EXHIBIT 4
GS MORTGAGE SECURITIES CORP.,
Depositor,
NATIONAL CITY HOME LOAN SERVICES, INC.,
Servicer,
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
-------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2005
-------------------------------------
FFMLT TRUST 2005-FF11
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-FF11
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01
Definitions.................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage
Loans................................
Section 2.02 Acceptance by the Trustee of
the Mortgage Loans.............
Section 2.03 Representations, Warranties
and Covenants of the Servicer...
Section 2.04 Execution and Delivery of
Certificates......................
Section 2.05 REMIC
Matters...............................................
Section 2.06 Representations and
Warranties of the Depositor.............
Section 2.07 Enforcement of Obligations
for Breach of Mortgage Loan
Representations..........................................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage
Loans..........................
Section 3.02 Subservicing Agreements
between the Servicer and
Subservicers..............................................
Section 3.03 Successor
Subservicers......................................
Section 3.04 Liability of the
Servicer...................................
Section 3.05 No Contractual Relationship
between Subservicers and the
Trustee...................................................
Section 3.06 Assumption or Termination of
Subservicing Agreements by
Trustee...................................................
Section 3.07 Collection of Certain
Mortgage Loan Payments................
Section 3.08 Subservicing
Accounts.......................................
Section 3.09 Collection of Taxes,
Assessments and Similar Items; Escrow
Accounts..................................................
Section 3.10 Collection
Accounts.........................................
Section 3.11 Withdrawals from the
Collection Account.....................
Section 3.12 Investment of Funds in the
Collection Accounts and the
Distribution Account......................................
Section 3.13 Maintenance of Hazard
Insurance, Errors and Omissions and
Fidelity Coverage.........................................
Section 3.14 Enforcement of Due-on-Sale
Clauses; Assumption Agreements...
Section 3.15 Realization upon Defaulted
Mortgage Loans...................
Section 3.16 Release of Mortgage
Files...................................
Section 3.17 Title, Conservation and
Disposition of REO Property.........
Section 3.18 Notification of
Adjustments.................................
Section 3.19 Access to Certain
Documentation and Information Regarding
the Mortgage Loans........................................
Section 3.20 Documents, Records and Funds
in Possession of the Servicer
to Be Held for the Trustee................................
Section 3.21 Servicing
Compensation......................................
Section 3.22 Annual Statement as to
Compliance...........................
Section 3.23 Annual Independent Public
Accountants' Servicing Statement;
Financial Statements......................................
Section 3.24 Trustee to Act as
Servicer..................................
Section 3.25 Compensating
Interest.......................................
Section 3.26 Credit Reporting;
Gramm-Leach-Bliley Act....................
Section 3.27 Excess Reserve Fund Account;
Distribution Account...........
Section 3.28 Optional Purchase of
Delinquent Mortgage Loans..............
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICER
Section 4.01
Advances....................................................
Section 4.02 Priorities of
Distribution..................................
Section 4.03 Monthly Statements to
Certificateholders....................
Section 4.04 Certain Matters Relating to
the Determination of LIBOR......
Section 4.05 Allocation of Applied
Realized Loss Amounts.................
Section 4.06 Supplemental Interest
Trust.................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates............................................
Section 5.02 Certificate Register;
Registration of Transfer and
Exchange of Certificates..................................
Section 5.03 Mutilated, Destroyed, Lost
or Stolen Certificates...........
Section 5.04 Persons Deemed
Owners.......................................
Section 5.05 Access to List of
Certificateholders' Names and Addresses...
Section 5.06 Maintenance of Office or
Agency.............................
ARTICLE VI
THE
DEPOSITOR AND THE SERVICER
Section 6.01 Respective Liabilities of
the Depositor and the Servicer....
Section 6.02 Merger or Consolidation of
the Depositor or the Servicer....
Section 6.03 Limitation on Liability of
the Depositor, the Servicer
and Others................................................
Section 6.04 Limitation on Resignation of
the Servicer...................
Section 6.05 Additional Indemnification
by the Servicer; Third
Party Claims..............................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default...........................................
Section 7.02 Trustee to Act; Appointment
of Successor Servicer...........
Section 7.03 Notification to
Certificateholders..........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of the
Trustee.......................................
Section 8.02 Certain Matters Affecting
the Trustee.......................
Section 8.03 Trustee Not Liable for
Certificates or Mortgage Loans.......
Section 8.04 Trustee May Own
Certificates................................
Section 8.05 Trustee's Fees and
Expenses.................................
Section 8.06 Eligibility Requirements for
the Trustee....................
Section 8.07 Resignation and Removal of
the Trustee......................
Section 8.08 Successor
Trustee...........................................
Section 8.09 Merger or Consolidation of
the Trustee......................
Section 8.10 Appointment of Co-Trustee or
Separate Trustee...............
Section 8.11 Tax
Matters.................................................
Section 8.12 Periodic
Filings............................................
Section 8.13 Tax Treatment of Upper-Tier
Carry Forward Amounts
and Basis Risk Carry Forward Amounts......................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Liquidation
or Purchase of the Mortgage
Loans.....................................................
Section 9.02 Final Distribution on the
Certificates......................
Section 9.03 Additional Termination
Requirements.........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment...................................................
Section 10.02 Recordation of Agreement;
Counterparts......................
Section 10.03 Governing
Law...............................................
Section 10.04 Intention of
Parties........................................
Section 10.05
Notices.....................................................
Section 10.06 Severability of
Provisions..................................
Section 10.07 Assignment; Sales; Advance
Facilities.......................
Section 10.08 Limitation on Rights of
Certificateholders..................
Section 10.09 Inspection and Audit
Rights.................................
Section 10.10 Certificates Nonassessable and
Fully Paid...................
Section 10.11 Waiver of Jury
Trial........................................
Section 10.12 Limitation of
Damages.......................................
Section 10.13 Rights of the Swap
Provider.................................
Section 10.14 No
Solicitation.............................................
SCHEDULES
Schedule I Mortgage Loan Schedule
Schedule II Representations and Warranties
of NCHLS, as the Servicer
EXHIBITS
Exhibit A-1 Form of Class A, Class M and
Class B Certificates
Exhibit B Form of Class P
Certificate
Exhibit C Form of Class C
Certificate
Exhibit D-1 Form of Class R-1
Certificate
Exhibit D-2 Form of Class R-2
Certificate
Exhibit D-3 Form of Class R-3
Certificate
Exhibit E Form of Class X
Certificate
Exhibit F Form of Initial
Certification of Trustee
Exhibit G Form of Document
Certification and Exception Report of Trustee
Exhibit H Form of Residual Transfer
Affidavit
Exhibit I Form of Transferor
Certificate
Exhibit J Form of Rule 144A Letter
Exhibit K Form of Investment Letter
(Non-Rule 144A)
Exhibit L Form of Request for
Release
Exhibit M Contents of Each Mortgage
File
Exhibit N Servicer Reporting
Requirements
Exhibit O Form of Certification to be
provided with Form 10-K
Exhibit P Form of Trustee
Certification to be provided to Depositor
Exhibit Q Form of Servicer
Certification to be provided to Depositor
Exhibit R Responsible Party
Agreements
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of November 1,
2005,
is among GS MORTGAGE SECURITIES CORP., a
Delaware corporation (the "Depositor"),
NATIONAL CITY HOME LOAN SERVICES, INC., a
Delaware corporation ("NCHLS"), as
Servicer, and DEUTSCHE BANK NATIONAL TRUST
COMPANY, a national banking
association, as trustee (the
"Trustee").
W I T N E S S E T H:
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that five segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment
Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the Supplemental
Interest Trust, (iv) the Excess Reserve
Fund Account, and (v) the right of the
LIBOR Certificates to receive Upper-Tier
Carry Forward Amounts and, without
duplication, Basis Risk Carry Forward Amounts
and the obligation to pay Class IO
Shortfalls) be treated for federal income tax
purposes as comprising five REMICs (each, a
"Trust REMIC" or, in the
alternative, Pooling-Tier REMIC-1,
Pooling-Tier REMIC-2, the Lower-Tier REMIC,
the Upper-Tier REMIC and the Class X REMIC,
respectively). The Class X Interest
and each Class of LIBOR Certificates (other
than the right of each Class of
LIBOR Certificates to receive Upper-Tier
Carry Forward Amounts and, without
duplication, Basis Risk Carry Forward
Amounts) and the obligation to pay Class
IO Shortfalls represents ownership of a
regular interest in a REMIC for purposes
of the REMIC Provisions.
The Class R-3 Certificates represent ownership of the sole class
of
residual interest in the Class X REMIC. The
Class R-2 Certificates represent
ownership of the sole class of residual
interest in Pooling-Tier REMIC-1 for
purposes of the REMIC Provisions. The Class
R-1 Certificates represent ownership
of the sole class of residual interest in
each of Pooling-Tier REMIC-2, the
Lower-Tier REMIC and the Upper-Tier REMIC
for purposes of the REMIC Provisions.
The Start-up Day for each REMIC described herein is the Closing
Date. The latest possible maturity date for
each Certificate is the latest date
referenced in Section 2.06.
The Class X REMIC shall hold as assets the Class UT-X Interest
and
the Class UT-IO Interest as set out below.
The Upper-Tier REMIC shall hold as
assets the several classes of
uncertificated Lower-Tier Regular Interests, set
out below. The Lower-Tier REMIC shall hold
as assets the several classes of
uncertificated Pooling-Tier REMIC-2 Regular
Interests. Pooling-Tier REMIC-2
shall hold as assets the several classes of
uncertificated Pooling-Tier REMIC-1
Regular Interests. Pooling-Tier REMIC-1
shall hold as assets the assets of the
Trust Fund (exclusive of (i) the Prepayment
Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the Supplemental
Interest Trust, (iv) the Excess Reserve
Fund Account, and (v) the right of the
LIBOR Certificates to receive Upper-Tier
Carry Forward Amounts and, without
duplication, Basis Risk Carry Forward Amounts
and the obligation to pay Class IO
Shortfalls).
For federal income tax purposes, each Class of LIBOR
Certificates,
the Class X Certificates and the Class P
Certificates represent beneficial
ownership of portions of the Trust Fund
which shall be treated as a grantor
trust as more fully described in Section
8.11.
Pooling-Tier REMIC-1
--------------------
Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such
interest is hereby designated as a regular
interest in the Pooling-Tier REMIC-1.
Pooling-Tier REMIC-1 Interests with an "I"
in their designation shall relate to Loan
Group I and Pooling-Tier REMIC-1
Interests with a "II" in their designation
shall relate to Loan Group II.
Pooling-Tier REMIC-1 shall also issue the
Class R-2 Certificates. The Class R-2
Certificates are hereby designated as the
sole class of residual interest in
Pooling-Tier REMIC-1. The Class R-2
Certificates shall have a $100 Class
Certificate Balance and shall have no
interest rate.
Pooling-Tier Initial
Pooling-Tier
Pooling-Tier
REMIC-1
REMIC-1 Principal
REMIC-1 Interest Interest Rate
Amount
---------------- -------------
--------------------
Class PT1-I-1
(1)
$15,749,062.61
Class PT1-I-2A
(2)
$2,207,192.43
Class PT1-I-2B
(3)
$2,207,192.43
Class PT1-I-3A
(2)
$2,698,261.89
Class PT1-I-3B
(3)
$2,698,261.89
Class PT1-I-4A
(2)
$3,183,879.26
Class PT1-I-4B
(3)
$3,183,879.26
Class PT1-I-5A
(2)
$3,659,772.84
Class PT1-I-5B
(3)
$3,659,772.84
Class PT1-I-6A
(2)
$4,121,158.41
Class PT1-I-6B
(3)
$4,121,158.41
Class PT1-I-7A
(2)
$4,563,182.85
Class PT1-I-7B
(3)
$4,563,182.85
Class PT1-I-8A
(2)
$4,980,960.12
Class PT1-I-8B
(3)
$4,980,960.12
Class PT1-I-9A
(2)
$5,369,665.06
Class PT1-I-9B
(3)
$5,369,665.06
Class PT1-I-10A
(2)
$5,724,610.47
Class PT1-I-10B
(3)
$5,724,610.47
Class PT1-I-11A
(2)
$6,041,104.77
Class PT1-I-11B
(3)
$6,041,104.77
Class PT1-I-12A
(2)
$5,716,458.00
Class PT1-I-12B
(3)
$5,716,458.00
Class PT1-I-13A (2)
$5,409,421.14
Class PT1-I-13B
(3)
$5,409,421.14
Class PT1-I-14A
(2)
$5,118,920.43
Class PT1-I-14B
(3)
$5,118,920.43
Class PT1-I-15A
(2)
$4,844,063.20
Class PT1-I-15B
(3)
$4,844,063.20
Class PT1-I-16A
(2)
$4,584,005.08
Class PT1-I-16B
(3)
$4,584,005.08
Class PT1-I-17A
(2)
$4,337,947.25
Class PT1-I-17B (3)
$4,337,947.25
Class PT1-I-18A
(2)
$4,105,104.63
Class PT1-I-18B
(3)
$4,105,104.63
Class PT1-I-19A
(2)
$3,884,824.56
Class PT1-I-19B
(3)
$3,884,824.56
Class PT1-I-20A
(2)
$3,676,398.44
Class PT1-I-20B
(3)
$3,676,398.44
Class PT1-I-21A
(2)
$3,479,186.75
Class PT1-I-21B
(3)
$3,479,186.75
Class PT1-I-22A (2)
$3,292,584.35
Class PT1-I-22B
(3)
$3,292,584.35
Class PT1-I-23A
(2)
$29,350,503.77
Class PT1-I-23B
(3)
$29,350,503.77
Class PT1-I-24A
(2)
$1,117,445.75
Class PT1-I-24B
(3)
$1,117,445.75
Class PT1-I-25A
(2)
$1,059,989.51
Class PT1-I-25B
(3)
$1,059,989.51
Class PT1-I-26A
(2)
$1,005,507.99
Class PT1-I-26B
(3)
$1,005,507.99
Class PT1-I-27A
(2)
$953,846.05
Class PT1-I-27B
(3)
$953,846.05
Class PT1-I-28A
(2)
$904,856.74
Class PT1-I-28B
(3)
$904,856.74
Class PT1-I-29A
(2)
$858,400.71
Class PT1-I-29B
(3)
$858,400.71
Class PT1-I-30A
(2)
$814,346.57
Class PT1-I-30B
(3)
$814,346.57
Class PT1-I-31A
(2)
$772,568.74
Class PT1-I-31B
(3)
$772,568.74
Class PT1-I-32A
(2)
$732,949.23
Class PT1-I-32B
(3)
$732,949.23
Class PT1-I-33A
(2)
$695,375.82
Class PT1-I-33B
(3)
$695,375.82
Class PT1-I-34A
(2)
$659,741.50
Class PT1-I-34B
(3)
$659,741.50
Class PT1-I-35A
(2)
$6,825,775.64
Class PT1-I-35B
(3)
$6,825,775.64
Class PT1-I-36A
(2)
$252,902.14
Class PT1-I-36B
(3)
$252,902.14
Class PT1-I-37A
(2)
$241,241.86
Class PT1-I-37B
(3)
$241,241.86
Class PT1-I-38A
(2)
$230,119.66
Class PT1-I-38B
(3)
$230,119.66
Class PT1-I-39A
(2)
$219,509.99
Class PT1-I-39B
(3)
$219,509.99
Class PT1-I-40A
(2)
$209,390.08
Class PT1-I-40B
(3)
$209,390.08
Class PT1-I-41A
(2)
$199,736.57
Class PT1-I-41B
(3)
$199,736.57
Class PT1-I-42A
(2)
$190,528.10
Class PT1-I-42B
(3)
$190,528.10
Class PT1-I-43A
(2)
$181,744.31
Class PT1-I-43B
(3)
$181,744.31
Class PT1-I-44A
(2)
$173,365.62
Class PT1-I-44B
(3)
$173,365.62
Class PT1-I-45A
(2)
$165,373.08
Class PT1-I-45B
(3)
$165,373.08
Class PT1-I-46A
(2)
$157,748.90
Class PT1-I-46B
(3)
$157,748.90
Class PT1-I-47A
(2)
$150,476.53
Class PT1-I-47B
(3)
$150,476.53
Class PT1-I-48A
(2)
$143,538.98
Class PT1-I-48B
(3)
$143,538.98
Class PT1-I-49A
(2)
$136,921.28
Class PT1-I-49B
(3)
$136,921.28
Class PT1-I-50A
(2)
$130,608.87
Class PT1-I-50B
(3)
$130,608.87
Class PT1-I-51A
(2)
$124,586.96
Class PT1-I-51B
(3)
$124,586.96
Class PT1-I-52A
(2)
$118,842.97
Class PT1-I-52B
(3)
$118,842.97
Class PT1-I-53A
(2)
$113,363.73
Class PT1-I-53B
(3)
$113,363.73
Class PT1-I-54A
(2)
$108,136.66
Class PT1-I-54B
(3)
$108,136.66
Class PT1-I-55A
(2)
$103,150.58
Class PT1-I-55B
(3)
$103,150.58
Class PT1-I-56A
(2)
$98,394.50
Class PT1-I-56B
(3)
$98,394.50
Class PT1-I-57A
(2)
$93,857.25
Class PT1-I-57B
(3)
$93,857.25
Class PT1-I-58A
(2)
$89,529.25
Class PT1-I-58B
(3)
$89,529.25
Class PT1-I-59A
(2)
$169,201.14
Class PT1-I-59B
(3)
$169,201.14
Class PT1-I-60A
(2)
$76,785.02
Class PT1-I-60B
(3)
$76,785.02
Class PT1-I-61A
(2)
$1,602,148.09
Class PT1-I-61B
(3)
$1,602,148.09
Class PT1-II-1
(4)
$23,691,008.64
Class PT1-II-2A
(5)
$3,320,215.57
Class PT1-II-2B
(6)
$3,320,215.57
Class PT1-II-3A
(5)
$4,058,917.11
Class PT1-II-3B
(6)
$4,058,917.11
Class PT1-II-4A
(5)
$4,789,417.24
Class PT1-II-4B
(6)
$4,789,417.24
Class PT1-II-5A
(5)
$5,505,290.16
Class PT1-II-5B
(6)
$5,505,290.16
Class PT1-II-6A
(5)
$6,199,339.09
Class PT1-II-6B
(6)
$6,199,339.09
Class PT1-II-7A
(5)
$6,864,263.65
Class PT1-II-7B
(6)
$6,864,263.65
Class PT1-II-8A
(5)
$7,492,713.88
Class PT1-II-8B
(6)
$7,492,713.88
Class PT1-II-9A
(5)
$8,077,431.44
Class PT1-II-9B
(6)
$8,077,431.44
Class PT1-II-10A
(5)
$8,611,365.53
Class PT1-II-10B
(6)
$8,611,365.53
Class PT1-II-11A
(5)
$9,087,458.73
Class PT1-II-11B
(6)
$9,087,458.73
Class PT1-II-12A
(5)
$8,599,102.00
Class PT1-II-12B
(6)
$8,599,102.00
Class PT1-II-13A
(5)
$8,137,235.36
Class PT1-II-13B
(6)
$8,137,235.36
Class PT1-II-14A
(5)
$7,700,243.57
Class PT1-II-14B
(6)
$7,700,243.57
Class PT1-II-15A
(5)
$7,286,783.80
Class PT1-II-15B
(6)
$7,286,783.80
Class PT1-II-16A
(5)
$6,895,585.92
Class PT1-II-16B
(6)
$6,895,585.92
Class PT1-II-17A
(5)
$6,525,448.25
Class PT1-II-17B
(6)
$6,525,448.25
Class PT1-II-18A
(5)
$6,175,189.87
Class PT1-II-18B
(6)
$6,175,189.87
Class PT1-II-19A
(5)
$5,843,828.94
Class PT1-II-19B
(6)
$5,843,828.94
Class PT1-II-20A
(5)
$5,530,299.56
Class PT1-II-20B
(6)
$5,530,299.56
Class PT1-II-21A
(5)
$5,233,639.75
Class PT1-II-21B
(6)
$5,233,639.75
Class PT1-II-22A
(5)
$4,952,939.15
Class PT1-II-22B
(6)
$4,952,939.15
Class PT1-II-23A
(5)
$44,151,111.73
Class PT1-II-23B
(6)
$44,151,111.73
Class PT1-II-24A
(5)
$1,680,941.25
Class PT1-II-24B
(6)
$1,680,941.25
Class PT1-II-25A
(5)
$1,594,511.49
Class PT1-II-25B
(6)
$1,594,511.49
Class PT1-II-26A
(5)
$1,512,556.51
Class PT1-II-26B
(6)
$1,512,556.51
Class PT1-II-27A
(5)
$1,434,842.95
Class PT1-II-27B
(6)
$1,434,842.95
Class PT1-II-28A
(5)
$1,361,149.76
Class PT1-II-28B
(6)
$1,361,149.76
Class PT1-II-29A
(5)
$1,291,267.29
Class PT1-II-29B
(6)
$1,291,267.29
Class PT1-II-30A
(5)
$1,224,997.93
Class PT1-II-30B
(6)
$1,224,997.93
Class PT1-II-31A
(5)
$1,162,152.76
Class PT1-II-31B
(6)
$1,162,152.76
Class PT1-II-32A
(5)
$1,102,554.27
Class PT1-II-32B
(6)
$1,102,554.27
Class PT1-II-33A
(5)
$1,046,033.68
Class PT1-II-33B
(6)
$1,046,033.68
Class PT1-II-34A
(5)
$992,430.00
Class PT1-II-34B
(6)
$992,430.00
Class PT1-II-35A
(5)
$10,267,816.36
Class PT1-II-35B
(6)
$10,267,816.36
Class PT1-II-36A
(5)
$380,433.36
Class PT1-II-36B
(6)
$380,433.36
Class PT1-II-37A
(5)
$362,893.14
Class PT1-II-37B
(6)
$362,893.14
Class PT1-II-38A
(5)
$346,162.34
Class PT1-II-38B
(6)
$346,162.34
Class PT1-II-39A
(5)
$330,202.51
Class PT1-II-39B
(6)
$330,202.51
Class PT1-II-40A
(5)
$314,979.42
Class PT1-II-40B
(6)
$314,979.42
Class PT1-II-41A
(5)
$300,457.93
Class PT1-II-41B
(6)
$300,457.93
Class PT1-II-42A
(5)
$286,605.90
Class PT1-II-42B
(6)
$286,605.90
Class PT1-II-43A
(5)
$273,392.69
Class PT1-II-43B
(6)
$273,392.69
Class PT1-II-44A
(5)
$260,788.88
Class PT1-II-44B
(6)
$260,788.88
Class PT1-II-45A
(5)
$248,765.92
Class PT1-II-45B
(6)
$248,765.92
Class PT1-II-46A
(5)
$237,297.10
Class PT1-II-46B
(6)
$237,297.10
Class PT1-II-47A
(5)
$226,357.47
Class PT1-II-47B
(6)
$226,357.47
Class PT1-II-48A
(5)
$215,921.52
Class PT1-II-48B
(6)
$215,921.52
Class PT1-II-49A
(5)
$205,966.72
Class PT1-II-49B
(6)
$205,966.72
Class PT1-II-50A
(5)
$196,471.13
Class PT1-II-50B
(6)
$196,471.13
Class PT1-II-51A
(5)
$187,412.54
Class PT1-II-51B
(6)
$187,412.54
Class PT1-II-52A
(5)
$178,772.03
Class PT1-II-52B
(6)
$178,772.03
Class PT1-II-53A
(5)
$170,529.77
Class PT1-II-53B
(6)
$170,529.77
Class PT1-II-54A
(5)
$162,666.84
Class PT1-II-54B
(6)
$162,666.84
Class PT1-II-55A
(5)
$155,166.42
Class PT1-II-55B
(6)
$155,166.42
Class PT1-II-56A
(5)
$148,012.00
Class PT1-II-56B
(6)
$148,012.00
Class PT1-II-57A
(5)
$141,186.75
Class PT1-II-57B
(6)
$141,186.75
Class PT1-II-58A
(5)
$134,676.25
Class PT1-II-58B
(6)
$134,676.25
Class PT1-II-59A
(5)
$254,524.36
Class PT1-II-59B
(6)
$254,524.36
Class PT1-II-60A
(5)
$115,505.48
Class PT1-II-60B
(6)
$115,505.48
Class PT1-II-61A
(5)
$2,410,064.91
Class PT1-II-61B
(6)
$2,410,064.91
Class PT1-R
(7)
$100.00
--------------------
(1) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group I WAC Rate.
(2) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 Loan Group I WAC Rate, subject to
a maximum
rate of 9.5050%.
(3) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
Group I
WAC Rate over (B) 9.5050%.
(4) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group II WAC Rate.
(5) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 Loan Group II WAC Rate, subject
to
a maximum
rate of 9.5050%.
(6) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
Group II
WAC Rate over (B) 9.5050%.
(7) The Class PT1-R Interest
shall not bear interest.
On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of
Pooling-Tier REMIC-1 all expenses of the
Trust for such Distribution Date. Such
expense, other than Servicing Fees and
Trustee Fees, shall be allocated in the
same manner as Realized Losses.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans from the related Loan
Group for such Distribution Date shall
be deemed to be distributed to the
Pooling-Tier REMIC-1 Regular Interests at the
rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group I Mortgage Loans shall be
allocated to the Class R-2 Certificates
pursuant to Section 4.02(a)(iii) until
its Class Certificate Balance is reduced to
zero, then to the outstanding
Pooling-Tier REMIC-1 Regular Interest
relating to Loan Group I with the lowest
numerical denomination (other than the
Class PT1-1 Interest) until the
Pooling-Tier REMIC-1 Principal Amount of
such interest is reduced to zero,
provided that, with respect to Pooling-Tier
REMIC-1 Regular Interests relating
to Loan Group I with the same numerical
denomination, such Realized Losses and
payments of principal shall be allocated
pro rata between such Pooling-Tier
REMIC-1 Regular Interests, and then to the
Class PT1-1 Interest until the
Pooling-Tier REMIC-1 Principal Amount of
such interest is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group II Mortgage Loans shall be
allocated to the outstanding Pooling-Tier
REMIC-1 Regular Interest relating to
Loan Group II with the lowest numerical
denomination (other than the Class
PT1-II-1 Interest) until the Pooling-Tier
REMIC-1 Principal Amount of such
interest is reduced to zero, provided that,
with respect to Pooling-Tier REMIC-1
Regular Interests relating to Loan Group II
with the same numerical
denomination, such Realized Losses and
payments of principal shall be allocated
pro rata between such Pooling-Tier REMIC-1
Regular Interests, and then to the
Class PT1-II-1 Interest until the
Pooling-Tier REMIC-1 Principal Amount of such
interest is reduced to zero.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such
interest, other than the Class PT2-R
Interest, is hereby designated as a regular
interest in Pooling-Tier REMIC-2.
Pooling-Tier REMIC-2 Interests with an "I"
in their designation shall relate to
Loan Group I and Pooling Tier REMIC-2
Interests with a "II" in their designation
shall relate to Loan Group II. The Class
PT2-R Interest is hereby designated as
the sole class of residual interest in
Pooling-Tier REMIC-2 and shall be
represented by the Class R-1
Certificates.
<TABLE>
<CAPTION>
Corresponding
Corresponding
Scheduled
Pooling-Tier
Pooling-Tier
Corresponding
Pooling-Tier
Crossover
Pooling-Tier
REMIC-2 REMIC-2
Initial
Pooling-Tier
REMIC-1
Distribution
REMIC-2 Interest Interest Rate
Principal Amount
REMIC-2 IO
Regular Interest
Date
------------------ ------------- ----------------
------------------ ----------------
--------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1)
$15,749,012.61 N/A
N/A
N/A
Class PT2-I-2A
(2)
$2,207,192.43 Class PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3)
$2,207,192.43 N/A
N/A
N/A
Class PT2-I-3A
(2)
$2,698,261.89 Class PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3)
$2,698,261.89 N/A
N/A
N/A
Class PT2-I-4A
(2)
$3,183,879.26 Class PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3)
$3,183,879.26 N/A
N/A
N/A
Class PT2-I-5A
(2)
$3,659,772.84 Class PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3)
$3,659,772.84 N/A
N/A
N/A
Class PT2-I-6A
(2)
$4,121,158.41 Class PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3)
$4,121,158.41 N/A
N/A
N/A
Class PT2-I-7A
(2)
$4,563,182.85 Class PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3)
$4,563,182.85 N/A
N/A
N/A
Class PT2-I-8A
(2)
$4,980,960.12 Class PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3)
$4,980,960.12 N/A
N/A
N/A
Class PT2-I-9A
(2)
$5,369,665.06 Class PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3)
$5,369,665.06 N/A
N/A
N/A
Class PT2-I-10A
(2)
$5,724,610.47 Class PT2-I-IO-10
N/A
N/A
Class PT2-I-10B
(3)
$5,724,610.47 N/A
N/A
N/A
Class PT2-I-11A
(2)
$6,041,104.77 Class PT2-I-IO-11
N/A
N/A
Class PT2-I-11B
(3)
$6,041,104.77 N/A
N/A
N/A
Class PT2-I-12A
(2)
$5,716,458.00 Class PT2-I-IO-12
N/A
N/A
Class PT2-I-12B
(3)
$5,716,458.00 N/A
N/A
N/A
Class PT2-I-13A
(2)
$5,409,421.14 Class PT2-I-IO-13
N/A
N/A
Class PT2-I-13B
(3)
$5,409,421.14 N/A
N/A
N/A
Class PT2-I-14A
(2)
$5,118,920.43 Class PT2-I-IO-14
N/A
N/A
Class PT2-I-14B
(3)
$5,118,920.43 N/A
N/A
N/A
Class PT2-I-15A
(2)
$4,844,063.20 Class PT2-I-IO-15
N/A
N/A
Class PT2-I-15B
(3)
$4,844,063.20 N/A
N/A
N/A
Class PT2-I-16A
(2)
$4,584,005.08 Class PT2-I-IO-16
N/A
N/A
Class PT2-I-16B
(3)
$4,584,005.08 N/A
N/A
N/A
Class PT2-I-17A
(2)
$4,337,947.25 Class PT2-I-IO-17
N/A
N/A
Class PT2-I-17B
(3)
$4,337,947.25 N/A
N/A
N/A
Class PT2-I-18A
(2)
$4,105,104.63 Class PT2-I-IO-18
N/A
N/A
Class PT2-I-18B
(3)
$4,105,104.63 N/A
N/A
N/A
Class PT2-I-19A
(2)
$3,884,824.56 Class PT2-I-IO-19
N/A
N/A
Class PT2-I-19B
(3)
$3,884,824.56 N/A
N/A
N/A
Class PT2-I-20A
(2)
$3,676,398.44 Class PT2-I-IO-20
N/A
N/A
Class PT2-I-20B
(3)
$3,676,398.44 N/A
N/A
N/A
Class PT2-I-21A
(2)
$3,479,186.75 Class PT2-I-IO-21
N/A
N/A
Class PT2-I-21B
(3)
$3,479,186.75 N/A
N/A
N/A
Class PT2-I-22A
(2)
$3,292,584.35 Class PT2-I-IO-22
N/A
N/A
Class PT2-I-22B
(3)
$3,292,584.35 N/A
N/A
N/A
Class PT2-I-23A
(2)
$29,350,503.77 Class PT2-I-IO-23
N/A
N/A
Class PT2-I-23B
(3)
$29,350,503.77
N/A
N/A
N/A
Class PT2-I-24A
(2)
$1,117,445.75 Class PT2-I-IO-24
N/A
N/A
Class PT2-I-24B
(3)
$1,117,445.75 N/A
N/A
N/A
Class PT2-I-25A
(2)
$1,059,989.51 Class PT2-I-IO-25
N/A
N/A
Class PT2-I-25B
(3)
$1,059,989.51 N/A
N/A
N/A
Class PT2-I-26A
(2)
$1,005,507.99
Class
PT2-I-IO-26 N/A
N/A
Class PT2-I-26B
(3)
$1,005,507.99 N/A
N/A
N/A
Class PT2-I-27A
(2)
$953,846.05 Class PT2-I-IO-27
N/A
N/A
Class PT2-I-27B
(3)
$953,846.05 N/A
N/A
N/A
Class PT2-I-28A
(2)
$904,856.74 Class PT2-I-IO-28
N/A
N/A
Class PT2-I-28B
(3)
$904,856.74
N/A
N/A
N/A
Class PT2-I-29A
(2)
$858,400.71 Class PT2-I-IO-29
N/A
N/A
Class PT2-I-29B
(3)
$858,400.71 N/A
N/A
N/A
Class PT2-I-30A
(2)
$814,346.57 Class PT2-I-IO-30
N/A
N/A
Class PT2-I-30B
(3)
$814,346.57 N/A
N/A
N/A
Class PT2-I-31A
(2)
$772,568.74 Class PT2-I-IO-31
N/A
N/A
Class PT2-I-31B
(3)
$772,568.74 N/A
N/A
N/A
Class PT2-I-32A
(2)
$732,949.23 Class PT2-I-IO-32
N/A
N/A
Class PT2-I-32B
(3)
$732,949.23 N/A
N/A
N/A
Class PT2-I-33A
(2)
$695,375.82 Class PT2-I-IO-33
N/A
N/A
Class PT2-I-33B
(3)
$695,375.82 N/A
N/A
N/A
Class PT2-I-34A
(2)
$659,741.50 Class PT2-I-IO-34
N/A
N/A
Class PT2-I-34B
(3)
$659,741.50 N/A
N/A
N/A
Class PT2-I-35A
(2)
$6,825,775.64 Class PT2-I-IO-35
N/A
N/A
Class PT2-I-35B
(3)
$6,825,775.64 N/A
N/A
N/A
Class PT2-I-36A
(2)
$252,902.14 Class PT2-I-IO-36
N/A
N/A
Class PT2-I-36B
(3)
$252,902.14 N/A
N/A
N/A
Class PT2-I-37A
(2)
$241,241.86 Class PT2-I-IO-37
N/A
N/A
Class PT2-I-37B
(3)
$241,241.86 N/A
N/A
N/A
Class PT2-I-38A
(2)
$230,119.66 Class PT2-I-IO-38
N/A
N/A
Class PT2-I-38B
(3)
$230,119.66 N/A
N/A
N/A
Class PT2-I-39A
(2)
$219,509.99 Class PT2-I-IO-39
N/A
N/A
Class PT2-I-39B
(3)
$219,509.99 N/A
N/A
N/A
Class PT2-I-40A
(2)
$209,390.08 Class PT2-I-IO-40
N/A
N/A
Class PT2-I-40B
(3)
$209,390.08 N/A
N/A
N/A
Class PT2-I-41A
(2)
$199,736.57 Class PT2-I-IO-41
N/A
N/A
Class PT2-I-41B
(3)
$199,736.57 N/A
N/A
N/A
Class PT2-I-42A
(2)
$190,528.10 Class PT2-I-IO-42
N/A
N/A
Class PT2-I-42B
(3)
$190,528.10 N/A
N/A
N/A
Class PT2-I-43A
(2)
$181,744.31 Class PT2-I-IO-43
N/A
N/A
Class PT2-I-43B
(3)
$181,744.31 N/A
N/A
N/A
Class PT2-I-44A
(2)
$173,365.62 Class PT2-I-IO-44
N/A
N/A
Class PT2-I-44B
(3)
$173,365.62 N/A
N/A
N/A
Class PT2-I-45A
(2)
$165,373.08 Class PT2-I-IO-45
N/A
N/A
Class PT2-I-45B
(3)
$165,373.08 N/A
N/A
N/A
Class PT2-I-46A
(2)
$157,748.90
Class
PT2-I-IO-46 N/A
N/A
Class PT2-I-46B
(3)
$157,748.90 N/A
N/A
N/A
Class PT2-I-47A
(2)
$150,476.53 Class PT2-I-IO-47
N/A
N/A
Class PT2-I-47B
(3)
$150,476.53 N/A
N/A
N/A
Class PT2-I-48A
(2)
$143,538.98 Class PT2-I-IO-48
N/A
N/A
Class PT2-I-48B
(3)
$143,538.98 N/A
N/A
N/A
Class PT2-I-49A
(2)
$136,921.28 Class PT2-I-IO-49
N/A
N/A
Class PT2-I-49B
(3)
$136,921.28 N/A
N/A
N/A
Class PT2-I-50A
(2)
$130,608.87 Class PT2-I-IO-50
N/A
N/A
Class PT2-I-50B
(3)
$130,608.87 N/A
N/A
N/A
Class PT2-I-51A
(2)
$124,586.96 Class PT2-I-IO-51
N/A
N/A
Class PT2-I-51B
(3)
$124,586.96 N/A
N/A
N/A
Class PT2-I-52A
(2)
$118,842.97 Class PT2-I-IO-52
N/A
N/A
Class PT2-I-52B
(3)
$118,842.97 N/A
N/A
N/A
Class PT2-I-53A
(2)
$113,363.73 Class PT2-I-IO-53
N/A
N/A
Class PT2-I-53B
(3)
$113,363.73 N/A
N/A
N/A
Class PT2-I-54A
(2)
$108,136.66 Class PT2-I-IO-54
N/A
N/A
Class PT2-I-54B
(3)
$108,136.66 N/A
N/A
N/A
Class PT2-I-55A
(2)
$103,150.58 Class PT2-I-IO-55
N/A
N/A
Class PT2-I-55B
(3)
$103,150.58 N/A
N/A
N/A
Class PT2-I-56A
(2)
$98,394.50
Class PT2-I-IO-56 N/A
N/A
Class PT2-I-56B
(3)
$98,394.50
N/A
N/A
N/A
Class PT2-I-57A
(2)
$93,857.25
Class PT2-I-IO-57 N/A
N/A
Class PT2-I-57B
(3)
$93,857.25
N/A
N/A
N/A
Class PT2-I-58A
(2)
$89,529.25
Class PT2-I-IO-58 N/A
N/A
Class PT2-I-58B
(3)
$89,529.25
N/A
N/A
N/A
Class PT2-I-59A
(2)
$169,201.14 Class PT2-I-IO-59
N/A
N/A
Class PT2-I-59B
(3)
$169,201.14 N/A
N/A
N/A
Class PT2-I-60A
(2)
$76,785.02
Class PT2-I-IO-60 N/A
N/A
Class PT2-I-60B
(3)
$76,785.02
N/A
N/A
N/A
Class PT2-I-61A
(2)
$1,602,148.09 Class PT2-I-IO-61
N/A
N/A
Class PT2-I-61B
(3)
$1,602,148.09 N/A
N/A
N/A
Class PT2-II-1
(5)
$23,691,008.64 N/A
N/A
N/A
Class PT2-II-2A
(6)
$3,320,215.57 Class PT2-II-IO-2
N/A
N/A
Class PT2-II-2B
(7)
$3,320,215.57 N/A
N/A
N/A
Class PT2-II-3A
(6)
$4,058,917.11 Class PT2-II-IO-3
N/A
N/A
Class PT2-II-3B
(7)
$4,058,917.11 N/A
N/A
N/A
Class PT2-II-4A
(6)
$4,789,417.24 Class PT2-II-IO-4
N/A
N/A
Class PT2-II-4B (7)
$4,789,417.24 N/A
N/A
N/A
Class PT2-II-5A
(6)
$5,505,290.16 Class PT2-II-IO-5
N/A
N/A
Class PT2-II-5B
(7)
$5,505,290.16 N/A
N/A
N/A
Class PT2-II-6A
(6)
$6,199,339.09 Class PT2-II-IO-6
N/A
N/A
Class PT2-II-6B
(7)
$6,199,339.09 N/A
N/A
N/A
Class PT2-II-7A
(6)
$6,864,263.65 Class PT2-II-IO-7
N/A
N/A
Class PT2-II-7B
(7)
$6,864,263.65 N/A
N/A
N/A
Class PT2-II-8A
(6)
$7,492,713.88 Class PT2-II-IO-8
N/A
N/A
Class PT2-II-8B
(7)
$7,492,713.88 N/A
N/A
N/A
Class PT2-II-9A
(6)
$8,077,431.44 Class PT2-II-IO-9
N/A
N/A
Class PT2-II-9B
(7)
$8,077,431.44 N/A
N/A
N/A
Class PT2-II-10A
(6)
$8,611,365.53 Class PT2-II-IO-10
N/A
N/A
Class PT2-II-10B
(7)
$8,611,365.53 N/A
N/A
N/A
Class PT2-II-11A
(6)
$9,087,458.73 Class PT2-II-IO-11
N/A
N/A
Class PT2-II-11B
(7)
$9,087,458.73 N/A
N/A
N/A
Class PT2-II-12A
(6)
$8,599,102.00 Class PT2-II-IO-12
N/A
N/A
Class PT2-II-12B
(7)
$8,599,102.00 N/A
N/A
N/A
Class PT2-II-13A
(6)
$8,137,235.36 Class PT2-II-IO-13
N/A
N/A
Class PT2-II-13B
(7)
$8,137,235.36 N/A
N/A
N/A
Class PT2-II-14A
(6)
$7,700,243.57 Class PT2-II-IO-14
N/A
N/A
Class PT2-II-14B
(7)
$7,700,243.57 N/A
N/A
N/A
Class PT2-II-15A
(6)
$7,286,783.80 Class PT2-II-IO-15
N/A
N/A
Class PT2-II-15B
(7)
$7,286,783.80 N/A
N/A
N/A
Class PT2-II-16A
(6)
$6,895,585.92 Class PT2-II-IO-16
N/A
N/A
Class PT2-II-16B
(7)
$6,895,585.92 N/A
N/A
N/A
Class PT2-II-17A
(6)
$6,525,448.25 Class PT2-II-IO-17
N/A
N/A
Class PT2-II-17B
(7)
$6,525,448.25 N/A
N/A
N/A
Class PT2-II-18A
(6)
$6,175,189.87 Class PT2-II-IO-18
N/A
N/A
Class PT2-II-18B
(7)
$6,175,189.87 N/A
N/A
N/A
Class PT2-II-19A
(6)
$5,843,828.94 Class PT2-II-IO-19
N/A
N/A
Class PT2-II-19B
(7)
$5,843,828.94 N/A
N/A
N/A
Class PT2-II-20A
(6)
$5,530,299.56 Class PT2-II-IO-20
N/A
N/A
Class PT2-II-20B
(7)
$5,530,299.56 N/A
N/A
N/A
Class PT2-II-21A
(6)
$5,233,639.75 Class PT2-II-IO-21
N/A
N/A
Class PT2-II-21B
(7)
$5,233,639.75 N/A
N/A
N/A
Class PT2-II-22A
(6)
$4,952,939.15 Class PT2-II-IO-22
N/A
N/A
Class PT2-II-22B
(7)
$4,952,939.15 N/A
N/A
N/A
Class PT2-II-23A
(6)
$44,151,111.73 Class PT2-II-IO-23
N/A
N/A
Class PT2-II-23B
(7)
$44,151,111.73 N/A
N/A
N/A
Class PT2-II-24A
(6)
$1,680,941.25 Class PT2-II-IO-24
N/A
N/A
Class PT2-II-24B
(7)
$1,680,941.25 N/A
N/A
N/A
Class PT2-II-25A
(6)
$1,594,511.49 Class PT2-II-IO-25
N/A
N/A
Class PT2-II-25B
(7)
$1,594,511.49 N/A
N/A
N/A
Class PT2-II-26A
(6)
$1,512,556.51 Class PT2-II-IO-26
N/A
N/A
Class PT2-II-26B
(7)
$1,512,556.51 N/A
N/A
N/A
Class PT2-II-27A
(6)
$1,434,842.95 Class PT2-II-IO-27
N/A
N/A
Class PT2-II-27B
(7)
$1,434,842.95 N/A
N/A
N/A
Class PT2-II-28A
(6)
$1,361,149.76 Class PT2-II-IO-28
N/A
N/A
Class PT2-II-28B
(7)
$1,361,149.76 N/A
N/A
N/A
Class PT2-II-29A
(6)
$1,291,267.29 Class PT2-II-IO-29
N/A
N/A
Class PT2-II-29B
(7)
$1,291,267.29
N/A
N/A
N/A
Class PT2-II-30A
(6)
$1,224,997.93 Class PT2-II-IO-30
N/A
N/A
Class PT2-II-30B
(7)
$1,224,997.93 N/A
N/A
N/A
Class PT2-II-31A
(6)
$1,162,152.76 Class PT2-II-IO-31
N/A
N/A
Class PT2-II-31B
(7)
$1,162,152.76 N/A
N/A
N/A
Class PT2-II-32A
(6)
$1,102,554.27 Class PT2-II-IO-32
N/A
N/A
Class PT2-II-32B
(7)
$1,102,554.27 N/A
N/A
N/A
Class PT2-II-33A
(6)
$1,046,033.68 Class PT2-II-IO-33
N/A
N/A
Class PT2-II-33B
(7)
$1,046,033.68 N/A
N/A
N/A
Class PT2-II-34A
(6)
$992,430.00 Class PT2-II-IO-34
N/A
N/A
Class PT2-II-34B
(7)
$992,430.00 N/A
N/A
N/A
Class PT2-II-35A
(6)
$10,267,816.36 Class PT2-II-IO-35
N/A
N/A
Class PT2-II-35B
(7)
$10,267,816.36 N/A
N/A
N/A
Class PT2-II-36A
(6)
$380,433.36 Class PT2-II-IO-36
N/A
N/A
Class PT2-II-36B
(7)
$380,433.36 N/A
N/A
N/A
Class PT2-II-37A
(6)
$362,893.14 Class PT2-II-IO-37
N/A
N/A
Class PT2-II-37B
(7)
$362,893.14 N/A
N/A
N/A
Class PT2-II-38A
(6)
$346,162.34 Class PT2-II-IO-38
N/A
N/A
Class PT2-II-38B
(7)
$346,162.34 N/A
N/A
N/A
Class PT2-II-39A
(6)
$330,202.51 Class PT2-II-IO-39
N/A
N/A
Class PT2-II-39B
(7)
$330,202.51 N/A
N/A
N/A
Class PT2-II-40A
(6)
$314,979.42 Class PT2-II-IO-40
N/A
N/A
Class PT2-II-40B
(7)
$314,979.42 N/A
N/A
N/A
Class PT2-II-41A
(6)
$300,457.93 Class PT2-II-IO-41
N/A
N/A
Class PT2-II-41B
(7)
$300,457.93 N/A
N/A
N/A
Class PT2-II-42A
(6)
$286,605.90 Class PT2-II-IO-42
N/A
N/A
Class PT2-II-42B
(7)
$286,605.90 N/A
N/A
N/A
Class PT2-II-43A
(6)
$273,392.69 Class PT2-II-IO-43
N/A
N/A
Class PT2-II-43B
(7)
$273,392.69 N/A
N/A
N/A
Class PT2-II-44A
(6)
$260,788.88 Class PT2-II-IO-44
N/A
N/A
Class PT2-II-44B
(7)
$260,788.88 N/A
N/A
N/A
Class PT2-II-45A
(6)
$248,765.92 Class PT2-II-IO-45
N/A
N/A
Class PT2-II-45B
(7)
$248,765.92 N/A
N/A
N/A
Class PT2-II-46A
(6)
$237,297.10 Class PT2-II-IO-46
N/A
N/A
Class PT2-II-46B
(7)
$237,297.10 N/A
N/A
N/A
Class PT2-II-47A
(6)
$226,357.47 Class PT2-II-IO-47
N/A
N/A
Class PT2-II-47B
(7)
$226,357.47 N/A
N/A
N/A
Class PT2-II-48A
(6)
$215,921.52 Class PT2-II-IO-48
N/A
N/A
Class PT2-II-48B
(7)
$215,921.52 N/A
N/A
N/A
Class PT2-II-49A
(6)
$205,966.72 Class PT2-II-IO-49
N/A
N/A
Class PT2-II-49B
(7)
$205,966.72
N/A
N/A
N/A
Class PT2-II-50A
(6)
$196,471.13 Class PT2-II-IO-50
N/A
N/A
Class PT2-II-50B
(7)
$196,471.13 N/A
N/A
N/A
Class PT2-II-51A
(6)
$187,412.54 Class PT2-II-IO-51
N/A
N/A
Class PT2-II-51B
(7)
$187,412.54 N/A
N/A
N/A
Class PT2-II-52A
(6)
$178,772.03 Class PT2-II-IO-52
N/A
N/A
Class PT2-II-52B
(7)
$178,772.03 N/A
N/A
N/A
Class PT2-II-53A
(6)
$170,529.77 Class PT2-II-IO-53
N/A
N/A
Class PT2-II-53B
(7)
$170,529.77 N/A
N/A
N/A
Class PT2-II-54A
(6)
$162,666.84 Class PT2-II-IO-54
N/A
N/A
Class PT2-II-54B
(7)
$162,666.84 N/A
N/A
N/A
Class PT2-II-55A
(6)
$155,166.42 Class PT2-II-IO-55
N/A
N/A
Class PT2-II-55B
(7)
$155,166.42 N/A
N/A
N/A
Class PT2-II-56A
(6)
$148,012.00 Class PT2-II-IO-56
N/A
N/A
Class PT2-II-56B
(7)
$148,012.00 N/A
N/A
N/A
Class PT2-II-57A
(6)
$141,186.75 Class PT2-II-IO-57
N/A
N/A
Class PT2-II-57B
(7)
$141,186.75 N/A
N/A
N/A
Class PT2-II-58A
(6)
$134,676.25 Class PT2-II-IO-58
N/A
N/A
Class PT2-II-58B
(7)
$134,676.25 N/A
N/A
N/A
Class PT2-II-59A
(6)
$254,524.36 Class PT2-II-IO-59
N/A
N/A
Class PT2-II-59B
(7)
$254,524.36 N/A
N/A
N/A
Class PT2-II-60A
(6)
$115,505.48 Class PT2-II-IO-60
N/A
N/A
Class PT2-II-60B
(7)
$115,505.48 N/A
N/A
N/A
Class PT2-II-61A
(6)
$2,410,064.91 Class PT2-II-IO-61
N/A
N/A
Class PT2-II-61B
(7)
$2,410,064.91 N/A
N/A
N/A
Class PT2-I-IO-2
(4)
(4) N/A
Class PT1-I-2A December
2005
Class PT2-I-IO-3
(4)
(4) N/A
Class PT1-I-3A January 2006
Class PT2-I-IO-4
(4)
(4) N/A
Class PT1-I-4A February
2006
Class PT2-I-IO-5
(4)
(4) N/A
Class PT1-I-5A March 2006
Class PT2-I-IO-6
(4)
(4) N/A
Class PT1-I-6A April 2006
Class PT2-I-IO-7
(4)
(4) N/A
Class PT1-I-7A May 2006
Class PT2-I-IO-8
(4)
(4) N/A
Class PT1-I-8A June 2006
Class PT2-I-IO-9
(4)
(4) N/A
Class PT1-I-9A July 2006
Class PT2-I-IO-10
(4)
(4) N/A
Class PT1-I-10A August 2006
Class PT2-I-IO-11
(4)
(4) N/A
Class PT1-I-11A September 2006
Class PT2-I-IO-12
(4)
(4) N/A
Class PT1-I-12A October 2006
Class PT2-I-IO-13
(4)
(4) N/A
Class PT1-I-13A November 2006
Class PT2-I-IO-14
(4)
(4) N/A
Class PT1-I-14A December 2006
Class PT2-I-IO-15
(4)
(4) N/A
Class PT1-I-15A January 2007
Class PT2-I-IO-16
(4)
(4) N/A
Class PT1-I-16A February 2007
Class PT2-I-IO-17
(4)
(4) N/A
Class PT1-I-17A March 2007
Class PT2-I-IO-18
(4)
(4) N/A
Class PT1-I-18A April 2007
Class PT2-I-IO-19
(4)
(4) N/A
Class PT1-I-19A May 2007
Class PT2-I-IO-20
(4)
(4) N/A
Class PT1-I-20A June 2007
Class PT2-I-IO-21
(4)
(4) N/A
Class PT1-I-21A July 2007
Class PT2-I-IO-22
(4)
(4) N/A
Class PT1-I-22A August 2007
Class PT2-I-IO-23
(4)
(4) N/A
Class PT1-I-23A September 2007
Class PT2-I-IO-24
(4)
(4) N/A
Class PT1-I-24A October 2007
Class PT2-I-IO-25
(4)
(4) N/A
Class PT1-I-25A November 2007
Class PT2-I-IO-26
(4)
(4) N/A
Class PT1-I-26A December 2007
Class PT2-I-IO-27
(4)
(4) N/A
Class PT1-I-27A January 2008
Class PT2-I-IO-28
(4)
(4) N/A
Class PT1-I-28A February 2008
Class PT2-I-IO-29
(4)
(4) N/A
Class PT1-I-29A March 2008
Class PT2-I-IO-30
(4)
(4) N/A
Class PT1-I-30A April 2008
Class PT2-I-IO-31
(4)
(4) N/A
Class PT1-I-31A May 2008
Class PT2-I-IO-32
(4)
(4) N/A
Class PT1-I-32A June 2008
Class PT2-I-IO-33
(4)
(4) N/A
Class PT1-I-33A July 2008
Class PT2-I-IO-34
(4)
(4) N/A
Class PT1-I-34A August 2008
Class PT2-I-IO-35 (4)
(4) N/A
Class PT1-I-35A September 2008
Class PT2-I-IO-36
(4)
(4) N/A
Class PT1-I-36A October 2008
Class PT2-I-IO-37
(4)
(4) N/A
Class PT1-I-37A November 2008
Class PT2-I-IO-38
(4)
(4) N/A
Class PT1-I-38A December 2008
Class PT2-I-IO-39
(4)
(4) N/A
Class PT1-I-39A January 2009
Class PT2-I-IO-40
(4)
(4) N/A
Class PT1-I-40A February 2009
Class PT2-I-IO-41
(4)
(4) N/A
Class PT1-I-41A March 2009
Class PT2-I-IO-42
(4)
(4) N/A
Class PT1-I-42A April 2009
Class PT2-I-IO-43
(4)
(4) N/A
Class PT1-I-43A May 2009
Class PT2-I-IO-44
(4)
(4)
N/A
Class PT1-I-44A June 2009
Class PT2-I-IO-45
(4)
(4) N/A
Class PT1-I-45A July 2009
Class PT2-I-IO-46
(4)
(4) N/A
Class PT1-I-46A August 2009
Class PT2-I-IO-47
(4)
(4) N/A
Class PT1-I-47A September 2009
Class PT2-I-IO-48
(4)
(4) N/A
Class PT1-I-48A October 2009
Class PT2-I-IO-49
(4)
(4) N/A
Class PT1-I-49A November 2009
Class PT2-I-IO-50
(4)
(4) N/A
Class PT1-I-50A December 2009
Class PT2-I-IO-51
(4)
(4) N/A
Class PT1-I-51A January 2010
Class PT2-I-IO-52
(4)
(4) N/A
Class PT1-I-52A February 2010
Class PT2-I-IO-53
(4)
(4) N/A
Class PT1-I-53A March 2010
Class PT2-I-IO-54
(4)
(4) N/A
Class PT1-I-54A April 2010
Class PT2-I-IO-55
(4)
(4) N/A
Class PT1-I-55A May 2010
Class PT2-I-IO-56
(4)
(4) N/A
Class PT1-I-56A June 2010
Class PT2-I-IO-57
(4)
(4) N/A
Class PT1-I-57A July 2010
Class PT2-I-IO-58
(4)
(4)
N/A
Class PT1-I-58A August 2010
Class PT2-I-IO-59
(4)
(4) N/A
Class PT1-I-59A September 2010
Class PT2-I-IO-60
(4)
(4) N/A
Class PT1-I-60A October 2005
Class PT2-I-IO-61
(4)
(4) N/A
Class PT1-I-61A November 2005
Class PT2-II-IO-2
(4)
(4) N/A
Class PT1-II-2A December 2005
Class PT2-II-IO-3
(4)
(4) N/A
Class PT1-II-3A January 2006
Class PT2-II-IO-4
(4)
(4) N/A
Class PT1-II-4A February 2006
Class PT2-II-IO-5
(4)
(4) N/A
Class PT1-II-5A March 2006
Class PT2-II-IO-6
(4)
(4) N/A
Class PT1-II-6A April 2006
Class PT2-II-IO-7
(4)
(4) N/A
Class PT1-II-7A May 2006
Class PT2-II-IO-8
(4)
(4) N/A
Class PT1-II-8A June 2006
Class PT2-II-IO-9
(4)
(4) N/A
Class PT1-II-9A July 2006
Class PT2-II-IO-10
(4)
(4) N/A
Class PT1-II-10A
August 2006
Class PT2-II-IO-11
(4)
(4) N/A
Class PT1-II-11A
September 2006
Class PT2-II-IO-12
(4)
(4) N/A
Class PT1-II-12A
October 2006
Class PT2-II-IO-13
(4)
(4) N/A
Class PT1-II-13A
November 2006
Class PT2-II-IO-14
(4)
(4) N/A
Class PT1-II-14A
December 2006
Class PT2-II-IO-15
(4)
(4) N/A
Class PT1-II-15A
January 2007
Class PT2-II-IO-16
(4)
(4) N/A
Class PT1-II-16A
February 2007
Class PT2-II-IO-17
(4)
(4) N/A
Class PT1-II-17A
March 2007
Class PT2-II-IO-18
(4)
(4) N/A
Class PT1-II-18A
April 2007
Class PT2-II-IO-19
(4)
(4) N/A
Class PT1-II-19A
May 2007
Class PT2-II-IO-20
(4)
(4) N/A
Class PT1-II-20A
June 2007
Class PT2-II-IO-21
(4)
(4) N/A
Class PT1-II-21A
July 2007
Class PT2-II-IO-22
(4)
(4) N/A
Class PT1-II-22A
August 2007
Class PT2-II-IO-23
(4)
(4) N/A
Class PT1-II-23A
September 2007
Class PT2-II-IO-24
(4)
(4) N/A
Class PT1-II-24A
October 2007
Class PT2-II-IO-25
(4)
(4) N/A
Class PT1-II-25A
November 2007
Class PT2-II-IO-26
(4)
(4) N/A
Class PT1-II-26A
December 2007
Class PT2-II-IO-27
(4)
(4) N/A
Class PT1-II-27A
January 2008
Class PT2-II-IO-28
(4)
(4) N/A
Class PT1-II-28A
February 2008
Class PT2-II-IO-29
(4)
(4) N/A
Class PT1-II-29A
March 2008
Class PT2-II-IO-30
(4)
(4) N/A
Class PT1-II-30A
April 2008
Class PT2-II-IO-31
(4)
(4) N/A
Class PT1-II-31A
May 2008
Class PT2-II-IO-32
(4)
(4) N/A
Class PT1-II-32A
June 2008
Class PT2-II-IO-33
(4)
(4) N/A
Class PT1-II-33A
July 2008
Class PT2-II-IO-34
(4)
(4) N/A
Class PT1-II-34A
August 2008
Class PT2-II-IO-35
(4)
(4) N/A
Class PT1-II-35A
September 2008
Class PT2-II-IO-36
(4)
(4) N/A
Class PT1-II-36A
October 2008
Class PT2-II-IO-37
(4)
(4) N/A
Class PT1-II-37A
November 2008
Class PT2-II-IO-38
(4)
(4) N/A
Class PT1-II-38A
December 2008
Class PT2-II-IO-39
(4)
(4) N/A
Class PT1-II-39A
January 2009
Class PT2-II-IO-40
(4)
(4) N/A
Class PT1-II-40A
February 2009
Class PT2-II-IO-41
(4)
(4) N/A
Class PT1-II-41A
March 2009
Class PT2-II-IO-42
(4)
(4) N/A
Class PT1-II-42A
April 2009
Class PT2-II-IO-43
(4)
(4) N/A
Class PT1-II-43A
May 2009
Class PT2-II-IO-44
(4)
(4) N/A
Class PT1-II-44A
June 2009
Class PT2-II-IO-45
(4)
(4) N/A
Class PT1-II-45A
July 2009
Class PT2-II-IO-46
(4)
(4) N/A
Class PT1-II-46A
August 2009
Class PT2-II-IO-47
(4)
(4) N/A
Class PT1-II-47A
September 2009
Class PT2-II-IO-48
(4)
(4) N/A
Class PT1-II-48A
October 2009
Class PT2-II-IO-49
(4)
(4) N/A
Class PT1-II-49A
November 2009
Class PT2-II-IO-50
(4)
(4) N/A
Class PT1-II-50A
December 2009
Class PT2-II-IO-51
(4)
(4) N/A
Class PT1-II-51A
January 2010
Class PT2-II-IO-52
(4)
(4) N/A
Class PT1-II-52A
February 2010
Class PT2-II-IO-53
(4)
(4) N/A
Class PT1-II-53A
March 2010
Class PT2-II-IO-54
(4)
(4) N/A
Class PT1-II-54A
April 2010
Class PT2-II-IO-55
(4)
(4) N/A
Class PT1-II-55A
May 2010
Class PT2-II-IO-56
(4)
(4) N/A
Class PT1-II-56A
June 2010
Class PT2-II-IO-57
(4)
(4) N/A
Class PT1-II-57A
July 2010
Class PT2-II-IO-58
(4)
(4) N/A
Class PT1-II-58A
August 2010
Class PT2-II-IO-59
(4)
(4) N/A
Class PT1-II-59A
September 2010
Class PT2-II-IO-60
(4)
(4) N/A
Class PT1-II-60A
October 2010
Class PT2-II-IO-61
(4)
(4) N/A
Class PT1-II-61A
November 2010
Class PT2-R
(8)
$50.00 N/A
N/A
N/A
</TABLE>
-----------------
(1) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group I WAC Rate.
(2) For any Distribution Date (and the
related Interest Accrual Period), this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group I and having an "A" in
their
class designation, provided that, on each Distribution Date on
which
interest
is distributable on the Corresponding Pooling-Tier REMIC-2 IO
Interest,
this Pooling-Tier REMIC-2 Regular Interest shall bear interest
at a per
annum rate equal to Swap LIBOR subject to a maximum rate equal
to
the
weighted average of the Pooling-Tier REMIC-1 Interest Rates on
the
Pooling-Tier REMIC-1 Regular Interests relating to Loan Group I and
having
an "A" in
their class designation.
(3) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group I and having a "B" in
their
class designation.
(4) Each Pooling-Tier REMIC-2 IO
is an interest-only interest and does not
have a
principal balance but has a notional balance ("Pooling-Tier
REMIC-2
IO
Notional Balance") equal to the Pooling-Tier REMIC-2 Principal
Amount
of the
Corresponding Pooling-Tier REMIC-1 Regular Interest. From the
Closing
Date through and including the Corresponding Actual Crossover
Distribution Date, each Pooling-Tier REMIC-2 IO Interest shall be
entitled
to receive
interest that accrues on the Corresponding Pooling-Tier REMIC-1
Regular
Interest at a rate equal to the excess, if any, of (i) the
Pooling-Tier REMIC-1 Interest Rate for the Corresponding
Pooling-Tier
REMIC-1
Regular Interest over (ii) Swap LIBOR. After the Corresponding
Actual
Crossover Distribution Date, the Pooling-Tier REMIC-2 IO
Interest
shall not
accrue interest.
(5) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group II WAC Rate.
(6) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group II and having an "A"
in
their
class designation, provided that, on each Distribution Date on
which
interest
is distributable on the Corresponding Pooling-Tier REMIC-2 IO
Interest,
this Pooling-Tier REMIC-2 Regular Interest shall bear interest
at a per
annum rate equal to Swap LIBOR subject to a maximum rate equal
to
the
weighted average of the Pooling-Tier REMIC-1 Interest Rates on
the
Pooling-Tier REMIC-1 Regular Interests relating to Loan Group II
and
having an
"A" in their class designation.
(7) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group II and having a "B" in
their
class designation.
(8) The Class PT2-R Interest
shall not bear interest.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans for such Distribution
Date shall be distributed to the
Pooling-Tier REMIC-2 Regular Interests at
the Pooling-Tier REMIC-2 Interest
Rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group I Mortgage Loans shall be
allocated to the Class R-1 Certificates in
respect of the Class PT2-R Interest
pursuant to Section 4.02(a)(ii) until its
Class Certificate Balance is reduced
to zero, then to the outstanding
Pooling-Tier REMIC-2 Regular Interests (other
than the Pooling-Tier REMIC-2 IO Interests)
relating to Loan Group I with the
lowest numerical denomination (other than
the Class PT2-I-1 Interest) until the
Pooling-Tier REMIC-2 Principal Amount of
such interest is reduced to zero,
provided that, for Pooling-Tier REMIC-2
Regular Interests relating to Loan Group
I with the same numerical denomination,
such Realized Losses and payments of
principal shall be allocated pro rata
between such Pooling-Tier REMIC-2 Regular
Interests, and then to the Class PT2-I-1
Interest until the Pooling-Tier REMIC-2
Principal Amount of such interest is
reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group II Mortgage Loans shall be
allocated to the outstanding Pooling-Tier
REMIC-2 Regular Interests (other than
the Pooling-Tier REMIC-2 IO Interests)
relating to Loan Group II with the lowest
numerical denomination (other than the
Class PT2-II-1 Interest) until the
Pooling-Tier REMIC-2 Principal Amount of
such interest is reduced to zero,
provided that, for Pooling-Tier REMIC-2
Regular Interests relating to Loan Group
II with the same numerical denomination,
such Realized Losses and payments of
principal shall be allocated pro rata
between such Pooling-Tier REMIC-2 Regular
Interests, and then to the Class PT2-II-1
Interest until the Pooling-Tier
REMIC-2 Principal Amount of such interest
is reduced to zero.
Lower-Tier REMIC
The Lower-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R
Interest, is hereby designated as a
regular interest in the Lower-Tier REMIC.
The Class LT-R Interest is hereby
designated as the sole class of residual
interest in the Lower-Tier REMIC and
shall be represented by the Class R-1
Certificates.
<TABLE>
<CAPTION>
Corresponding
Upper-Tier
Lower-Tier
Lower-Tier
Initial Lower-Tier
REMIC Regular
Regular Interest Interest Rate
Principal Amount
Interest
---------------- -------------
------------------------------------------------------ -------------
<S>
<C>
<C>
<C>
Class LT-A-1
(1)
1/2 initial Class Certificate Balance of Corresponding
A-1
Upper-Tier REMIC Regular Interest
Class LT-A-2A
(1)
1/2 initial Class Certificate Balance of Corresponding
A-2A
Upper-Tier REMIC Regular Interest
Class LT-A-2B
(1)
1/2 initial Class Certificate Balance of Corresponding
A-2B
Upper-Tier REMIC Regular Interest
Class LT-A-2C
(1)
1/2 initial Class Certificate Balance of Corresponding
A-2C
Upper-Tier REMIC Regular Interest
Class LT-A-2D
(1)
1/2 initial Class Certificate Balance of Corresponding
A-2D
Upper-Tier REMIC Regular Interest
Class LT-M-1
(1)
1/2 initial Class Certificate Balance of Corresponding
M-1
Upper-Tier REMIC Regular Interest
Class LT-M-2
(1)
1/2 initial Class Certificate Balance of Corresponding
M-2
Upper-Tier REMIC Regular Interest
Class LT-M-3
(1)
1/2 initial Class Certificate Balance of Corresponding
M-3
Upper-Tier REMIC Regular Interest
Class LT-M-4
(1)
1/2
initial Class Certificate Balance of Corresponding
M-4
Upper-Tier REMIC Regular Interest
Class LT-M-5
(1)
1/2 initial Class Certificate Balance of Corresponding
M-5
Upper-Tier REMIC Regular Interest
Class LT-M-6
(1)
1/2 initial Class Certificate Balance of Corresponding
M-6
Upper-Tier REMIC Regular Interest
Class LT-B-1
(1)
1/2 initial Class Certificate Balance of Corresponding
B-1
Upper-Tier REMIC Regular Interest
Class LT-B-2
(1)
1/2 initial Class Certificate Balance of Corresponding
B-2
Upper-Tier REMIC Regular Interest
Class LT-B-3
(1)
1/2 initial Class Certificate Balance of Corresponding
B-3
Upper-Tier REMIC Regular Interest
Class LT-Accrual
(1)
1/2 Pool Principal Balance plus 1/2 Overcollateralized
Amount, less the Initial Lower-Tier Principal Amounts of
the Class LT-Group I, Class LT-Group II and Class LT-3
Interests, less $150
Class LT-Group I
(2)
0.001% aggregate Stated Principal Balance of Group I
N/A
Mortgage Loans(4)
Class LT-Group II (3)
0.001% aggregate Stated Principal Balance of Group II
N/A
Mortgage Loans(4)
Class LT-IO
(5)
(5)
N/A
Class LT-3
(6)
$50.00
Class LT-R
(7)
(7)
N/A
</TABLE>
-------------------------
(1) The interest rate with
respect to any Distribution Date for these
interests
is a per annum variable rate equal to the weighted average of
the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling-Tier REMIC-2 IO Interests).
(2) The interest rate with
respect to any Distribution Date for the Class
LT-Group I
Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to Loan Group I.
(3) The interest rate with
respect to any Distribution Date for the Class
LT-Group
II Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to Loan Group II.
(4) For all Distribution Dates,
the Lower-Tier Principal Amount of these
Lower-Tier
Regular Interests shall be rounded to eight decimal places.
(5) This Lower-Tier Regular
Interest is an interest-only interest and does not
have a
Lower-Tier Principal Amount. On each Distribution Date, this
Lower-Tier
Regular Interest shall be entitled to receive all interest
distributable on the Pooling-Tier REMIC-2 IO Interests.
(6) This Lower-Tier Regular
Interest shall not be entitled to interest and
shall have
a Lower-Tier Principal Amount at all times equal to the Class
Certificate Balance of the Class R-3 Certificates.
(7) The Class LT-R Interest does
not have a principal amount or an interest
rate.
Each Lower-Tier Regular Interest is hereby designated as a
regular
interest in the Lower-Tier REMIC. The Class
LT-A-1, Class LT-A-2A, Class
LT-A-2B, Class LT-A-2C, Class LT-A-2D,
Class LT-M-1, Class LT-M-2, Class LT-M-3,
Class LT-M-4, Class LT-M-5, Class LT-M-6,
Class LT-B-1, Class LT-B-2 and Class
LT-B-3 Interests are hereby designated the
LT-Accretion Directed Classes (the
"LT-Accretion Directed Classes").
On each Distribution Date, 50% of the increase in the
Overcollateralized Amount shall be payable
as a reduction of the Lower-Tier
Principal Amount of the LT-Accretion
Directed Classes (each such Class will be
reduced by an amount equal to 50% of any
increase in the Overcollateralized
Amount that is attributable to a reduction
in the Class Certificate Balance of
its Corresponding Class) and shall be
accrued and added to the Lower-Tier
Principal Amount of the Class LT-Accrual
Interest. On each Distribution Date,
the increase in the Lower-Tier Principal
Amount of the Class LT-Accrual Interest
shall not exceed interest accruals for such
Distribution Date for the Class
LT-Accrual Interest. In the event that: (i)
50% of the increase in the
Overcollateralized Amount exceeds (ii)
interest accruals on the Class LT-Accrual
Interest for such Distribution Date, the
excess for such Distribution Date
(accumulated with all such excesses for all
prior Distribution Dates) will be
added to any increase in the
Overcollateralized Amount for purposes of
determining the amount of interest accrual
on the Class LT-Accrual Interest
payable as principal on the LT-Accretion
Directed Classes on the next
Distribution Date pursuant to the first
sentence of this paragraph. All payments
of scheduled principal and prepayments of
principal generated by the Mortgage
Loans and all Subsequent Recoveries
allocable to principal shall be allocated
(i) 50% to the Class LT-Accrual Interest,
the Class LT-Group I Interest and
Class LT-Group II Interest (and further
allocated among these Lower-Tier Regular
Interests in the manner described below)
and (ii) 50% to the LT-Accretion
Directed Classes (such principal payments
and Subsequent Recoveries shall be
allocated among such LT-Accretion Directed
Classes in an amount equal to 50% of
the principal amounts and Subsequent
Recoveries allocated to their respective
Corresponding Classes), until paid in full.
Notwithstanding the above, principal
payments allocated to the Class UT-X
Interest that result in the reduction in
the Overcollateralized Amount shall be
allocated to the Class LT-Accrual
Interest (until paid in full). Realized
Losses shall be applied so that after
all distributions have been made on each
Distribution Date (i) the Lower-Tier
Principal Amount of each of the
LT-Accretion Directed Classes is equal to 50% of
the Class Certificate Balance of their
Corresponding Class, and (ii) the Class
LT-Accrual Interest, the Class LT-Group I
and the Class LT-Group II Interest
(and further allocated between these
Lower-Tier Regular Interests in the manner
described below) is equal to 50% of the
aggregate Stated Principal Balance of
the Mortgage Loans plus 50% of the
Overcollateralized Amount. Any increase in
the Class Certificate Balance of a Class of
LIBOR Certificates as a result of a
Subsequent Recovery shall increase the
Lower-Tier Principal Amount of the
Corresponding Lower-Tier Regular Interest
by 50% of such increase, and the
remaining 50% of such increase shall
increase the Lower-Tier Principal Amount of
the Class LT-Accrual Interest. As among the
Class LT-Accrual Interest, the Class
LT-Group I Interest and the Class LT-Group
II Interest, all payments of
scheduled principal and prepayments of
principal generated by the Mortgage
Loans, all Subsequent Recoveries and all
Realized Losses, allocable to such
Lower-Tier Regular Interests shall be
allocated (i) to the Class LT-Group I
Interest and the Class LT-Group II
Interest, each from the related Loan Group so
that their respective Lower-Tier Principal
Amounts (computed to at least eight
decimal places) are equal to 0.001% of the
aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan
Group and (ii) the remainder to the Class
LT-Accrual Interest.
Upper-Tier REMIC
The Upper-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class UT-R
Interest, is hereby designated as a
regular interest in the Upper-Tier REMIC.
The Class UT-R Interest is hereby
designated as the sole class of residual
interests in the Upper-Tier REMIC and
shall be represented by the Class R-1
Certificates.
Upper-Tier
Upper-Tier Initial
Principal
Corresponding Class
REMIC Interest Interest Rate Upper-Tier Amount
of
Certificates
-------------- ------------- -----------------
-------------------
Class A-1
(1)
$240,920,000 Class A-1
Class A-2A
(1)
$162,968,000 Class A-2A
Class A-2B
(1)
$65,054,000 Class A-2B
Class A-2C
(1)
$62,808,000 Class A-2C
Class A-2D
(1)
$71,578,000 Class A-2D
Class M-1
(1)
$46,612,000 Class M-1
Class M-2
(1)
$15,412,000 Class M-2
Class M-3
(1)
$21,803,000 Class M-3
Class M-4
(1)
$9,398,000
Class M-4
Class M-5
(1)
$9,773,000
Class M-5
Class M-6
(1)
$6,766,000
Class M-6
Class B-1
(1)
$5,263,000
Class B-1
Class B-2
(1)
$4,887,000
Class B-2
Class B-3
(1)
$7,518,000
Class B-3
Class UT-IO
(4)
(4) N/A
Class UT-X
(5)
(5) N/A
Class UT-3
(6)
$50
N/A
Class UT-R
(7)
(7) Class
R-1
-----------------
(1) For any Distribution Date
(and the related Interest Accrual Period), this
interest
shall bear interest at the least of (i) the Pass-Through Rate
(determined without regard to the Loan Group I Cap or WAC Cap) for
the
Corresponding Class of Certificates, (ii) the Lower-Tier Interest
Rate for
the Class
LT-Group I Interest (the "Upper-Tier REMIC Loan Group I Rate")
and (ii)
the Upper-Tier REMIC WAC Rate.
(2) For any Distribution Date
(and the related Interest Accrual Period), this
interest
shall bear interest at the least of (i) the Pass-Through Rate
(determined without regard to the Loan Group II Cap or WAC Cap) for
the
Corresponding Class of Certificates, (ii) the Lower-Tier Interest
Rate for
the Class
LT-Group II Interest (the "Upper-Tier REMIC Loan Group II
Rate")
and (ii)
the Upper-Tier REMIC WAC Rate.
(3) For any Distribution Date
(and the related Interest Accrual Period), this
interest
shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the applicable WAC Cap) for the
Corresponding Class of Certificates and (ii) the Upper-Tier REMIC
WAC
Rate.
(4) This interest is an
interest-only interest and does not have a principal
balance.
On each Distribution Date, the Class UT-IO Interest shall be
entitled
to receive all interest distributable on the Class LT-IO
Interest.
(5) The Class UT-X Interest has
an initial principal balance of $21,050,971
but will
not accrue interest on such balance but will accrue interest on
a
notional
principal balance. As of any Distribution Date, the Class UT-X
Interest shall
have a notional principal balance equal to the aggregate of
the
Lower-Tier Principal Amounts of the Lower-Tier Regular
Interests
(other
than the Class LT-IO and Class LT-3 Interests) as of the first
day
of the
related Interest Accrual Period. With respect to any Interest
Accrual
Period, the Class UT-X Interest shall bear interest at a rate
equal to
the excess, if any, of the Upper-Tier REMIC WAC Rate over the
product of
(i) 2 and (ii) the weighted average of the Lower-Tier Interest
Rates of
the Lower-Tier REMIC Interests (other than the Class LT-IO and
Class LT-3
Interests), where the Lower-Tier Interest Rate on each of the
Class
LT-Accrual Interest, Class LT-Group I Interest and Class LT-Group
II
Interest
is subject to a cap equal to zero and each LT Accretion
Directed
Class is
subject to a cap equal to the Upper-Tier Interest Rate on its
Corresponding Class of Upper-Tier Regular Interest. With respect to
any
Distribution Date, interest that so accrues on the notional
principal
balance of
the Class UT-X Interest shall be deferred in an amount equal to
any
increase in the Overcollateralized Amount on such Distribution
Date.
Such
deferred interest shall not itself bear interest.
(6) This Upper-Tier Regular
Interest shall not be entitled to interest and
shall have
a principal balance equal to the Class Certificate Balance of
the Class
R-3 Certificates.
(7) The Class UT-R Interest does
not have an interest rate or a principal
balance.
On each Distribution Date, interest distributable in respect of
the
Lower-Tier Interests for such Distribution
Date shall be deemed to be
distributed on the interests in the
Upper-Tier REMIC at the rates shown above,
provided that the Class UT-IO Interest
shall be entitled to receive interest
before any other interest in the Upper-Tier
REMIC.
On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal
shall be allocated to the Upper-Tier
Interests until the outstanding principal
balance of each such interest equals
the outstanding Class Certificate Balance
of the Corresponding Class of
Certificates as of such Distribution
Date.
Class X REMIC
The Class X REMIC shall issue the following classes of
interests.
The Class X Interest and the Class IO
Interest shall each represent a regular
interest in the Class X REMIC and the Class
R-3 Certificates shall represent
sole class of residual interest in the
Class X REMIC.
Class X REMIC
Class X REMIC
Designation
Interest Rate Principal
Amount
---------------------- -------------
--------------------
Class X Interest
(1)
(1)
Class IO Interest
(2)
(2)
Class R-3 Certificates
(3)
$50.00
----------------
(1) The Class X Interest has an
initial principal balance equal to the initial
principal
balance of the Class UT-X Interest and is entitled to 100% of
the
interest and principal on the Class UT-X Interest on each
Distribution
Date.
(2) This interest is an
interest-only interest and does not have a principal
balance.
On each Distribution Date the Class IO Interest shall be
entitled
to receive
100% of the interest distributable on the Class UT-IO Interest.
(3) The Class R-3 Certificates
do not have an interest rate.
Certificates
Class Pass- Class
Certificate
Class Designation Through Rate
Balance
----------------- -------------
--------------------
Class A-1(19)
(1)
$240,920,000
Class A-2A(19)
(2)
$162,968,000
Class A-2B(19)
(3)
$65,054,000
Class A-2C(19)
(4)
$62,808,000
Class A-2D(19)
(5)
$71,578,000
Class M-1(19)
(6)
$46,612,000
Class M-2(19)
(7)
$15,412,000
Class M-3(19)
(8)
$21,803,000
Class M-4(19)
(9)
$9,398,000
Class M-5(19)
(10)
$9,773,000
Class M-6(19)
(11)
$6,766,000
Class B-1(19)
(12)
$5,263,000
Class B-2(19)
(13)
$4,887,000
Class B-3(19)
(14)
$7,518,000
Class X
(15)
(15)
Class R-1
(16)
$50
Class R-2
(17)
$100
Class R-3
(18)
$50
------------------
(1) The Class A-1 Certificates
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the least of (1) One-Month LIBOR plus
the
applicable Pass-Through Margin, (2) the Loan Group I Cap and (3)
the
WAC
Cap.
(2) The Class A-2A Certificates
will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3)
the WAC Cap.
(3) The Class A-2B Certificates
will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3)
the WAC Cap.
(4) The Class A-2C Certificates
will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3)
the WAC Cap.
(5) The Class A-2D Certificates
will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (1) One-Month
LIBOR plus
the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3)
the WAC Cap.
(6) The Class M-1 Certificates
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(7) The Class M-2 Certificates
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(8) The Class M-3 Certificates
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(9) The Class M-4 Certificates
will bear interest during each Interest Accrual
Period at a per
annum rate equal to the lesser of (1) One-Month LIBOR plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(10) The Class M-5 Certificates will
bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(11) The Class M-6 Certificates will
bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(12) The Class B-1 Certificates will
bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(13) The Class B-2 Certificates will
bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(14) The Class B-3 Certificates will
bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
the
applicable Pass-Through Margin and (2) the WAC Cap.
(15) The Class X Certificates will
represent beneficial ownership of (i) the
Class X
Interest, (ii) the Class IO Interest, (iii) the right to
receive
Class IO
Shortfalls, (iv) amounts in the Supplemental Interest Trust,
including
the Interest Rate Swap Agreement subject to the obligation to
pay Net
Swap Payments and Upper-Tier Carry Forward Amounts and, without
duplication, Basis Risk Carry Forward Amounts and (v) amounts in
the
Excess
Reserve Fund Account, subject to the obligation to make
payments
from the
Excess Reserve Fund Account in respect of Basis Risk Carry
Forward
Amounts. For federal income tax purposes, the Trustee will treat
a
Class X
Certificateholder's obligation to make payments of Basis Risk
Carry
Forward Amounts and, without duplication, Upper-Tier Carry
Forward
Amounts to
the LIBOR Certificates from the Excess Reserve Fund Account and
the
Supplemental Interest Trust as payments made pursuant to an
interest
rate cap
contract written by the Class X Certificateholders in favor of
each Class
of LIBOR Certificates. Such rights of the Class X
Certificateholders and LIBOR Certificateholders shall be treated as
held
in a
portion of the Trust Fund that is treated as a grantor trust
under
subpart E,
Part I of subchapter J of the Code.
(16) The Class R-1 Certificates do not
have an interest rate. The Class R-1
Certificates represent ownership of the Class PT2-R Interest, the
Class
LT-R
Lower-Tier Interest and the Class UT-R Interest.
(17) The Class R-2 Certificates do not
have an interest rate. The Class R-2
Certificates represent the residual interest in Pooling-Tier
REMIC-1.
(18) The Class R-3 Certificates do not
have an interest rate. The Class R-3
Certificates represent the residual interest in the Class X
REMIC.
(19) Each of these Certificates will
represent not only the ownership of the
Corresponding Class of Upper-Tier Regular Interest but also the
right to
receive
payments from the Excess Reserve Fund Account and the
Supplemental
Interest
Trust. Each of these Certificates will also be subject to the
obligation
to pay Class IO Shortfalls as described in Section 8.13. For
federal
income tax purposes, any amount distributed on the LIBOR
Certificates on any such Distribution Date in excess of the
amount
distributable on their Corresponding Class of Upper-Tier Regular
Interest
on such
Distribution Date shall be treated as having been paid from the
Excess
Reserve Fund Account or the Supplemental Interest Trust, as
applicable, and any amount distributable on such Corresponding
Class of
Upper-Tier
Regular Interest on such Distribution Date in excess of the
amount
distributable on LIBOR Certificates on such Distribution Date
shall
be treated
as having been paid to the Supplemental Interest Trust, all
pursuant
to, and as further provided in, Section 8.13. The Trustee will
treat a
LIBOR Certificateholder's right to receive payments from the
Excess
Reserve Fund Account and the Supplemental Interest Trust as
payments
made pursuant to an interest rate cap contract written by the
Class X
Certificateholders.
The minimum denomination for the LIBOR Certificates will be
$25,000,
with integral multiples of $1 in excess
thereof except that one Certificate in
each Class may be issued in a different
amount. The minimum denomination for (a)
the Class R-1 Certificates will be $50,
representing a 100% Percentage Interest
in the related Class, (b) the Class R-2
Certificates will be $100, representing
a 100% Percentage Interest in the related
Class, (c) the Class R-3 Certificates
will be $50, representing a 100% Percentage
Interest in the related Class, (d)
the Class P Certificates will be a 1%
Percentage Interest in such Class, (e) the
Class C Certificates will be a 1%
Percentage Interest in such Class, and (f) the
Class X Certificates will be a 1%
Percentage Interest in such Class.
Set forth
below are designations of Classes of Certificates to the
categories used herein:
Book-Entry Certificates...... All Classes
of Certificates other than the
Physical Certificates.
Class A Certificates......... Class A-1,
Class A-2A, Class A-2B, Class A-2C
and Class A-2D Certificates.
Class R Certificates......... The Class
R-1, Class R-2 and Class R-3
Certificates.
Class B Certificates......... Class B-1,
Class B-2 and Class B-3 Certificates.
Class M Certificates......... Class M-1,
Class M-2, Class M-3, Class M-4,
Class M-5 and Class M-6 Certificates.
ERISA-Restricted
Certificates................. Class R
Certificates, Class C Certificates, Class
P Certificates and Class X Certificates; and any
Certificate with a rating below the lowest
applicable permitted rating under the
Underwriter's Exemption.
LIBOR Certificates........... The Class
A-1, Class A-2A, Class A-2B, Class A-2C,
Class A-2D, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class B-1,
Class B-2 and Class B-3 Certificates,
collectively.
Offered Certificates......... All Classes
of Certificates other than the Private
Certificates.
Physical Certificates........ Class P
Certificates, Class C Certificates and
Class X Certificates.
Private Certificates......... Class B
Certificates, Class P Certificates and
Class X Certificates.
Rating Agencies.............. Standard
& Poor's and Moody's.
Regular Certificates......... All Classes
of Certificates other than the Class P
Certificates, Class C Certificates and Class R
Certificates.
Residual Certificates........ Class R
Certificates.
Subordinated Certificates.... Class M-1,
Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class B-1, Class B-2 and Class B-3
Certificates.
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Whenever used in this Agreement, the
following words and phrases, unless the
context otherwise requires, shall have
the following meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan,
the
servicing and administration of such
Mortgage Loan (i) in the same manner in
which, and with the same care, skill,
prudence and diligence with which the
Servicer generally services and administers
similar mortgage loans with similar
mortgagors (A) for other third parties,
giving due consideration to customary
and usual standards of practice of prudent
institutional residential mortgage
lenders servicing their own mortgage loans
or (B) held in the Servicer's own
portfolio, whichever standard is higher,
and (ii) in accordance with applicable
local, state and federal laws, rules and
regulations.
Account: Any of the Collection Account, the Distribution
Account,
any Escrow Account or the Excess Reserve
Fund Account. Each Account shall be an
Eligible Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of
LIBOR Certificates, the amount of
interest accrued during the related
Interest Accrual Period at the applicable
Pass-Through Rate on the related Class
Certificate Balance immediately prior to
such Distribution Date, as reduced by such
Class's share of Net Prepayment
Interest Shortfalls and Relief Act Interest
Shortfalls for such Distribution
Date allocated to such Class pursuant to
Section 4.02.
Adjustable Rate Mortgage Loan: An adjustable rate Mortgage Loan
purchased pursuant to the Purchase
Agreement.
Adjusted Net Mortgage Interest Rate: As to each Mortgage Loan and
at
any time, the per annum rate equal to the
Mortgage Interest Rate less the
Expense Fee Rate.
Adjustment Date: As to any Mortgage Loan, the first Due Date on
which the related Mortgage Interest Rate
adjusts as set forth in the related
Mortgage Note and each Due Date thereafter
on which the Mortgage Interest Rate
adjusts as set forth in the related
Mortgage Note.
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: A financing or other facility as described in
Section 10.07.
Advance Reimbursement Amounts: As defined in Section 10.07.
Advancing Person: The Person to whom the Servicer's rights
under
this Agreement to be reimbursed for any
P&I Advances or Servicing Advances have
been assigned pursuant to Section
10.07.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with
such first Person. For the purposes
of this definition, "control" means the
power to direct the management and
policies of such Person, directly or
indirectly, whether through the ownership
of voting securities, by contract or
otherwise; and the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate
Class Certificate Balance of the
LIBOR Certificates after distributions of
principal on such Distribution Date
exceeds the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date.
Appraised Value: (i) In the case of a purchase, the least of
the
sale price of the related Mortgaged
Property, its appraised value or its review
appraisal value (as determined pursuant to
the Underwriting Guidelines) at the
time of sale, or (ii) in the case of a
refinancing or modification of a Mortgage
Loan, the appraised value of the related
Mortgaged Property at the time of the
refinancing or modification.
Assignment and Recognition Agreement: The Assignment and
Recognition
Agreement, dated as of November 22, 2005,
by and between the Responsible Party,
the Purchaser and the Depositor.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in
recordable form (other than the assignee's
name and recording information not yet
returned from the recording office),
reflecting the sale of the Mortgage to the
Trust.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by
the Trustee (x) the sum of (i) all
scheduled installments of interest (net of
the related Expense Fees) and
principal due on the Due Date on such
Mortgage Loans in the related Due Period
and received on or prior to the related
Determination Date, together with any
P&I Advances in respect thereof; (ii)
all Condemnation Proceeds, Insurance
Proceeds and Liquidation Proceeds received
during the related Prepayment Period
(in each case, net of unreimbursed expenses
incurred in connection with a
liquidation or foreclosure and unreimbursed
Advances, if any); (iii) all partial
or full prepayments on the Mortgage Loans
received during the related Prepayment
Period together with all Compensating
Interest paid by the Servicer in
connection therewith (excluding Prepayment
Premiums); (iv) all amounts received
with respect to such Distribution Date as
the Substitution Adjustment Amount or
the Repurchase Price in respect of a
Deleted Mortgage Loan substituted for or a
Mortgage Loan repurchased by the Purchaser
or the Responsible Party as of such
Distribution Date; (v) any Net Swap
Receipts for such Distribution Date; and
(vi) the proceeds received with respect to
the termination of the Trust Fund
pursuant to clause (a) of Section 9.01,
reduced by (y) all amounts in
reimbursement for P&I Advances and
Servicing Advances previously made with
respect to the Mortgage Loans, and other
amounts as to which the Servicer, the
Depositor or the Trustee (or co-trustee)
are entitled to be paid or reimbursed
pursuant to this Agreement.
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
Principal Remittance Amount for such
Distribution Date over (ii) the Excess
Overcollateralized Amount, if any, for
such Distribution Date.
Basis Risk Carry Forward Amount: With respect to each Class of
LIBOR
Certificates, as of any Distribution Date,
the sum of (A) if on such
Distribution Date the Pass-Through Rate for
any Class of LIBOR Certificates is
based upon a Loan Group Cap or the WAC Cap,
the excess, if any, of (i) the
Accrued Certificate Interest Distribution
Amount on such Class of LIBOR
Certificates would otherwise be entitled to
receive on such Distribution Date
had such Pass-Through Rate not been subject
to the Loan Group Cap or the WAC
Cap, over (ii) the Accrued Certificate
Interest Distribution Amount on such
Class of Certificates on such Distribution
Date taking into account (a) with
respect to the Class A-1 Certificates at
the lesser of the WAC Cap and the Loan
Group I Cap, (b) with respect to the Class
A-2 Certificates at the lesser of the
WAC Cap and the Loan Group II Cap, and (c)
with respect to each other Class of
LIBOR Certificates, the WAC Cap, and (B)
the Basis Risk Carry Forward Amount for
such Class of LIBOR Certificates for all
previous Distribution Dates not
previously paid, together with interest
thereon at a rate equal to the
applicable Pass-Through Rate for such Class
of LIBOR Certificates for such
Distribution Date (without giving effect to
the WAC Cap, Loan Group I Cap or
Loan Group II Cap, as applicable).
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the
Basis Risk Carry Forward Amounts for such
Distribution Date and (ii) the Class X
Distributable Amount (prior to any
reduction for Basis Risk Payments from the
Excess Reserve Fund Account or any
Defaulted Swap Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan
institutions, in (a) the States of New
York, Ohio and California, (b) the State in
which the Servicer's servicing
operations are located, or (c) the State in
which the Trustee's operations are
located, are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Certificates executed by the Trustee
in
substantially the forms attached hereto as
exhibits.
Certificate Balance: With respect to any Class of LIBOR
Certificates
or Residual Certificates, at any date, the
maximum dollar amount of principal to
which the Holder thereof is then entitled
hereunder, such amount being equal to
the Denomination thereof minus all
distributions of principal previously made
with respect thereto and reduced by the
amount of any Applied Realized Loss
Amounts previously allocated to such Class
of Certificates pursuant to Section
4.05; provided, however, that immediately
following the Distribution Date on
which a Subsequent Recovery is distributed,
the Class Certificate Balances of
any Class or Classes of Certificates that
have been previously reduced by
Applied Realized Loss Amounts will be
increased, in order of seniority, by the
amount of the Subsequent Recovery
distributed on such Distribution Date (up to
the amount of Applied Realized Loss Amounts
allocated to such Class or Classes).
The Class X, Class P and Class C
Certificates have no Certificate Balance.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such
Book-Entry Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register,
except that, solely for the purpose
of giving any consent pursuant to this
Agreement, any Certificate registered in
the name of the Depositor or any Affiliate
of the Depositor shall be deemed not
to be Outstanding and the Percentage
Interest evidenced thereby shall not be
taken into account in determining whether
the requisite amount of Percentage
Interests necessary to effect such consent
has been obtained; provided, however,
that if any such Person (including the
Depositor) owns 100% of the Percentage
Interests evidenced by a Class of
Certificates, such Certificates shall be
deemed to be Outstanding for purposes of
any provision hereof that requires the
consent of the Holders of Certificates of a
particular Class as a condition to
the taking of any action hereunder. The
Trustee is entitled to rely conclusively
on a certification of the Depositor or any
Affiliate of the Depositor in
determining which Certificates are
registered in the name of an Affiliate of the
Depositor.
Certification: As defined in Section 8.12(b).
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificate Group: Either the Class A-1 Certificate Group
or
the Class A-2 Certificate Group, as
applicable.
Class A Certificates: As specified in the Preliminary
Statement.
Class A Principal Allocation Percentage: For any Distribution
Date,
the percentage equivalent of a fraction,
determined as follows: (A) with respect
to the Class A-1 Certificate Group, a
fraction, the numerator of which is the
portion of the Principal Remittance Amount
for such Distribution Date that is
attributable to the principal received or
advanced on the Group I Mortgage Loans
and the denominator of which is the
Principal Remittance Amount for such
Distribution Date; and (B) with respect to
the Class A-2 Certificate Group, a
fraction, the numerator of which is the
portion of the Principal Remittance
Amount for such Distribution Date that is
attributable to the principal received
or advanced on the Group II Mortgage Loans
and the denominator of which is the
Principal Remittance Amount for such
Distribution Date.
Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
aggregate Class Certificate Balances of
the Class A Certificates immediately prior
to such Distribution Date over (ii)
the lesser of (A) 60.50% of the aggregate
Stated Principal Balance of the
Mortgage Loans for such Distribution Date
and (B) the excess, if any, of the
aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution
Date over the Overcollateralization
Floor.
Class A-1 Certificate Group: The Class A-1 Certificates.
Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1."
Class A-2 Certificate Group: The Class A-2 Certificates.
Class A-2 Certificates: As specified in the Preliminary
Statement.
Class A-2A Certificates: All Certificates bearing the class
designation of "Class A-2A."
Class A-2B Certificates: All Certificates bearing the class
designation of "Class A-2B."
Class A-2C Certificates: All Certificates bearing the class
designation of "Class A-2C."
Class A-2D Certificates: All Certificates bearing the class
designation of "Class A-2D."
Class B Certificates: As specified in the Preliminary
Statement.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1."
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount on such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of
the Class M-4 Certificates (after
taking into account the distribution of the
Class M-4 Principal Distribution
Amount on such Distribution Date), (F) the
Class Certificate Balance of the
Class M-5 Certificates (after taking into
account the distribution of the Class
M-5 Principal Distribution Amount on such
Distribution Date), (G) the Class
Certificate Balance of the Class M-6
Certificates (after taking into account the
distribution of the Class M-6 Principal
Distribution Amount on such Distribution
Date) and (H) the Class Certificate Balance
of the Class B-1 Certificates
immediately prior to such Distribution
Date, over (ii) the lesser of (A) the
product of (x) 91.10% and (y) the aggregate
Stated Principal Balance of the
Mortgage Loans for such Distribution Date,
and (B) the excess, if any, of the
aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution
Date over the Overcollateralization
Floor.
Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2."
Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount on such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of
the Class M-4 Certificates (after
taking into account the distribution of the
Class M-4 Principal Distribution
Amount on such Distribution Date), (F) the
Class Certificate Balance of the
Class M-5 Certificates (after taking into
account the distribution of the Class
M-5 Principal Distribution Amount on such
Distribution Date), (G) the Class
Certificate Balance of the Class M-6
Certificates (after taking into account the
distribution of the Class M-6 Principal
Distribution Amount on such Distribution
Date), (H) the Class Certificate Balance of
the Class B-1 Certificates (after
taking into account the distribution of the
Class B-1 Principal Distribution
Amount on such Distribution Date) and (I)
the Class Certificate Balance of the
Class B-2 Certificates immediately prior to
such Distribution Date, over (ii)
the lesser of (A) the product of (x) 92.40%
and (y) the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date, and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over the
Overcollateralization Floor.
Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3."
Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount on such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of
the Class M-4 Certificates (after
taking into account the distribution of the
Class M-4 Principal Distribution
Amount on such Distribution Date), (F) the
Class Certificate Balance of the
Class M-5 Certificates (after taking into
account the distribution of the Class
M-5 Principal Distribution Amount on such
Distribution Date), (G) the Class
Certificate Balance of the Class M-6
Certificates (after taking into account the
distribution of the Class M-6 Principal
Distribution Amount on such Distribution
Date), (H) the Class Certificate Balance of
the Class B-1 Certificates (after
taking into account the distribution of the
Class B-1 Principal Distribution
Amount on such Distribution Date), (I) the
Class Certificate Balance of the
Class B-2 Certificates (after taking into
account the distribution of the Class
B-2 Principal Distribution Amount on such
Distribution Date) and (J) the Class
Certificate Balance of the Class B-3
Certificates immediately prior to such
Distribution Date, over (ii) the lesser of
(A) the product of (x) 94.40% and (y)
the aggregate Stated Principal Balance of
the Mortgage Loans for such
Distribution Date, and (B) the excess, if
any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date over the
Overcollateralization Floor.
Class C Certificates: All Certificates bearing the class
designation
of "Class C."
Class Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the
Certificate Balances of all
Certificates of such Class as of such
date.
Class IO Interest: As specified in the Preliminary Statement.
Class IO Shortfalls: As defined in Section 8.13. For the
avoidance
of doubt, the Class IO Shortfall for any
Distribution Date shall equal the
amount payable to the Class X Certificates
in respect of amounts due to the Swap
Provider on such Distribution Date (other
than Defaulted Swap Termination
Payments) in excess of the amount payable
on the Class X Interest on such
Distribution Date, all as further provided
in Section 8.13.
Class LT-R Interest: The residual interest in the Lower-Tier
REMIC
as described in the Preliminary Statement
and the related footnote thereto.
Class M Certificates: As specified in the Preliminary
Statement.
Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1."
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), and (B) the Class Certificate
Balance of the Class M-1 Certificates
immediately prior to such Distribution
Date, over (ii) the lesser of (A) the
product of (x) 72.90% and (y) the aggregate
Stated Principal Balance of the
Mortgage Loans for such Distribution Date,
and (B) the excess, if any, of the
aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution
Date over the Overcollateralization
Floor.
Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2."
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount on such Distribution Date) and (C)
the Class Certificate Balance of the
Class M-2 Certificates immediately prior to
such Distribution Date, over (ii)
the lesser of (A) the product of (x) 77.00%
and (y) the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date, and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over the
Overcollateralization Floor.
Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3."
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount on such
Distribution Date) and (D) the Class
Certificate Balance of the Class M-3
Certificates immediately prior to such
Distribution Date, over (ii) the lesser of
(A) the product of (x) 82.80% and (y)
the aggregate Stated Principal Balance of
the Mortgage Loans for such
Distribution Date, and (B) the excess, if
any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date over the
Overcollateralization Floor.
Class M-4 Certificates: All Certificates bearing the class
designation of "Class M-4."
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount on such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date) and (E) the Class Certificate Balance
of the Class M-4 Certificates
immediately prior to such Distribution
Date, over (ii) the lesser of (A) the
product of (x) 85.30% and (y) the aggregate
Stated Principal Balance of the
Mortgage Loans for such Distribution Date,
and (B) the excess, if any, of the
aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution
Date over the Overcollateralization
Floor.
Class M-5 Certificates: All Certificates bearing the class
designation of "Class M-5."
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount on such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of
the Class M-4 Certificates (after
taking into account the distribution of the
Class M-4 Principal Distribution
Amount on such Distribution Date) and (F)
the Class Certificate Balance of the
Class M-5 Certificates immediately prior to
such Distribution Date, over (ii)
the lesser of (A) the product of (x) 87.90%
and (y) the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date, and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over the
Overcollateralization Floor.
Class M-6 Certificates: All Certificates bearing the class
designation of "Class M-6."
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount on such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of
the Class M-4 Certificates (after
taking into account the distribution of the
Class M-4 Principal Distribution
Amount on such Distribution Date), (F) the
Class Certificate Balance of the
Class M-5 Certificates (after taking into
account the distribution of the Class
M-5 Principal Distribution Amount on such
Distribution Date) and (G) the Class
Certificate Balance of the Class M-6
Certificates immediately prior to such
Distribution Date, over (ii) the lesser of
(A) the product of (x) 89.70% and (y)
the aggregate Stated Principal Balance of
the Mortgage Loans for such
Distribution Date, and (B) the excess, if
any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date over the
Overcollateralization Floor.
Class P Certificates: All Certificates bearing the class
designation
of "Class P."
Class PT1-R Interest: The residual interest in Pooling-Tier
REMIC-1
as described in the Preliminary Statement
and the related footnote thereto.
Class PT2-R Interest: The residual interest in Pooling-Tier
REMIC-2
as described in the Preliminary Statement
and the related footnote thereto.
Class R Certificates: As defined in the Preliminary Statement.
Class R-1 Certificates: All Certificates bearing the class
designation of "Class R-1."
Class R-2 Certificates: All Certificates bearing the class
designation of "Class R-2."
Class R-3 Certificates: All Certificates bearing the class
designation of "Class R-3."
Class UT-IO Interest: A regular interest in the Upper-Tier REMIC
as
described in the Preliminary Statement and
the related footnote thereto.
Class UT-R Interest: The residual interest in the Upper-Tier
REMIC
as described in the Preliminary Statement
and the related footnote thereto.
Class UT-X Interest: A regular interest in the Upper-Tier REMIC
as
described in the Preliminary Statement and
the related footnote thereto.
Class X Certificates: All Certificates bearing the class
designation
of "Class X."
Class X Distributable Amount: On any Distribution Date, (i) as
a
distribution in respect of interest, the
amount of interest that has accrued on
the Class UT-X Interest and not applied as
an Extra Principal Distribution
Amount on such Distribution Date, plus any
such accrued interest remaining
undistributed from prior Distribution
Dates, plus, without duplication, (ii) as
a distribution in respect of principal, any
portion of the principal balance of
the Class UT-X Interest which is
distributable as an Overcollateralization
Reduction Amount, minus (iii) the sum of
(A) any amounts paid from the Excess
Reserve Fund Account to pay Basis Risk
Carry Forward Amounts and (B) any Swap
Termination Payment payable to the Swap
Provider.
Class X Interest: The regular interest in the Class X REMIC
represented by the Class X Certificates as
specified and described in the
Preliminary Statement and the related
footnote thereto.
Class X REMIC: As defined in the Preliminary Statement.
Class X REMIC Regular Interest: Each of the Class X Interest
and
Class IO Interest issued by the Class X
REMIC.
Class X-R Interest: The residual interest in the Class X REMIC
as
described in the Preliminary Statement and
the related footnote thereto.
Closing Date: November 22, 2005.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Accounts: As defined in Section 3.10(a).
Compensating Interest: For any Distribution Date, the lesser of
(a)
the Prepayment Interest Shortfall, if any,
for such Distribution Date, with
respect to all Principal Prepayments during
the related Prepayment Period, and
(b) the aggregate Servicing Fees payable to
the Servicer for such Distribution
Date.
Condemnation Proceeds: All awards, compensation and/or
settlements
in respect of a Mortgaged Property, whether
permanent or temporary, partial or
entire, by exercise of the power of eminent
domain or condemnation, to the
extent not required to be released to a
Mortgagor in accordance with the terms
of the related Mortgage Loan Documents.
Corporate Trust Office: The designated office of the Trustee in
the
State of California at which at any
particular time its corporate trust business
with respect to this Agreement is
administered, which office at the date of the
execution of this Agreement is located at
1761 East St. Andrew Place, Santa Ana,
California 92705-4934, Attn: Trust
Administration - FF0511, facsimile no. (714)
247-6478 and which is the address to which
notices to and correspondence with
the Trustee should be directed.
Corresponding Actual Crossover Distribution Date: For each
Pooling-Tier REMIC-2 IO Interest, the
related Corresponding Scheduled Crossover
Distribution Date, unless on such date two
times the aggregate Pooling-Tier
REMIC-2 IO Notional Balance of each other
Pooling-Tier REMIC-2 IO Interest then
outstanding is less than the scheduled swap
notional amount of the Interest Rate
Swap Agreement applicable for such
Distribution Date, in which case the
Corresponding Actual Crossover Distribution
Date for such Pooling-Tier REMIC-2
IO Interest shall be the first Distribution
Date thereafter on which two times
the aggregate Pooling-Tier REMIC-2 IO
Notional Balance of each other
Pooling-Tier REMIC-2 IO Interest then
outstanding is greater than or equal to
the scheduled swap notional amount of the
Interest Rate Swap Agreement.
Corresponding Class: The Class of interests in one Trust REMIC
created under this Agreement that
corresponds to the Class of interests in the
other Trust REMIC or to a Class of
Certificates in the manner set out below:
Upper-Tier
and Class X
Lower-Tier
REMIC
Corresponding
Class Designation Regular Interest
Class of
Certificates
----------------- ----------------
---------------------
Class LT-A-1
Class A-1
Class A-1
Class LT-A-2A
Class A-2A
Class A-2A
Class LT-A-2B
Class A-2B
Class A-2B
Class LT-A-2C
Class A-2C
Class A-2C
Class LT-A-2D
Class A-2D
Class A-2D
Class LT-M-1
Class M-1
Class M-1
Class LT-M-2
Class M-2
Class M-2
Class LT-M-3
Class M-3
Class M-3
Class LT-M-4
Class M-4
Class M-4
Class LT-M-5
Class M-5
Class M-5
Class LT-M-6
Class M-6
Class M-6
Class LT-B-1
Class B-1
Class B-1
Class LT-B-2
Class B-2
Class B-2
Class LT-B-3
Class B-3
Class B-3
N/A
Class X
Class X
Corresponding Pooling-Tier REMIC-2 IO Interest: As described in
the
Preliminary Statement.
Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year
specified in the Preliminary Statement
corresponding to a Pooling-Tier REMIC-2 IO
Interest.
Cumulative Realized Loss Percentage: As set forth in the
definition
of Trigger Event.
Custodial File: With respect to each Mortgage Loan, any
Mortgage
Loan Document which is delivered to the
Trustee or which at any time comes into
the possession of the Trustee.
Cut-off Date: November 1, 2005.
Cut-off Date Pool Principal Balance: The aggregate Stated
Principal
Balances of all Mortgage Loans as of the
Cut-off Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
Stated
Principal Balance thereof as of the close
of business on the Cut-off Date (after
giving effect to payments of principal due
on that date, whether or not
received).
Data Tape Information: The information provided by the
Responsible
Party or the Servicer as of the Cut-off
Date to the Depositor setting forth the
following information with respect to each
Mortgage Loan: (1) the applicable
Responsible Party's Mortgage Loan
identifying number; (2) the Mortgagor's name;
(3) the street address of the Mortgaged
Property including the city, state and
zip code; (4) a code indicating whether the
Mortgaged Property is
owner-occupied, a second home or investment
property; (5) the number and type of
residential units constituting the
Mortgaged Property (i.e., a single family
residence, a 2-4 family residence, a unit
in a condominium project or a unit in
a planned unit development or a
manufactured housing unit); (6) the original
months to maturity or the remaining months
to maturity from the Cut-off Date, in
any case based on the original amortization
schedule and, if different, the
maturity expressed in the same manner but
based on the actual amortization
schedule; (7) the Loan-to-Value Ratio at
origination; (8) the Mortgage Interest
Rate as of the Cut-off Date; (9) the date
on which the Scheduled Payment was due
on the Mortgage Loan and, if such date is
not consistent with the Due Date
currently in effect, such Due Date; (10)
the stated maturity date; (11) the
amount of the Scheduled Payment as of the
Cut-off Date; (12) the last payment
date on which a Scheduled Payment was
actually applied to pay interest and the
outstanding principal balance; (13) the
original principal amount of the
Mortgage Loan; (14) the principal balance
of the Mortgage Loan as of the close
of business on the Cut-off Date, after
deduction of payments of principal due
and collected on or before the Cut-off
Date; (15) with respect to Adjustable
Rate Mortgage Loans, the Adjustment Date;
(16) with respect to Adjustable Rate
Mortgage Loans, the Gross Margin; (17) with
respect to Adjustable Rate Mortgage
Loans, the Lifetime Rate Cap under the
terms of the Mortgage Note; (18) with
respect to Adjustable Rate Mortgage Loans,
a code indicating the type of Index;
(19) with respect to Adjustable Rate
Mortgage Loans, the Periodic Mortgage
Interest Rate Cap under the terms of the
Mortgage Note; (20) with respect to
Adjustable Rate Mortgage Loans, the
Periodic Mortgage Interest Rate Floor under
the terms of the Mortgage Note; (21) the
type of Mortgage Loan (i.e., fixed rate
and adjustable rate); (22) a code
indicating the purpose of the loan (i.e.,
purchase, rate and term refinance, equity
