AF-2
Pass-Through Rate for the related Accrual
Period.
Class AF-2
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class AF-2 Certificates, the
least of (1) 4.761% per annum, (2) the
Group I Net WAC Cap for such Distribution
Date and (3) the Group I Maximum Rate Cap
for such Distribution Date and, as of
any Distribution Date after the Optional
Termination Date, the least of (1)
5.261% per annum, (2) the Group I Net WAC
Cap for such Distribution Date and (3)
the Group I Maximum Rate Cap for such
Distribution Date.
Class AF-3
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AF-3 Certificates.
Class AF-3
Certificates: Any Certificate designated as a "Class AF-3
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class AF-3
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AF-3 Pass-Through Rate on
the Class AF-3 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AF-3 Certificates.
Class AF-3
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AF-3
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AF-3 Certificates with respect to Class
AF-3 Current Interest and Class AF-3
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class AF-3
Pass-Through Rate for the related Accrual
Period.
Class AF-3
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class AF-3 Certificates, the
least of (1) 5.300% per annum, (2) the
Group I Net
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<PAGE>
WAC Cap for such Distribution Date and (3)
the Group I Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 5.800%
per annum, (2) the Group I Net WAC Cap
for such Distribution Date and (3) the
Group I Maximum Rate Cap for such
Distribution Date.
Class AF-4
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AF-4 Certificates.
Class AF-4
Certificates: Any Certificate designated as a "Class AF-4
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class AF-4
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AF-4 Pass-Through Rate on
the Class AF-4 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AF-4 Certificates.
Class AF-4
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AF-4
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AF-4 Certificates with respect to Class
AF-4 Current Interest and Class AF-4
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class AF-4
Pass-Through Rate for the related Accrual
Period.
Class AF-4
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class AF-4 Certificates, the
least of (1) 5.470% per annum, (2) the
Group I Net WAC Cap for such Distribution
Date and (3) the Group I Maximum Rate Cap
for such Distribution Date and, as of
any Distribution Date after the Optional
Termination Date, the least of (1)
5.970% per annum, (2) the Group I Net WAC
Cap for such Distribution Date and (3)
the Group I Maximum Rate Cap for such
Distribution Date.
Class AF-5
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AF-5 Certificates.
Class AF-5
Certificates: Any Certificate designated as a "Class AF-5
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class AF-5
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AF-5 Pass-Through Rate on
the Class AF-5 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AF-5 Certificates.
Class AF-5 Interest Carry
Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AF-5
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AF-5 Certificates with respect to Class
AF-5 Current Interest and Class AF-5
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such
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<PAGE>
excess (to the extent permitted by
applicable law) at the Class AF-5
Pass-Through Rate for the related Accrual
Period.
Class AF-5
Lockout Distribution Amount: For any Distribution Date, an
amount equal to the product of (x) the
Class AF-5 Lockout Distribution
Percentage for such Distribution Date and
(y) the Class AF-5 Pro Rata
Distribution Amount for such Distribution
Date. In no event shall the Class AF-5
Lockout Distribution Amount for a
Distribution Date exceed the Principal
Distribution Amount for such Distribution
Date or the Certificate Principal
Balance of the Class AF-5 Certificates
immediately prior to such Distribution
Date.
Class AF-5
Lockout Distribution Percentage: For any Distribution Date, the
applicable percentage for such Distribution
Date set forth in the following
table:
Distribution Date
Occurring In
Lockout Percentage
------------------------------
------------------
November 2005 - October 2008
0%
November 2008 - October 2010
45%
November 2010 - October 2011
80%
November 2011 - October 2012
100%
November 2012 and thereafter
300%
Class AF-5
Pro Rata Distribution Amount: For any Distribution Date, an
amount equal to the product of (x) a
fraction expressed as a percentage, the
numerator of which is the Certificate
Principal Balance of the Class AF-5
Certificates immediately prior to such
Distribution Date and the denominator of
which is the aggregate Certificate
Principal Balance of the Group I Senior
Certificates immediately prior to such
Distribution Date and (y) the Principal
Distribution Amount for such Distribution
Date.
Class AF-5
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class AF-5 Certificates, the
least of (1) 5.033% per annum, (2) the
Group I Net WAC Cap for such Distribution
Date and (3) the Group I Maximum Rate Cap
for such Distribution Date and, as of
any Distribution Date after the Optional
Termination Date, the least of (1)
5.533% per annum, (2) the Group I Net WAC
Cap for such Distribution Date and (3)
the Group I Maximum Rate Cap for such
Distribution Date.
Class AV-1
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AV-1 Certificates.
Class AV-1
Certificates: Any Certificate designated as a "Class AV-1
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class AV-1
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AV-1 Pass-Through Rate on
the Class AV-1 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AV-1 Certificates.
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Class AV-1
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AV-1
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AV-1 Certificates with respect to Class
AV-1 Current Interest and Class AV-1
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class AV-1
Pass-Through Rate for the related Accrual
Period.
Class AV-1 Margin: As
of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.140% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.280% per annum.
Class AV-1
Pass-Through Rate: For the first Distribution Date, 4.13688%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class AV-1 Margin, (2) the
Group II Available Funds Cap for such
Distribution Date and (3) the Group II
Maximum Rate Cap for such Distribution
Date.
Class AV-2
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AV-2 Certificates.
Class AV-2
Certificates: Any Certificate designated as a "Class AV-2
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class AV-2
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AV-2 Pass-Through Rate on
the Class AV-2 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AV-2 Certificates.
Class AV-2
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AV-2
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AV-2 Certificates with respect to Class
AV-2 Current Interest and Class AV-2
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class AV-2
Pass-Through Rate for the related Accrual
Period.
Class AV-2
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.290% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.580% per annum.
Class AV-2
Pass-Through Rate: For the first Distribution Date, 4.28688%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class AV-2 Margin, (2) the
Group II Available Funds Cap for such
Distribution Date and (3) the Group II
Maximum Rate Cap for such Distribution
Date.
Class AV-3
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AV-3 Certificates.
Class AV-3
Certificates: Any Certificate designated as a "Class AV-3
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
-22-
<PAGE>
Class AV-3
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AV-3 Pass-Through Rate on
the Class AV-3 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AV-3 Certificates.
Class AV-3
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AV-3
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AV-3 Certificates with respect to Class
AV-3 Current Interest and Class AV-3
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class AV-3
Pass-Through Rate for the related Accrual
Period.
Class AV-3
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.400% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.800% per annum.
Class AV-3
Pass-Through Rate: For the first Distribution Date, 4.39688%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class AV-3 Margin, (2) the
Group II Available Funds Cap for such
Distribution Date and (3) the Group II
Maximum Rate Cap for such Distribution
Date.
Class B
Certificates: The Class B-1 Certificates, Class B-2
Certificates
and Class B-3 Certificates.
Class B-1
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-1 Certificates.
Class B-1
Certificate: Any Certificate designated as a "Class B-1
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-1
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class B-1 Certificates.
Class B-1
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class B-1 Pass-Through Rate on
the Class B-1 Certificate Principal Balance
as of such the first day of such
Accrual Period (after giving effect to all
distributions of principal made or
deemed to be made as of such first day)
plus the Current Interest and Interest
Carry Forward Amount portions of any
previous distributions on such Class that
are recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class B-1 Certificates.
Class B-1 Interest
Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-1
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
B-1 Certificates with respect to Class B-1
Current Interest and Class B-1
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class B-1
Pass-Through Rate for the related Accrual
Period.
-23-
<PAGE>
Class B-1
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class B-1 Certificates, the
least of (1) 6.500% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 7.000%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class B-1
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance and
the Class M Certificate Principal
Balance have been reduced to zero and a
Trigger Event exists, or as long as a
Trigger Event does not exist, the excess of
(1) the sum of (A) the Class A
Certificate Principal Balance and Class R
Certificate Principal Balance (after
taking into account distributions of the
Class A Principal Distribution Amount
on such Distribution Date), (B) the Class M
Certificate Principal Balance (after
taking into account distributions of the
Class M Principal Distribution Amount
on such Distribution Date) and (C) the
Class B-1 Certificate Principal Balance
immediately prior to such Distribution Date
over (2) the lesser of (A) 96.10% of
the Stated Principal Balance of the
Mortgage Loans as of the end of the
immediately preceding Due Period and (B)
the excess of the Stated Principal
Balance of the Mortgage Loans as of the end
of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A, Class R and Class M
Certificates has been reduced to zero, the
Class B-1 Principal Distribution
Amount will equal the lesser of (x) the
outstanding Class B-1 Certificate
Principal Balance and (y) 100% of the
Principal Distribution Amount remaining
after any distributions on such Class A,
Class R and Class M Certificates and
(II) in no event will the Class B-1
Principal Distribution Amount with respect
to any Distribution Date exceed the Class
B-1 Certificate Principal Balance.
Class B-1
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-1 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-1 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class B-1
Certificates pursuant to the definition of
"Certificate Principal Balance."
Class B-2
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-2 Certificates.
Class B-2
Certificate: Any Certificate designated as a "Class B-2
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-2
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class B-2 Certificates.
Class B-2
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class B-2 Pass-Through Rate on
the Class B-2 Certificate Principal Balance
as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class B-2 Certificates.
-24-
<PAGE>
Class B-2
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-2
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
B-2 Certificates with respect to Class B-2
Current Interest and Class B-2
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class B-2
Pass-Through Rate for the related Accrual
Period.
Class B-2
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class B-2 Certificates, the
least of (1) 6.500% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 7.000%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class B-2
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance, the
Class M Certificate Principal Balance
and the Class B-1 Certificate Principal
Balance have been reduced to zero and a
Trigger Event exists, or as long as a
Trigger Event does not exist, the excess
of (1) the sum of (A) the Class A
Certificate Principal Balance and Class R
Certificate Principal Balance (after taking
into account distributions of the
Class A Principal Distribution Amount on
such Distribution Date), (B) the Class
M Certificate Principal Balance (after
taking into account distributions of the
Class M Principal Distribution Amount on
such Distribution Date), (C) the Class
B-1 Certificate Principal Balance (after
taking into account distributions of
the Class B-1 Principal Distribution Amount
on such Distribution Date) and (D)
the Class B-2 Certificate Principal Balance
immediately prior to such
Distribution Date over (2) the lesser of
(A) 97.10% of the Stated Principal
Balance of the Mortgage Loans as of the end
of the immediately preceding Due
Period and (B) the excess of the Stated
Principal Balance of the Mortgage Loans
as of the end of the immediately preceding
Due Period over Minimum Required
Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown
Date on which the Certificate Principal
Balance of each Class of Class A, Class R,
Class M and Class B-1 Certificates
has been reduced to zero, the Class B-2
Principal Distribution Amount will equal
the lesser of (x) the outstanding Class B-2
Certificate Principal Balance and
(y) 100% of the Principal Distribution
Amount remaining after any distributions
on such Class A, Class R, Class M and Class
B-1 Certificates and (II) in no
event will the Class B-2 Principal
Distribution Amount with respect to any
Distribution Date exceed the Class B-2
Certificate Principal Balance.
Class B-2
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-2 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-2 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class B-2
Certificates pursuant to the definition of
"Certificate Principal Balance."
Class B-3
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-3 Certificates.
Class B-3
Certificate: Any Certificate designated as a "Class B-3
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-3
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class B-3 Certificates.
-25-
<PAGE>
Class B-3
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class B-3 Pass-Through Rate on
the Class B-3 Certificate Principal Balance
as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class B-3 Certificates.
Class B-3
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-3
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
B-3 Certificates with respect to Class B-3
Current Interest and Class B-3
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class B-3
Pass-Through Rate for the related Accrual
Period.
Class B-3
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class B-3 Certificates, the
least of (1) 6.500% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 7.000%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class B-3
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance, the
Class M Certificate Principal
Balance, the Class B-1 Certificate
Principal Balance and the Class B-2
Certificate Principal Balance have been
reduced to zero and a Trigger Event
exists, or as long as a Trigger Event does
not exist, the excess of (1) the sum
of (A) the Class A Certificate Principal
Balance and Class R Certificate
Principal Balance (after taking into
account distributions of the Class A
Principal Distribution Amount on such
Distribution Date), (B) the Class M
Certificate Principal Balance (after taking
into account distributions of the
Class M Principal Distribution Amount on
such Distribution Date), (C) the Class
B-1 Certificate Principal Balance (after
taking into account distributions of
the Class B-1 Principal Distribution Amount
on such Distribution Date), (D) the
Class B-2 Certificate Principal Balance
immediately prior to such Distribution
Date (after taking into account
distribution of the Class B-2 Principal
Distribution Amount on such Distribution
Date) and (E) the Class B-3 Certificate
Principal Balance over (2) the lesser of
(A) 98.40% of the Stated Principal
Balance of the Mortgage Loans as of the end
of the immediately preceding Due
Period and (B) the excess of the Stated
Principal Balance of the Mortgage Loans
as of the end of the immediately preceding
Due Period over Minimum Required
Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown
Date on which the Certificate Principal
Balance of each Class of Class A, Class R,
Class M, Class B-1 and Class B-2
Certificates has been reduced to zero, the
Class B-3 Principal Distribution
Amount will equal the lesser of (x) the
outstanding Class B-3 Certificate
Principal Balance and (y) 100% of the
Principal Distribution Amount remaining
after any distributions on such Class A,
Class R, Class M, Class B-1 and Class
B-2 Certificates and (II) in no event will
the Class B-3 Principal Distribution
Amount with respect to any Distribution
Date exceed the Class B-3 Certificate
Principal Balance.
Class B-3 Unpaid
Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-3 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-3 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class B-3
Certificates pursuant to the definition of
"Certificate Principal Balance."
-26-
<PAGE>
Class ES
Certificate: The Class ES Certificates executed by the Trustee
and authenticated by the Trustee in
substantially the form set forth in Exhibit
A.
Class ES
Distribution Amount: For any Distribution Date, the lesser of
(i)
an amount equal to the product of (x) the
Stated Principal Balance of the
Mortgage Loans as of the immediately
preceding Distribution Date and (y) the
excess of the Servicing Fee Rate over the
SLS Servicing Fee Rate and (ii) the
Initial ES Strip.
Class
LT1-AF1 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-AF2 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-AF3 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-AF4 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-AF5 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-AV1 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-AV2 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-AV3 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-B1 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-B2 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-B3 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
-27-
<PAGE>
Class
LT1-M1A Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class LT1-M1B Interest: An
uncertificated regular interest in REMIC 1 with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M2A Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M2B Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M3A Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M3B Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M4A Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M4B Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M5A Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M5B Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M6A Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M6B Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-R Interest: The sole class of "residual interest" in REMIC
1.
-28-
<PAGE>
Class
LT1-R$100 Interest: An uncertificated regular interest in REMIC
1
with an initial principal balance equal to
1/4 of the initial principal balance
of its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-IO Interest: An uncertificated regular interest in REMIC 1
with
the characteristics set forth in the
description of REMIC 1 in the Preliminary
Statement.
Class
LT1-IX Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to the
excess of (i) 50% of the sum of (x)
the aggregate Cut-off Date Principal
Balance of the Mortgage Loans and (y) the
Original Pre-Funded Amount over (ii) the
initial principal balance of the REMIC
1-I Marker Interests, and with an interest
rate equal to the Net Rate.
Class
LT1-IIX Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to the
excess of (i) 50% of the sum of (x)
the aggregate Cut-off Date Principal
Balance of the Mortgage Loans and (y) the
Original Pre-Funded Amount over (ii) the
initial principal balance of the REMIC
1-II Marker Interests, and with an interest
rate equal to the Net Rate.
Class
LT1-II1A Interest: An uncertificated regular interest in REMIC
1
with an initial principal balance equal to
0.05% of the excess of (i) the sum of
(x) the aggregate Cut-off Date Principal
Balance of the Group I Mortgage Loans
and (y) the portion of the Original
Pre-Funded Amount related to Group I over
(ii) the aggregate of the initial
Certificate Principal Balances of Certificate
Group I, and with an interest rate equal to
the Net Rate.
Class
LT1-II1B Interest: An uncertificated regular interest in REMIC
1
with an initial principal balance equal to
0.05% of the sum of (x) the aggregate
Cut-off Date Principal Balance of the Group
I Mortgage Loans and (y) the portion
of the Original Pre-Funded Amount related
to Group I, and with an interest rate
equal to the rate set forth in footnote 2
to the description of REMIC 1 in the
Preliminary Statement.
Class
LT1-II2A Interest: An uncertificated regular interest in REMIC
1
with an initial principal balance equal to
0.05% of the excess of (i) the sum of
(x) the aggregate Cut-off Date Principal
Balance of the Group II Mortgage Loans
and (y) the portion of the Original
Pre-Funded Amount related to Group II over
(ii) the aggregate of the initial
Certificate Principal Balances of Certificate
Group II, and with an interest rate equal
to the Net Rate.
Class
LT1-II2B Interest: An uncertificated regular interest in REMIC
1
with an initial principal balance equal to
0.05% of the sum of (x) the aggregate
Cut-off Date Principal Balance of the Group
II Mortgage Loans and (y) the
portion of the Original Pre-Funded Amount
related to Group II, and with an
interest rate equal to the rate set forth
in footnote 3 to the description of
REMIC 1 set forth in the Preliminary
Statement.
Class
LT2-R Interest: The residual interest in REMIC 2 as set forth in
the
Preliminary Statement.
Class M
Certificates: The Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5 and Class M-6 Certificates.
Class M
Certificate Principal Balance: For any Distribution Date, the
sum
of the Class M-1 Certificate Principal
Balance, the Class M-2 Certificate
Principal Balance, the Class M-3
Certificate Principal Balance, the Class M-4
Certificate Principal Balance, the Class
M-5 Certificate Principal Balance and
the Class M-6 Certificate Principal
Balance.
Class M
Principal Distribution Amount: For any Distribution Date, the
sum
of the Class M-1 Principal Distribution
Amount, the Class M-2 Principal
Distribution Amount, the Class M-3
Principal
-29-
<PAGE>
Distribution Amount, the Class M-4
Principal Distribution Amount, the Class M-5
Principal Distribution Amount, and the
Class M-6 Principal Distribution Amount.
Class M-1
Certificate: The Class M-1A and Class M-1B Certificates.
Class M-1
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-1A and Class M-1B
Certificates.
Class M-1
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance and the
Class R Certificate Principal Balance has
been reduced to zero and a Trigger
Event exists, or as long as a Trigger Event
does not exist, the excess of (1)
the sum of (A) the Class A Certificate
Principal Balance and Class R Certificate
Principal Balance (after taking into
account distributions of the Class A
Principal Distribution Amount on such
Distribution Date) and (B) the Class M-1
Certificate Principal Balance immediately
prior to such Distribution Date over
(2) the lesser of (A) 81.40% of the Stated
Principal Balances of the Mortgage
Loans as of the end of the immediately
preceding Due Period and (B) the excess
of the Stated Principal Balances for the
Mortgage Loans as of the end of the
immediately preceding Due Period over the
Minimum Required Overcollateralization
Amount. Notwithstanding the foregoing, (I)
on any Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class
A and Class R Certificates has been reduced
to zero, the Class M-1 Principal
Distribution Amount will equal the lesser
of (x) the outstanding Class M-1
Certificate Principal Balance and (y) 100%
of the Principal Distribution Amount
remaining after any distributions on such
Class A and Class R Certificates and
(II) in no event will the Class M-1
Principal Distribution Amount with respect
to any Distribution Date exceed the Class
M-1 Certificate Principal Balance.
Class M-1A
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-1A Certificates.
Class M-1A
Certificate: Any Certificate designated as a "Class M-1A
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-1A
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-1A Certificates.
Class M-1A
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-1A Pass-Through Rate on
the Class M-1A Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-1A Certificates.
Class M-1A
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-1A
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-1A Certificates with respect to Class
M-1A Current Interest and Class M-1A
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-1A
Pass-Through Rate for the related Accrual
Period.
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Class M-1A
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class M-1A Certificates, the
least of (1) 5.422% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 5.922%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class M-1A
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-1A Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-1A Unpaid Realized Loss
Amounts on all previous Distribution Dates
and (y) all increases in the
Certificate Principal Balance of such Class
M-1A Certificates pursuant to the
definition of "Certificate Principal
Balance."
Class M-1B
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-1B Certificates.
Class M-1B
Certificate: Any Certificate designated as a "Class M-1B
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-1B
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-1B Certificates.
Class M-1B
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-1B Pass-Through Rate on
the Class M-1B Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-1B Certificates.
Class M-1B
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-1B
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-1B Certificates with respect to Class
M-1B Current Interest and Class M-1B
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-1B
Pass-Through Rate for the related Accrual
Period.
Class M-1B
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.530% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.795% per annum.
Class M-1B
Pass-Through Rate: For the first Distribution Date, 4.52688%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class M-1B Margin, (2) the
Subordinated Available Funds Cap for
such Distribution Date and (3) the
Subordinated Maximum Rate Cap for such
Distribution Date.
Class M-1B
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-1B Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of
the
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Class M-1B Unpaid Realized Loss Amounts on
all previous Distribution Dates and
(y) all increases in the Certificate
Principal Balance of such Class M-1B
Certificates pursuant to the definition of
"Certificate Principal Balance."
Class M-2
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-2 Certificates.
Class M-2
Certificate: The Class M-2A and Class M-2B Certificates.
Class M-2
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-2A and Class M-2B
Certificates.
Class M-2
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance and
the Class M-1 Certificate Principal
Balance have been reduced to zero and a
Trigger Event exists, or as long as a
Trigger Event does not exist, the excess of
(1) the sum of (A) the Class A
Certificate Principal Balance and Class R
Certificate Principal Balance (after
taking into account distributions of the
Class A Principal Distribution Amount
on such Distribution Date), (B) the Class
M-1 Certificate Principal Balance
(after taking into account distributions of
the Class M-1 Principal Distribution
Amount on such Distribution Date) and (C)
the Class M-2 Certificate Principal
Balance immediately prior to such
Distribution Date over (2) the lesser of (A)
85.40% of the Stated Principal Balances of
the Mortgage Loans as of the end of
the immediately preceding Due Period and
(B) the excess of the Stated Principal
Balances of the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A, Class R and Class
M-1 Certificates has been reduced to zero,
the Class M-2 Principal Distribution
Amount will equal the lesser of (x) the
outstanding Class M-2 Certificate
Principal Balance and (y) 100% of the
Principal Distribution Amount remaining
after any distributions on such Class A,
Class R and Class M-1 Certificates and
(II) in no event will the Class M-2
Principal Distribution Amount with respect
to any Distribution Date exceed the Class
M-2 Certificate Principal Balance.
Class M-2A
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-2A Certificates.
Class M-2A
Certificate: Any Certificate designated as a "Class M-2A
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-2A
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-2A Certificates.
Class M-2A
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-2A Pass-Through Rate on
the Class M-2A Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-2A Certificates.
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Class M-2A
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-2A
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-2A Certificates with respect to Class
M-2A Current Interest and Class M-2A
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-2A
Pass-Through Rate for the related Accrual
Period.
Class M-2A
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class M-2A Certificates, the
least of (1) 5.471% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 5.971%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class M-2A
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-2A Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-2A Unpaid Realized Loss
Amounts on all previous Distribution Dates
and (y) all increases in the
Certificate Principal Balance of such Class
M-2A Certificates pursuant to the
definition of "Certificate Principal
Balance."
Class M-2B
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-2B Certificates.
Class M-2B
Certificate: Any Certificate designated as a "Class M-2B
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-2B
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-2B Certificates.
Class M-2B
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-2B Pass-Through Rate on
the Class M-2B Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-2B Certificates.
Class M-2B Interest
Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-2B
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-2B Certificates with respect to Class
M-2B Current Interest and Class M-2B
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-2B
Pass-Through Rate for the related Accrual
Period.
Class M-2B
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.590% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.885% per annum.
Class M-2B
Pass-Through Rate: For the first Distribution Date, 4.58688%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class M-2B Margin, (2)
the
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Subordinated Available Funds Cap for such
Distribution Date and (3) the
Subordinated Maximum Rate Cap for such
Distribution Date.
Class M-2B
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-2B Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-2B Unpaid Realized Loss
Amounts on all previous Distribution Dates
and (y) all increases in the
Certificate Principal Balance of such Class
M-2B Certificates pursuant to the
definition of "Certificate Principal
Balance."
Class M-3
Certificate: The Class M-3A and Class M-3B Certificates.
Class M-3
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-3A and Class M-3B
Certificates.
Class M-3
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance, the
Class M-1 Certificate Principal
Balance and the Class M-2 Certificate
Principal Balance have been reduced to
zero and a Trigger Event exists, or as long
as a Trigger Event does not exist,
the excess of (1) the sum of (A) the Class
A Certificate Principal Balance and
Class R Certificate Principal Balance
(after taking into account distributions
of the Class A Principal Distribution
Amount on such Distribution Date), (B) the
Class M-1 Certificate Principal Balance
(after taking into account distributions
of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C)
the Class M-2 Certificate Principal Balance
(after taking into account
distributions of the Class M-2 Principal
Distribution Amount) and (D) the Class
M-3 Certificate Principal Balance
immediately prior to such Distribution Date
over (2) the lesser of (A) 87.50% of the
Stated Principal Balances of the
Mortgage Loans as of the end of the
immediately preceding Due Period and (B) the
excess of the Stated Principal Balances of
the Mortgage Loans as of the end of
the immediately preceding Due Period over
the Minimum Required
Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown
Date on which the Certificate Principal
Balance of each Class of Class A, Class R,
Class M-1 and Class M-2 Certificates
has been reduced to zero, the Class M-3
Principal Distribution Amount will equal
the lesser of (x) the outstanding Class M-3
Certificate Principal Balance and
(y) 100% of the Principal Distribution
Amount remaining after any distributions
on such Class A, Class R, Class M-1 and
Class M-2 Certificates and (II) in no
event will the Class M-3 Principal
Distribution Amount with respect to any
Distribution Date exceed the Class M-3
Certificate Principal Balance.
Class M-3A
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-3A Certificates.
Class M-3A
Certificate: Any Certificate designated as a "Class M-3A
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-3A
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-3A Certificates.
Class M-3A
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-3A Pass-Through Rate on
the Class M-3A Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in
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<PAGE>
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such
Distribution Date to the Class M-3A
Certificates.
Class M-3A
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-3A
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-3A Certificates with respect to Class
M-3A Current Interest and Class M-3A
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-3A
Pass-Through Rate for the related Accrual
Period.
Class M-3A
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class M-3A Certificates, the
least of (1) 5.521% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 6.021%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class M-3A
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-3A Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-3A Unpaid Realized Loss
Amounts on all previous Distribution Dates
and (y) all increases in the
Certificate Principal Balance of such Class
M-3A Certificates pursuant to the
definition of "Certificate Principal
Balance."
Class M-3B
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-3B Certificates.
Class M-3B
Certificate: Any Certificate designated as a "Class M-3B
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-3B
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-3B Certificates.
Class M-3B
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-3B Pass-Through Rate on
the Class M-3B Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-3B Certificates.
Class M-3B
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-3B
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-3B Certificates with respect to Class
M-3B Current Interest and Class M-3B
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-3B
Pass-Through Rate for the related Accrual
Period.
Class M-3B
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.650% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.975% per annum.
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Class M-3B
Pass-Through Rate: For the first Distribution Date, 4.64688%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class M-3B Margin, (2) the
Subordinated Available Funds Cap for
such Distribution Date and (3) the
Subordinated Maximum Rate Cap for such
Distribution Date.
Class M-3B
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-3B Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-3B Unpaid Realized Loss
Amounts on all previous Distribution Dates
and (y) all increases in the
Certificate Principal Balance of such Class
M-3B Certificates pursuant to the
definition of "Certificate Principal
Balance."
Class M-4
Certificate: The Class M-4A and Class M-4B Certificates.
Class M-4
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-4A and Class M-4B
Certificates.
Class M-4
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance, the
Class M-1 Certificate Principal
Balance, the Class M-2 Certificate
Principal Balance and the Class M-3
Certificate Principal Balance have been
reduced to zero and a Trigger Event
exists, or as long as a Trigger Event does
not exist, the excess of (1) the sum
of (A) the Class A Certificate Principal
Balance and Class R Certificate
Principal Balance (after taking into
account distributions of the Class A
Principal Distribution Amount on such
Distribution Date), (B) the Class M-1
Certificate Principal Balance (after taking
into account distributions of the
Class M-1 Principal Distribution Amount on
such Distribution Date), (C) the
Class M-2 Certificate Principal Balance
(after taking into account distributions
of the Class M-2 Principal Distribution
Amount, (D) the Class M-3 Certificate
Principal Balance (after taking into
account distributions of the Class M-3
Principal Distribution Amount), and (E) the
Class M-4 Certificate Principal
Balance immediately prior to such
Distribution Date over (2) the lesser of (A)
92.90% of the Stated Principal Balances of
the Mortgage Loans as of the end of
the immediately preceding Due Period and
(B) the excess of the Stated Principal
Balances of the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A, Class R, Class M-1,
Class M-2 and Class M-3 Certificates has
been reduced to zero, the Class M-4
Principal Distribution Amount will equal
the lesser of (x) the outstanding Class
M-4 Certificate Principal Balance and (y)
100% of the Principal Distribution
Amount remaining after any distributions on
such Class A, Class R, Class M-1,
Class M-2 and Class M-3 Certificates and
(II) in no event will the Class M-4
Principal Distribution Amount with respect
to any Distribution Date exceed the
Class M-4 Certificate Principal
Balance.
Class M-4A
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-4A Certificates.
Class M-4A
Certificate: Any Certificate designated as a "Class M-4A
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-4A
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-4A Certificates.
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<PAGE>
Class M-4A
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-4A Pass-Through Rate on
the Class M-4A Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-4A Certificates.
Class M-4A
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-4A
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-4A Certificates with respect to Class
M-4A Current Interest and Class M-4A
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-4A
Pass-Through Rate for the related Accrual
Period.
Class M-4A
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class M-4A Certificates, the
least of (1) 5.570% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 6.070%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class M-4A
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-4A Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-4A Unpaid Realized Loss
Amounts on all previous Distribution Dates
and (y) all increases in the
Certificate Principal Balance of such Class
M-4A Certificates pursuant to the
definition of "Certificate Principal
Balance."
Class M-4B
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-4B Certificates.
Class M-4B
Certificate: Any Certificate designated as a "Class M-4B
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-4B
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-4B Certificates.
Class M-4B
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-4B Pass-Through Rate on
the Class M-4B Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-4B Certificates.
Class M-4B
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-4B
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-4B Certificates with respect to Class
M-4B Current Interest and Class M-4B
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on
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such excess (to the extent permitted by
applicable law) at the Class M-4B
Pass-Through Rate for the related Accrual
Period.
Class M-4B
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.700% per annum and, as of any
Distribution Date after the Optional
Termination Date, 1.050% per annum.
Class M-4B
Pass-Through Rate: For the first Distribution Date, 4.69688%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class M-4B Margin, (2) the
Subordinated Available Funds Cap for
such Distribution Date and (3) the
Subordinated Maximum Rate Cap for such
Distribution Date.
Class M-4B
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-4B Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-4B Unpaid Realized Loss
Amounts on all previous Distribution Dates
and (y) all increases in the
Certificate Principal Balance of such Class
M-4B Certificates pursuant to the
definition of "Certificate Principal
Balance."
Class M-5
Certificate: The Class M-5A and Class M-5B Certificates.
Class M-5
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-5A and Class M-5B
Certificates.
Class M-5
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance, the
Class M-1 Certificate Principal
Balance, the Class M-2 Certificate
Principal balance, the Class M-3 Certificate
Principal Balance and the Class M-4
Certificate Principal Balance have been
reduced to zero and a Trigger Event exists,
or as long as a Trigger Event does
not exist, the excess of (1) the sum of (A)
the Class A Certificate Principal
Balance and Class R Certificate Principal
Balance (after taking into account
distributions of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class M-1 Certificate
Principal Balance (after taking into
account distributions of the Class M-1
Principal Distribution Amount on such
Distribution Date), (C) the Class M-2
Certificate Principal Balance (after
taking into account distributions of the
Class M-2 Principal Distribution Amount
on such Distribution Date), (D) the Class
M-3 Certificate Principal Balance
(after taking into account distributions of
the Class M-3 Principal Distribution
Amount on such Distribution Date), (E) the
Class M-4 Certificate Principal
Balance (after taking into account
distributions of the Class M-4 Principal
Distribution Amount on such Distribution
Date) and (F) the Class M-5 Certificate
Principal Balance immediately prior to such
Distribution Date over (2) the
lesser of (A) 94.10% of the Stated
Principal Balances of the Mortgage Loans as
of the end of the immediately preceding Due
Period and (B) the excess of the
Stated Principal Balances of the Mortgage
Loans as of the end of the immediately
preceding Due Period over the Minimum
Required Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class
A, Class R, Class M-1, Class M-2, Class M-3
and Class M-4 Certificates has been
reduced to zero, the Class M-5 Principal
Distribution Amount will equal the
lesser of (x) the outstanding Class M-5
Certificate Principal Balance and (y)
100% of the Principal Distribution Amount
remaining after any distributions on
such Class A, Class R, Class M-1, Class
M-2, Class M-3 and Class M-4
Certificates and (II) in no event will the
Class M-5 Principal Distribution
Amount with respect to any Distribution
Date exceed the Class M-5 Certificate
Principal Balance.
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Class M-5A
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-5A Certificates.
Class M-5A
Certificate: Any Certificate designated as a "Class M-5A
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-5A
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-5A Certificates.
Class M-5A
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-5A Pass-Through Rate on
the Class M-5A Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-5A Certificates.
Class M-5A
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-5A
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-5A Certificates with respect to Class
M-5A Current Interest and Class M-5A
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-5A
Pass-Through Rate for the related Accrual
Period.
Class M-5A
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class M-5A Certificates, the
least of (1) 5.869% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 6.369%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class M-5A
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-5A Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-5A Unpaid Realized Loss
Amounts on all previous Distribution Dates
and (y) all increases in the
Certificate Principal Balance of such Class
M-5A Certificates pursuant to the
definition of "Certificate Principal
Balance."
Class M-5B
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-5B Certificates.
Class M-5B
Certificate: Any Certificate designated as a "Class M-5B
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-5B
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-5B Certificates.
Class M-5B
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-5B Pass-Through Rate on
the Class M-5B Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed
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to be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-5B Certificates.
Class M-5B
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-5B
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-5B Certificates with respect to Class
M-5B Current Interest and Class M-5B
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-5B
Pass-Through Rate for the related Accrual
Period.
Class M-5B
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 1.150% per annum and, as of any
Distribution Date after the Optional
Termination Date, 1.725% per annum.
Class M-5B
Pass-Through Rate: For the first Distribution Date, 5.14688%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class M-5B Margin, (2) the
Subordinated Available Funds Cap for
such Distribution Date and (3) the
Subordinated Maximum Rate Cap for such
Distribution Date.
Class M-5B
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-5B Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-5B Unpaid Realized Loss
Amounts on all previous Distribution Dates
and (y) all increases in the
Certificate Principal Balance of such Class
M-5B Certificates pursuant to the
definition of "Certificate Principal
Balance."
Class M-6
Certificate: The Class M-6A and Class M-6B Certificates.
Class M-6
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-6A and Class M-6B
Certificates.
Class M-6
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance, the
Class M-1 Certificate Principal
Balance, the Class M-2 Certificate
Principal Balance, the Class M-3 Certificate
Principal Balance, the Class M-4
Certificate Principal Balance and the Class M-5
Certificate Principal Balance have been
reduced to zero and a Trigger Event
exists, or as long as a Trigger Event does
not exist, the excess of (1) the sum
of (A) the Class A Certificate Principal
Balance and Class R Certificate
Principal Balance (after taking into
account distributions of the Class A
Principal Distribution Amount on such
Distribution Date), (B) the Class M-1
Certificate Principal Balance (after taking
into account distributions of the
Class M-1 Principal Distribution Amount on
such Distribution Date), (C) the
Class M-2 Certificate Principal Balance
(after taking into account distributions
of the Class M-2 Principal Distribution
Amount on such Distribution Date), (D)
the Class M-3 Certificate Principal Balance
(after taking into account
distributions of the Class M-3 Principal
Distribution Amount on such
Distribution Date), (E) the Class M-4
Certificate Principal Balance (after
taking into account distributions of the
Class M-4 Principal Distribution Amount
on such Distribution Date), (F) the Class
M-5 Certificate Principal Balance
(after taking into account distributions of
the Class M-5 Principal Distribution
Amount on such Distribution Date), and (G)
the Class M-6 Certificate Principal
Balance immediately prior to such
Distribution Date over (2) the lesser of (A)
95.10% of the Stated Principal Balances of
the Mortgage Loans as of the end of
the immediately preceding Due Period and
(B) the excess of the Stated Principal
Balances of the
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Mortgage Loans as of the end of the
immediately preceding Due Period over the
Minimum Required Overcollateralization
Amount. Notwithstanding the foregoing,
(I) on any Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class A,
Class R, Class M-1, Class M-2, Class
M-3, Class M-4 and Class M-5 Certificates
has been reduced to zero, the Class
M-6 Principal Distribution Amount will
equal the lesser of (x) the outstanding
Class M-6 Certificate Principal Balance and
(y) 100% of the Principal
Distribution Amount remaining after any
distributions on such Class A, Class R,
Class M-1, Class M-2, Class M-3, Class M-4
and Class M-5 Certificates and (II)
in no event will the Class M-6 Principal
Distribution Amount with respect to any
Distribution Date exceed the Class M-6
Certificate Principal Balance.
Class M-6A
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-6A Certificates.
Class M-6A
Certificate: Any Certificate designated as a "Class M-6A
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-6A
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-6A Certificates.
Class M-6A
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-6A Pass-Through Rate on
the Class M-6A Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-6A Certificates.
Class M-6A
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-6A
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-6A Certificates with respect to Class
M-6A Current Interest and Class M-6A
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-6A
Pass-Through Rate for the related Accrual
Period.
Class M-6A
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class M-6A Certificates, the
least of (1) 5.968% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 6.468%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class M-6A
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-6A Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-6A Unpaid Realized Loss
Amounts on all previous Distribution Dates
and (y) all increases in the
Certificate Principal Balance of such Class
M-6A Certificates pursuant to the
definition of "Certificate Principal
Balance."
Class M-6B
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-6B Certificates.
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<PAGE>
Class M-6B
Certificate: Any Certificate designated as a "Class M-6B
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-6B
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-6B Certificates.
Class M-6B
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-6B Pass-Through Rate on
the Class M-6B Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-6B Certificates.
Class M-6B
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-6B
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-6B Certificates with respect to Class
M-6B Current Interest and Class M-6B
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-6B
Pass-Through Rate for the related Accrual
Period.
Class M-6B
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 1.350% per annum and, as of any
Distribution Date after the Optional
Termination Date, 2.025% per annum.
Class M-6B
Pass-Through Rate: For the first Distribution Date, 5.34688%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class M-6B Margin, (2) the
Subordinated Available Funds Cap for
such Distribution Date and (3) the
Subordinated Maximum Rate Cap for such
Distribution Date.
Class M-6B
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-6B Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-6B Unpaid Realized Loss
Amounts on all previous Distribution Dates
and (y) all increases in the
Certificate Principal Balance of such Class
M-6B Certificates pursuant to the
definition of "Certificate Principal
Balance."
Class PF-I
Interest: An uncertificated regular interest in the Pre-Funding
REMIC with an initial principal balance
equal to the sum of (x) the aggregate
Cut-off Date Principal Balance of the Group
I Mortgage Loans and (y) the portion
of the Original Pre-Funded Amount related
to Group I, and with an interest rate
equal to the Group I Net WAC.
Class
PF-II Interest: An uncertificated regular interest in the
Pre-Funding REMIC with an initial principal
balance equal to the sum of (x) the
aggregate Cut-off Date Principal Balance of
the Group II Mortgage Loans and (y)
the portion of the Original Pre-Funded
Amount related to Group II, and with an
interest rate equal to the Group II Net
WAC.
Class PF-R
Interest: The sole class of "residual interest" in the
Pre-Funding REMIC.
Class R
Certificate: Any Certificate designated as a "Class R
Certificate"
on the face thereof, in the form of Exhibit
A hereto, representing the right to
distributions as set forth herein.
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<PAGE>
Class R
Certificate Principal Balance: As of any date of determination,
the Certificate Principal Balance of the
Class R Certificate.
Class X
Certificates: The Class X Certificates executed by the Trustee
and
authenticated by the Trustee in
substantially the form set forth in Exhibit A.
Class X
Distributable Amount: The excess of (x) the sum of (i) the
initial
Overcollateralization Amount, (ii) all
interest payments accrued on the REMIC 2
X Interest and (iii) amounts treated as
received by the Class X Certificates
pursuant to notional principal contracts
described in Section 2.07(d)(ii) over
(y) the sum of (i) all prior distributions
to the Class X Certificates pursuant
to Section 5.05(g), (ii) all payments
treated as distributed by REMIC 2 to the
REMIC 2 X Interest then paid to the holders
of Class A, Class M and Class B
Certificates pursuant to an interest rate
cap contract as described in Section
2.07(d), (iii) all payments treated as
distributed by REMIC 2 to the REMIC 2 X
Interest then paid to the Swap Provider as
described in Section 2.07(e) and (iv)
all payments treated as paid by the Class
A, Class M or Class B Certificates to
the Class X Certificates pursuant to
notional principal contracts then paid to
the Swap Provider as described in Section
2.07(e).
Closing
Date: October 19, 2005.
Code: The
Internal Revenue Code of 1986, including any successor or
amendatory provisions.
Collateral
Value: With respect to a Mortgage Loan, the proceeds of which
were used to purchase the related Mortgaged
Property (or applicable dwelling
unit, in the case of a Co-op Loan), the
lesser of (x) the appraisal value of
such Mortgaged Property (or applicable
dwelling unit, in the case of a Co-op
Loan) based on an appraisal made for the
originator by an independent fee
appraiser at the time of the origination of
the related Mortgage Loan and (y)
the sales price of such Mortgaged Property
(or applicable dwelling unit, in the
case of a Co-op Loan) at such time of
origination and means, with respect to a
Mortgage Loan the proceeds of which were
used to refinance an existing Mortgage
Loan, the appraised value of the Mortgaged
Property (or applicable dwelling
unit, in the case of a Co-op Loan) based
upon the appraisal obtained at the time
of refinancing.
Collection
Account: The separate Eligible Accounts created and initially
maintained by the Servicer pursuant to
Section 3.05(d) in the name of the
Trustee for the benefit of the
Certificateholders and designated "Specialized
Loan Servicing LLC, as servicer for U.S.
Bank National Association, as trustee,
in trust for registered holders of Terwin
Mortgage Trust, Asset-Backed
Certificates, Series TMTS 2005-16HE." Funds
in the Collection Account shall be
held in trust for the Certificateholders
for the uses and purposes set forth in
this Agreement.
Compensating Interest: For any Distribution Date and with respect
to each
voluntary Principal Prepayment on the
related Mortgage Loans serviced by the
Servicer, the lesser of (i) one-half of the
Aggregate Servicing Fee payable on
such Distribution Date and (ii) the
aggregate Prepayment Interest Shortfall if
any, for the related Prepayment Period;
provided, however, that any Compensating
Interest remitted by the Servicing
Administrator shall not exceed the Securities
Administrator Fee for such Distribution
Date.
Co-op
Lease: With respect to a Co-op Loan, the lease with respect to
a
dwelling unit occupied by the Mortgagor and
relating to the stock allocated to
the related dwelling unit.
Co-op
Loan: A Mortgage Loan secured by the pledge of stock allocated to
a
dwelling unit in a residential cooperative
housing corporation and a collateral
assignment of the related Co-op Lease.
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Corporate
Trust Office: With respect to (a) the Trustee, the corporate
trust office at which at any particular
time its corporate trust business in
connection with this Agreement shall be
administered, which office at the date
of the execution of this instrument is
located at 209 South LaSalle Street,
Suite 300, Chicago, Illinois 60604, Attn:
Corporate Trust Structured Finance,
Terwin Mortgage Trust 2005-16HE, or at such
other address as the Trustee may
designate from time to time by notice to
the Certificateholders, the Depositor,
the Seller, the Servicing Administrator,
the Securities Administrator, the
Backup Servicer and the Servicer and (b)
the Securities Administrator and the
Backup Servicer, the principal corporate
trust office at which at any particular
time its corporate trust business in
connection with this Agreement shall be
administered, which office at the date of
the execution of this instrument is
located at 4 New York Plaza, New York, New
York 10004-2477, Attention: Worldwide
Securities Services/Global Debt--Terwin
Mortgage Trust 2005-16HE, or at such
other address as the Securities
Administrator may designate from time to time by
notice to the Certificateholders, the
Trustee, the Depositor, the Seller, the
Servicing Administrator, the Servicer, the
Backup Servicer and the Securities
Administrator. With respect to the
Securities Administrator, Certificate
Registrar and presentment of Certificates
for registration of transfer, exchange
or final payment, 2001 Bryan Street, 10th
Floor, Dallas, Texas 75201, Attention:
Worldwide Securities Services/Global
Debt--Terwin Mortgage Trust 2005-16HE.
Corresponding Certificates: With respect to the Class LT1-R$100
Interest,
the Class R Certificates. With respect to
the Class LT1-AF1 Interest, the Class
AF-1 Certificates. With respect to the
Class LT1-AF2 Interest, the Class AF-2
Certificates. With respect to the Class
LT1-AF3 Interest, the Class AF-3
Certificates. With respect to the Class
LT1-AF4 Interest, the Class AF-4
Certificates. With respect to the Class
LT1-AF5 Interest, the Class AF-5
Certificates. With respect to the Class
LT1-AV1 Interest, the Class AV-1
Certificates. With respect to the Class
LT1-AV2 Interest, the Class AV-2
Certificates. With respect to the Class
LT1-AV3 Interest, the Class AV-3
Certificates. With respect to the Class
LT1-B1 Interest, the Class B-1
Certificates. With respect to the Class
LT1-B2 Interest, the Class B-2
Certificates. With respect to the Class
LT1-B3 Interest, the Class B-3
Certificates. With respect to the Class
LT1-M1A Interest, the Class M-1A
Certificates. With respect to the Class
LT1-M1B Interest, the Class M-1B
Certificates. With respect to the Class
LT1-M2A Interest, the Class M-2A
Certificates. With respect to the Class
LT1-M2B Interest, the Class M-2B
Certificates. With respect to the Class
LT1-M3A Interest, the Class M-3A
Certificates. With respect to the Class
LT1-M3B Interest, the Class M-3B
Certificates. With respect to the Class
LT1-M4A Interest, the Class M-4A
Certificates. With respect to the Class
LT1-M4B Interest, the Class M-4B
Certificates. With respect to the Class
LT1-M5A Interest, the Class M-5A
Certificates. With respect to the Class
LT1-M5B Interest, the Class M-5B
Certificates. With respect to the Class
LT1-M6A Interest, the Class M-6A
Certificates. With respect to the Class
LT1-M6B Interest, the Class M-6B
Certificates.
Credit
Risk Management Agreement: The agreement between the Servicer
and
the Credit Risk Manager dated as of October
19, 2005.
Credit
Risk Manager: The Murrayhill Company, a Colorado corporation,
or
its successor in interest.
Credit
Risk Manager Fee: The fee payable on each Distribution Date to
the
Credit Risk Manager as compensation for all
services rendered by it in exercise
and performance of any of the powers and
duties of the Credit Risk Manager under
the Credit Risk Management Agreement, which
amount shall equal one-twelfth of
the product of (i) the Credit Risk Manager
Fee Rate and (ii) the Stated
Principal Balance of the Mortgage Loans as
of the immediately preceding
Distribution Date.
Credit
Risk Manager Fee Rate: 0.015% per annum.
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Current
Interest: Any of the Class AF-1 Current Interest, the Class
AF-2
Current Interest, the Class AF-3 Current
Interest, the Class AF-4 Current
Interest, the Class AF-5 Current Interest,
the Class AV-1 Current Interest, the
Class AV-2 Current Interest, the Class AV-3
Current Interest, the Class M-1A
Current Interest, the Class M-1B Current
Interest, the Class M-2A Current
Interest, the Class M-2B Current Interest,
the Class M-3A Current Interest, the
Class M-3B Current Interest, the Class M-4A
Current Interest, the Class M-4B
Current Interest, the Class M-5A Current
Interest, the Class M-5B Current
Interest, the Class M-6A Current Interest,
the Class M-6B Current Interest, the
