EXHIBIT 4
MORGAN STANLEY ABS CAPITAL I INC.,
Depositor,
HOMEQ SERVICING CORPORATION,
Servicer,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
Servicer
FIRST NLC FINANCIAL SERVICES, LLC,
Responsible Party,
LASALLE BANK NATIONAL ASSOCIATION,
Custodian,
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
------------------------
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2005
------------------------
MORGAN STANLEY HOME EQUITY LOAN TRUST 2005-4
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-4
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of
Mortgage Loans..............................
Section 2.02 Acceptance by
the Trustee of the Mortgage Loans...........
Section 2.03 Representations
and Warranties; Remedies for Breaches
of Representations and
Warranties with Respect to the
Mortgage Loans............................................
Section 2.04 Execution and
Delivery of Certificates....................
Section 2.05 REMIC
Matters.............................................
Section 2.06 Representations
and Warranties of the Depositor...........
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers to
Service Mortgage Loans.......................
Section 3.02 Subservicing
Agreements between a Servicer and
Subservicers..............................................
Section 3.03 Successor
Subservicers....................................
Section 3.04 Liability of the
Servicers................................
Section 3.05 No Contractual
Relationship between Subservicers
and the Trustee...........................................
Section 3.06 Assumption or
Termination of Subservicing Agreements
by Trustee................................................
Section 3.07 Collection of
Certain Mortgage Loan Payments..............
Section 3.08 Subservicing
Accounts.....................................
Section 3.09 Collection of
Taxes, Assessments and Similar Items;
Escrow Accounts...........................................
Section 3.10 Collection
Accounts.......................................
Section 3.11 Withdrawals from
the Collection Accounts..................
Section 3.12 Investment of
Funds in the Collection Accounts and the
Distribution Account......................................
Section 3.13 Maintenance of
Hazard Insurance and Errors and
Omissions and Fidelity Coverage...........................
Section 3.14 Enforcement of
Due-on-Sale Clauses; Assumption Agreements.
Section 3.15 Realization upon
Defaulted Mortgage Loans.................
Section 3.16 Release of
Mortgage Files.................................
Section 3.17 Title,
Conservation and Disposition of REO Property.......
Section 3.18 Notification of
Adjustments...............................
Section 3.19 Access to
Certain Documentation and Information
Regarding the Mortgage Loans..............................
Section 3.20 Documents,
Records and Funds in Possession of the
Servicers to Be Held for the Trustee......................
Section 3.21 Servicing
Compensation....................................
Section 3.22 Annual Statement
as to Compliance.........................
Section 3.23 Annual
Independent Public Accountants' Servicing
Statement; Financial Statements...........................
Section 3.24 Trustee to Act
as Servicer................................
Section 3.25 Compensating
Interest.....................................
Section 3.26 Credit
Reporting; Gramm-Leach-Bliley Act..................
Section 3.27 Transfer of
Servicing for the Mortgage Loans..............
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICERS
Section 4.01
Advances..................................................
Section 4.02 Priorities of
Distribution................................
Section 4.03 Monthly
Statements to Certificateholders..................
Section 4.04 Certain Matters
Relating to the Determination of LIBOR....
Section 4.05 Allocation of
Applied Realized Loss Amounts...............
Section 4.06 Swap
Account..............................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates..........................................
Section 5.02 Certificate
Register; Registration of Transfer and
Exchange of Certificates..................................
Section 5.03 Mutilated,
Destroyed, Lost or Stolen Certificates.........
Section 5.04 Persons Deemed
Owners.....................................
Section 5.05 Access to List
of Certificateholders' Names and Addresses.
Section 5.06 Maintenance of
Office or Agency...........................
ARTICLE VI
THE DEPOSITOR AND THE SERVICERS
Section 6.01 Respective
Liabilities of the Depositor and the Servicers.
Section 6.02 Merger or
Consolidation of the Depositor or a Servicer....
Section 6.03 Limitation on
Liability of the Depositor, the Servicers
and Others................................................
Section 6.04 Limitation on
Resignation of a Servicer...................
Section 6.05 Additional
Indemnification by the Servicers; Third
Party Claims..............................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default.........................................
Section 7.02 Trustee to Act;
Appointment of Successor..................
Section 7.03 Notification to
Certificateholders........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of the
Trustee.....................................
Section 8.02 Certain Matters
Affecting the Trustee and the Custodian...
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 CarryForward Amounts, Basis
Risk CarryForward Amounts and Class IO Shortfalls; Tax
Classification of the Excess Reserve Fund Account, Swap
Account and the Interest Rate Swap Agreement..............
Section 8.14 Custodial
Responsibilities................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon
Liquidation or Purchase of the
Mortgage Loans............................................
Section 9.02 Final
Distribution on the Certificates....................
Section 9.03 Additional
Termination Requirements.......................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment.................................................
Section 10.02 Recordation of
Agreement; Counterparts....................
Section 10.03 Governing
Law.............................................
Section 10.04 Intention of
Parties......................................
Section 10.05
Notices...................................................
Section 10.06 Severability of
Provisions................................
Section 10.07 Assignment; Sales;
Advance Facilities.....................
Section 10.08 Limitation on Rights
of Certificateholders................
Section 10.09 Inspection and Audit
Rights...............................
Section 10.10 Certificates
Nonassessable and Fully Paid.................
Section 10.11 Rule of
Construction......................................
Section 10.12 Waiver of Jury
Trial......................................
Section 10.13 Rights of the Swap
Provider...............................
SCHEDULES
---------
Schedule I
Mortgage Loan Schedule
Schedule II
Representations and Warranties of HomEq Servicing
Corporation, as Servicer
Schedule III
Representations and Warranties of JPMorgan Chase Bank,
National Association, as Servicer
Schedule IV-A
Representations and Warranties of Morgan Stanley ABS
Capital I Inc. as to the Mortgage Loans
Schedule IV-B
Representations and Warranties of Morgan Stanley ABS
Capital I Inc. as to certain Mortgage Loans
Schedule IV-C
Representations and Warranties of Morgan Stanley ABS
Capital I Inc. as to certain Mortgage Loans
Schedule V
Representations and Warranties of First NLC as to the
First NLC Mortgage Loans
Schedule VI
Representations and Warranties of LaSalle, as Custodian
EXHIBITS
Exhibit A
Form of Class A, Class M and Class B Certificate
Exhibit B
Form of Class P Certificate
Exhibit C
Form of Class R Certificate
Exhibit D
Form of Class X Certificate
Exhibit E
Form of Initial Certification of Trustee and Custodian
Exhibit F
Form of Document Certification and Exception Report of
Trustee and Custodian
Exhibit G
Form of Residual Transfer Affidavit
Exhibit H
Form of Transferor Certificate
Exhibit I
Form of Rule 144A Letter
Exhibit J
Form of Request for Release
Exhibit K
Form of Contents for Each Mortgage File
Exhibit L
Form of Certification to be provided with Form 10-K
Exhibit M
Form of Certification to be provided by the Trustee to
Depositor
Exhibit N
Form of Certification to be provided by the applicable
Servicer to Depositor
Exhibit O
First NLC Purchase Agreement
Exhibit P
Meritage Agreements
Exhibit Q
Wilmington Finance Agreements
Exhibit R
Form of Servicer Power of Attorney
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of November 1,
2005, among MORGAN STANLEY ABS CAPITAL I
INC., a Delaware corporation (the
"Depositor"), JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking
association ("JPMorgan"), HOMEQ SERVICING
CORPORATION, a New Jersey corporation
("HomEq", and together with JPMorgan, the
"Servicers"), FIRST NLC FINANCIAL
SERVICES, LLC, a Florida limited liability
company ("First NLC" or the
"Responsible Party"), DEUTSCHE BANK
NATIONAL TRUST COMPANY, a national banking
association, as trustee (in such capacity,
the "Trustee"), and LASALLE BANK
NATIONAL ASSOCIATION, a national banking
association, as custodian ("LaSalle").
W I T N E S S E T H:
--------------------
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that four segregated asset pools within
the Trust Fund (exclusive of (i) the
Prepayment Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the Swap Account,
(iv) the Excess Reserve Fund Account,
and (v) the right of the LIBOR Certificates
to receive Upper-Tier CarryForward
Amounts including, but without duplication,
Basis Risk CarryForward Amounts and
the obligation to pay Class IO Shortfalls)
be treated for federal income tax
purposes as comprising four REMICs (each, a
"Trust REMIC" or, in the
alternative, Pooling-Tier REMIC-1,
Pooling-Tier REMIC-2, the Lower-Tier REMIC
and the Upper-Tier REMIC, respectively).
The Class X Interest and each Class of
LIBOR Certificates (other than the right of
each Class of LIBOR Certificates to
receive Upper-Tier CarryForward Amounts
including, but without duplication,
Basis Risk CarryForward 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 Certificates
represent ownership of the sole class of
residual interest in each Trust REMIC for
purposes of the REMIC Provisions. The
Startup 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 2.05. 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 Swap
Account, (iv) the Excess Reserve Fund
Account, and (v) the right of the LIBOR
Certificates to receive Upper-Tier
CarryForward Amounts including, but without
duplication, Basis Risk CarryForward
Amounts and the obligation to pay Class IO
Shortfalls).
For federal income tax purposes, each Class of LIBOR
Certificates
represents a beneficial ownership of a
regular interest in the Upper-Tier REMIC,
the right to receive Upper-Tier
CarryForward Amounts (including, but without
duplication, Basis Risk CarryForward
Amounts), and the obligation to pay Class
IO Shortfalls, the Class X Certificates
represent beneficial ownership of the
Class X Interest, the Class IO Interest,
the Interest Rate Swap Agreement, the
Swap Account, the Excess Reserve Fund
Account and the right to receive Class IO
Shortfalls, and the Class P Certificates
represent beneficial ownership of the
Prepayment Premiums, which portions of the
Trust Fund shall be treated as a
grantor trust.
Pooling-Tier REMIC-1
--------------------
Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such
interest, other than the Class PT1-R
Interest is hereby designated as a regular
interest in the Pooling-Tier REMIC-1.
Pooling-Tier REMIC-1 Interests with an "I"
in their designation shall relate to
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
PT1-R Interest, which is hereby designated
as the sole class of residual
interest in Pooling-Tier REMIC-1. The Class
PT1-R Interest shall be represented
by the Class R Certificates, shall not have
a principal balance and shall have
no interest rate.
Initial Pooling-Tier
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1
REMIC-1 Principal
Interest
Interest Rate
Amount
-------------------
--------------------
--------------------
Class PT1-I-1
(1)
$
22,105,259.29
Class PT1-I-2A
(2)
$
9,151,175.72
Class PT1-I-2B
(3)
$
9,151,175.72
Class PT1-I-3A
(2)
$
8,106,176.41
Class PT1-I-3B
(3)
$
8,106,176.41
Class PT1-I-4A
(2)
$
7,967,254.92
Class PT1-I-4B
(3)
$
7,967,254.92
Class PT1-I-5A
(2)
$
7,450,967.16
Class PT1-I-5B
(3)
$
7,450,967.16
Class PT1-I-6A
(2)
$
7,188,644.20
Class PT1-I-6B
(3)
$
7,188,644.20
Class PT1-I-7A
(2)
$
6,938,382.94
Class PT1-I-7B
(3)
$
6,938,382.94
Class PT1-I-8A
(2)
$
6,699,307.91
Class PT1-I-8B
(3)
$
6,699,307.91
Class PT1-I-9A
(2)
$
6,470,584.89
Class PT1-I-9B
(3)
$
6,470,584.89
Class PT1-I-10A
(2)
$
6,251,299.47
Class PT1-I-10B
(3)
$
6,251,299.47
Class PT1-I-11A
(2)
$
6,040,807.65
Class PT1-I-11B
(3)
$
6,040,807.65
Class PT1-I-12A
(2)
$
5,837,752.69
Class PT1-I-12B
(3)
$
5,837,752.69
Class PT1-I-13A
(2)
$
5,641,838.95
Class PT1-I-13B
(3)
$
5,641,838.95
Class PT1-I-14A
(2)
$
5,426,756.68
Class PT1-I-14B
(3)
$
5,426,756.68
Class PT1-I-15A
(2)
$
5,197,139.87
Class PT1-I-15B
(3)
$
5,197,139.87
Class PT1-I-16A
(2)
$
4,972,347.27
Class PT1-I-16B
(3)
$
4,972,347.27
Class PT1-I-17A
(2)
$
4,757,303.96
Class PT1-I-17B
(3)
$
4,757,303.96
Class PT1-I-18A
(2)
$
4,551,606.56
Class PT1-I-18B
(3)
$
4,551,606.56
Class PT1-I-19A
(2)
$
4,354,849.45
Class PT1-I-19B
(3)
$
4,354,849.45
Class PT1-I-20A
(2)
$
4,210,280.99
Class PT1-I-20B
(3)
$
4,210,280.99
Class PT1-I-21A
(2)
$
19,075,606.25
Class PT1-I-21B
(3)
$
19,075,606.25
Class PT1-I-22A
(2)
$
42,098,237.78
Class PT1-I-22B
(3)
$
42,098,237.78
Class PT1-I-23A
(2)
$
1,257,604.17
Class PT1-I-23B
(3)
$
1,257,604.17
Class PT1-I-24A
(2)
$
1,207,006.01
Class PT1-I-24B
(3)
$
1,207,006.01
Class PT1-I-25A
(2)
$
1,158,468.17
Class PT1-I-25B
(3)
$
1,158,468.17
Class PT1-I-26A
(2)
$
1,111,905.86
Class PT1-I-26B
(3)
$
1,111,905.86
Class PT1-I-27A
(2)
$
1,067,236.56
Class PT1-I-27B
(3)
$
1,067,236.56
Class PT1-I-28A
(2)
$
1,024,393.83
Class PT1-I-28B
(3)
$
1,024,393.83
Class PT1-I-29A
(2)
$
983,334.10
Class PT1-I-29B
(3)
$
983,334.10
Class PT1-I-30A
(2)
$
943,885.51
Class PT1-I-30B
(3)
$
943,885.51
Class PT1-I-31A
(2)
$
906,038.87
Class PT1-I-31B
(3)
$
906,038.87
Class PT1-I-32A
(2)
$
869,730.03
Class PT1-I-32B
(3)
$
869,730.03
Class PT1-I-33A
(2)
$
912,930.29
Class PT1-I-33B
(3)
$
912,930.29
Class PT1-I-34A
(2)
$
8,408,516.33
Class PT1-I-34B
(3)
$
8,408,516.33
Class PT1-I-35A
(2)
$
2,434,693.14
Class PT1-I-35B
(3)
$
2,434,693.14
Class PT1-I-36A
(2)
$
318,102.86
Class PT1-I-36B
(3)
$
318,102.86
Class PT1-I-37A
(2)
$
307,452.90
Class PT1-I-37B
(3)
$
307,452.90
Class PT1-I-38A
(2)
$
297,146.72
Class PT1-I-38B
(3)
$
297,146.72
Class PT1-I-39A
(2)
$
287,184.31
Class PT1-I-39B
(3)
$
287,184.31
Class PT1-I-40A
(2)
$
277,542.74
Class PT1-I-40B
(3)
$
277,542.74
Class PT1-I-41A
(2)
$
268,238.07
Class PT1-I-41B
(3)
$
268,238.07
Class PT1-I-42A
(2)
$
259,222.17
Class PT1-I-42B
(3)
$
259,222.17
Class PT1-I-43A
(2)
$
250,501.90
Class PT1-I-43B
(3)
$
250,501.90
Class PT1-I-44A
(2)
$
242,065.82
Class PT1-I-44B
(3)
$
242,065.82
Class PT1-I-45A
(2)
$
233,911.63
Class PT1-I-45B
(3)
$
233,911.63
Class PT1-I-46A
(2)
$
226,023.29
Class PT1-I-46B
(3)
$
226,023.29
Class PT1-I-47A
(2)
$
218,396.21
Class PT1-I-47B
(3)
$
218,396.21
Class PT1-I-48A
(2)
$
211,021.22
Class PT1-I-48B
(3)
$
211,021.22
Class PT1-I-49A
(2)
$
203,891.46
Class PT1-I-49B
(3)
$
203,891.46
Class PT1-I-50A
(2)
$
196,997.75
Class PT1-I-50B
(3)
$
196,997.75
Class PT1-I-51A
(2)
$
190,330.94
Class PT1-I-51B
(3)
$
190,330.94
Class PT1-I-52A
(2)
$
183,884.13
Class PT1-I-52B
(3)
$
183,884.13
Class PT1-I-53A
(2)
$
177,655.04
Class PT1-I-53B
(3)
$
177,655.04
Class PT1-I-54A
(2)
$
171,629.92
Class PT1-I-54B
(3)
$
171,629.92
Class PT1-I-55A
(2)
$
4,804,698.19
Class PT1-I-55B
(3)
$
4,804,698.19
Class PT1-II-1
(4)
$
26,121,784.71
Class PT1-II-2A
(5)
$
10,813,944.28
Class PT1-II-2B
(6)
$
10,813,944.28
Class PT1-II-3A
(5)
$
9,579,068.59
Class PT1-II-3B
(6)
$
9,579,068.59
Class PT1-II-4A
(5)
$
9,414,905.08
Class PT1-II-4B
(6)
$
9,414,905.08
Class PT1-II-5A
(5)
$
8,804,807.84
Class PT1-II-5B
(6)
$
8,804,807.84
Class PT1-II-6A
(5)
$
8,494,820.80
Class PT1-II-6B
(6)
$
8,494,820.80
Class PT1-II-7A
(5)
$
8,199,087.06
Class PT1-II-7B
(6)
$
8,199,087.06
Class PT1-II-8A
(5)
$
7,916,572.09
Class PT1-II-8B
(6)
$
7,916,572.09
Class PT1-II-9A
(5)
$
7,646,290.11
Class PT1-II-9B
(6)
$
7,646,290.11
Class PT1-II-10A
(5)
$
7,387,160.53
Class PT1-II-10B
(6)
$
7,387,160.53
Class PT1-II-11A
(5)
$
7,138,422.35
Class PT1-II-11B
(6)
$
7,138,422.35
Class PT1-II-12A
(5)
$
6,898,472.31
Class PT1-II-12B
(6)
$
6,898,472.31
Class PT1-II-13A
(5)
$
6,666,961.05
Class PT1-II-13B
(6)
$
6,666,961.05
Class PT1-II-14A
(5)
$
6,412,798.32
Class PT1-II-14B
(6)
$
6,412,798.32
Class PT1-II-15A
(5)
$
6,141,460.13
Class PT1-II-15B
(6)
$
6,141,460.13
Class PT1-II-16A
(5)
$
5,875,822.73
Class PT1-II-16B
(6)
$
5,875,822.73
Class PT1-II-17A
(5)
$
5,621,706.04
Class PT1-II-17B
(6)
$
5,621,706.04
Class PT1-II-18A
(5)
$
5,378,633.44
Class PT1-II-18B
(6)
$
5,378,633.44
Class PT1-II-19A
(5)
$
5,146,125.55
Class PT1-II-19B
(6)
$
5,146,125.55
Class PT1-II-20A
(5)
$
4,975,289.01
Class PT1-II-20B
(6)
$
4,975,289.01
Class PT1-II-21A
(5)
$
22,541,643.75
Class PT1-II-21B
(6)
$
22,541,643.75
Class PT1-II-22A
(5)
$
49,747,487.22
Class PT1-II-22B
(6)
$
49,747,487.22
Class PT1-II-23A
(5)
$
1,486,110.83
Class PT1-II-23B
(6)
$
1,486,110.83
Class PT1-II-24A
(5)
$
1,426,318.99
Class PT1-II-24B
(6)
$
1,426,318.99
Class PT1-II-25A
(5)
$
1,368,961.83
Class PT1-II-25B
(6)
$
1,368,961.83
Class PT1-II-26A
(5)
$
1,313,939.14
Class PT1-II-26B
(6)
$
1,313,939.14
Class PT1-II-27A
(5)
$
1,261,153.44
Class PT1-II-27B
(6)
$
1,261,153.44
Class PT1-II-28A
(5)
$
1,210,526.17
Class PT1-II-28B
(6)
$
1,210,526.17
Class PT1-II-29A
(5)
$
1,162,005.90
Class PT1-II-29B
(6)
$
1,162,005.90
Class PT1-II-30A
(5)
$
1,115,389.49
Class PT1-II-30B
(6)
$
1,115,389.49
Class PT1-II-31A
(5)
$
1,070,666.13
Class PT1-II-31B
(6)
$
1,070,666.13
Class PT1-II-32A
(5)
$
1,027,759.97
Class PT1-II-32B
(6)
$
1,027,759.97
Class PT1-II-33A
(5)
$
1,078,809.71
Class PT1-II-33B
(6)
$
1,078,809.71
Class PT1-II-34A
(5)
$
9,936,343.67
Class PT1-II-34B
(6)
$
9,936,343.67
Class PT1-II-35A
(5)
$
2,877,076.86
Class PT1-II-35B
(6)
$
2,877,076.86
Class PT1-II-36A
(5)
$
375,902.14
Class PT1-II-36B
(6)
$
375,902.14
Class PT1-II-37A
(5)
$
363,317.10
Class PT1-II-37B
(6)
$
363,317.10
Class PT1-II-38A
(5)
$
351,138.28
Class PT1-II-38B
(6)
$
351,138.28
Class PT1-II-39A
(5)
$
339,365.69
Class PT1-II-39B
(6)
$
339,365.69
Class PT1-II-40A
(5)
$
327,972.26
Class PT1-II-40B
(6)
$
327,972.26
Class PT1-II-41A
(5)
$
316,976.93
Class PT1-II-41B
(6)
$
316,976.93
Class PT1-II-42A
(5)
$
306,322.83
Class PT1-II-42B
(6)
$
306,322.83
Class PT1-II-43A
(5)
$
296,018.10
Class PT1-II-43B
(6)
$
296,018.10
Class PT1-II-44A
(5)
$
286,049.18
Class PT1-II-44B
(6)
$
286,049.18
Class PT1-II-45A
(5)
$
276,413.37
Class PT1-II-45B
(6)
$
276,413.37
Class PT1-II-46A
(5)
$
267,091.71
Class PT1-II-46B
(6)
$
267,091.71
Class PT1-II-47A
(5)
$
258,078.79
Class PT1-II-47B
(6)
$
258,078.79
Class PT1-II-48A
(5)
$
249,363.78
Class PT1-II-48B
(6)
$
249,363.78
Class PT1-II-49A
(5)
$
240,938.54
Class PT1-II-49B
(6)
$
240,938.54
Class PT1-II-50A
(5)
$
232,792.25
Class PT1-II-50B
(6)
$
232,792.25
Class PT1-II-51A
(5)
$
224,914.06
Class PT1-II-51B
(6)
$
224,914.06
Class PT1-II-52A
(5)
$
217,295.87
Class PT1-II-52B
(6)
$
217,295.87
Class PT1-II-53A
(5)
$
209,934.96
Class PT1-II-53B
(6)
$
209,934.96
Class PT1-II-54A
(5)
$
202,815.08
Class PT1-II-54B
(6)
$
202,815.08
Class PT1-II-55A
(5)
$
5,677,711.81
Class PT1-II-55B
(6)
$
5,677,711.81
Class PT1-R
(7)
(7)
--------------------
(1) For any Distribution Date (and the
related Interest Accrual Period), this
Pooling-Tier REMIC-1
Regular Interest shall bear interest at a per annum
rate (its "Pooling-Tier
REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1 Loan Group I
WAC Rate.
(2) For any Distribution Date (and the
related Interest Accrual Period), this
Pooling-Tier REMIC-1
Regular Interest shall bear interest at a per annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i)
2 and (ii) the
Pooling-Tier REMIC-1 Loan Group I WAC Rate, subject to a
maximum rate of
9.6000%.
(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)
9.6000%.
(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
9.6000%.
(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)
9.6000%.
(7) The Class PT1-R Interest shall not have
a principal balance and shall not
bear interest.
On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of
Pooling-Tier REMIC-1 all expenses of the
Trust for such Distribution Date. Such
expense, other than Servicing Fees and
Trustee Fees, shall be allocated in the
same manner as Realized Losses.
On each Distribution Date, the interest distributable in
respect
of the Mortgage Loans from the related Loan
Group for such Distribution Date
shall be deemed to be distributed to the
Pooling-Tier REMIC-1 Regular Interests
at the rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group I Mortgage Loans shall be
allocated to the outstanding Pooling-Tier
REMIC-1 Regular Interest relating to
the Group I Mortgage Loans with the lowest
numerical denomination until the
Pooling-Tier REMIC-1 Principal Amount of
such interest is reduced to zero,
provided that, with respect to Pooling-Tier
REMIC-1 Regular Interests relating
to Loan Group I with the same numerical
denomination, such Realized Losses,
Subsequent Recoveries and payments of
principal shall be allocated pro rata
between such Pooling-Tier REMIC-1 Regular
Interests, until the Pooling-Tier
REMIC-1 Principal Amount of such interest
is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group II Mortgage Loans shall be
allocated to the outstanding Pooling-Tier
REMIC-1 Regular Interest relating to
the Group II Mortgage Loans with the lowest
numerical denomination until the
Pooling-Tier REMIC-1 Principal Amount of
such interest is reduced to zero,
provided that, with respect to Pooling-Tier
REMIC-1 Regular Interests relating
to Loan Group II with the same numerical
denomination, such Realized Losses,
Subsequent Recoveries and payments of
principal shall be allocated pro rata
between such Pooling-Tier REMIC-1 Regular
Interests, until the Pooling-Tier
REMIC-1 Principal Amount of such interest
is reduced to zero.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such
interest, other than the Class PT2-R
Interest, is hereby designated as a regular
interest in Pooling-Tier REMIC-2.
Pooling-Tier REMIC-2 Interests with an "I"
in their designation shall relate to
the Group I Mortgage Loans and Pooling Tier
REMIC-2 Interests with a "II" in
their designation shall relate to the Group
II Mortgage Loans. The Class PT2-R
Interest is hereby designated as the sole
class of residual interest in
Pooling-Tier REMIC-2 and shall be
represented by the Class R Certificates.
<TABLE>
<CAPTION>
Corresponding
Pooling-Tier
Corresponding
Corresponding
Scheduled
REMIC-2
Pooling-Tier
Pooling-Tier
Pooling-Tier
Crossover
Pooling-Tier
Interest
REMIC-2 Initial
REMIC-2 IO
REMIC-1 Regular Distribution
REMIC-2 Interest
Rate
Principal Amount
Interest
Interest
Date
----------------
------------
---------------
---------------- ---------------
------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1)
$ 22,105,259.29
N/A
N/A
N/A
Class PT2-I-2A
(2)
$ 9,151,175.72
Class PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3)
$ 9,151,175.72
N/A
N/A
N/A
Class PT2-I-3A
(2)
$ 8,106,176.41
Class PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3)
$ 8,106,176.41
N/A
N/A
N/A
Class PT2-I-4A
(2)
$ 7,967,254.92
Class PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3)
$ 7,967,254.92
N/A
N/A
N/A
Class PT2-I-5A
(2)
$ 7,450,967.16
Class PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3)
$ 7,450,967.16
N/A
N/A
N/A
Class PT2-I-6A
(2)
$ 7,188,644.20
Class PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3)
$ 7,188,644.20
N/A
N/A
N/A
Class PT2-I-7A
(2)
$ 6,938,382.94
Class PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3)
$ 6,938,382.94
N/A
N/A
N/A
Class PT2-I-8A
(2)
$ 6,699,307.91
Class PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3)
$ 6,699,307.91
N/A
N/A
N/A
Class PT2-I-9A
(2)
$ 6,470,584.89
Class PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3)
$ 6,470,584.89
N/A
N/A
N/A
Class PT2-I-10A
(2)
$ 6,251,299.47
Class PT2-I-IO-10
N/A
N/A
Class PT2-I-10B
(3)
$ 6,251,299.47
N/A
N/A
N/A
Class PT2-I-11A
(2)
$ 6,040,807.65
Class PT2-I-IO-11
N/A
N/A
Class PT2-I-11B
(3)
$
6,040,807.65
N/A
N/A
N/A
Class PT2-I-12A
(2)
$ 5,837,752.69
Class PT2-I-IO-12
N/A
N/A
Class PT2-I-12B
(3)
$ 5,837,752.69
N/A
N/A
N/A
Class PT2-I-13A
(2)
$ 5,641,838.95
Class PT2-I-IO-13
N/A
N/A
Class PT2-I-13B
(3)
$ 5,641,838.95
N/A
N/A
N/A
Class PT2-I-14A
(2)
$ 5,426,756.68
Class PT2-I-IO-14
N/A
N/A
Class PT2-I-14B
(3)
$ 5,426,756.68
N/A
N/A
N/A
Class PT2-I-15A
(2)
$ 5,197,139.87
Class PT2-I-IO-15
N/A
N/A
Class PT2-I-15B
(3)
$ 5,197,139.87
N/A
N/A
N/A
Class PT2-I-16A
(2)
$ 4,972,347.27
Class PT2-I-IO-16
N/A
N/A
Class PT2-I-16B
(3)
$ 4,972,347.27
N/A
N/A
N/A
Class PT2-I-17A
(2)
$ 4,757,303.96
Class PT2-I-IO-17
N/A
N/A
Class PT2-I-17B
(3)
$ 4,757,303.96
N/A
N/A
N/A
Class PT2-I-18A
(2)
$ 4,551,606.56
Class PT2-I-IO-18
N/A
N/A
Class PT2-I-18B
(3)
$ 4,551,606.56
N/A
N/A
N/A
Class PT2-I-19A
(2)
$ 4,354,849.45
Class PT2-I-IO-19
N/A
N/A
Class PT2-I-19B
(3)
$ 4,354,849.45
N/A
N/A
N/A
Class PT2-I-20A
(2)
$ 4,210,280.99
Class PT2-I-IO-20
N/A
N/A
Class PT2-I-20B
(3)
$ 4,210,280.99
N/A
N/A
N/A
Class PT2-I-21A
(2)
$ 19,075,606.25
Class PT2-I-IO-21
N/A
N/A
Class PT2-I-21B
(3)
$ 19,075,606.25
N/A
N/A
N/A
Class PT2-I-22A
(2)
$ 42,098,237.78
Class PT2-I-IO-22
N/A
N/A
Class PT2-I-22B
(3)
$ 42,098,237.78
N/A
N/A
N/A
Class PT2-I-23A
(2)
$ 1,257,604.17
Class PT2-I-IO-23
N/A
N/A
Class PT2-I-23B
(3)
$ 1,257,604.17
N/A
N/A
N/A
Class PT2-I-24A
(2)
$ 1,207,006.01
Class PT2-I-IO-24
N/A
N/A
Class PT2-I-24B
(3)
$ 1,207,006.01
N/A
N/A
N/A
Class PT2-I-25A
(2)
$ 1,158,468.17
Class PT2-I-IO-25
N/A
N/A
Class PT2-I-25B
(3)
$ 1,158,468.17
N/A
N/A
N/A
Class PT2-I-26A
(2)
$ 1,111,905.86
Class PT2-I-IO-26
N/A
N/A
Class PT2-I-26B
(3)
$ 1,111,905.86
N/A
N/A
N/A
Class PT2-I-27A
(2)
$ 1,067,236.56
Class PT2-I-IO-27
N/A
N/A
Class PT2-I-27B
(3)
$ 1,067,236.56
N/A
N/A
N/A
Class PT2-I-28A
(2)
$ 1,024,393.83
Class PT2-I-IO-28
N/A
N/A
Class PT2-I-28B
(3)
$ 1,024,393.83
N/A
N/A
N/A
Class PT2-I-29A
(2)
$
983,334.10
Class PT2-I-IO-29
N/A
N/A
Class PT2-I-29B
(3)
$
983,334.10
N/A
N/A
N/A
Class PT2-I-30A
(2)
$
943,885.51
Class PT2-I-IO-30
N/A
N/A
Class PT2-I-30B
(3)
$
943,885.51
N/A
N/A
N/A
Class PT2-I-31A
(2)
$
906,038.87
Class PT2-I-IO-31
N/A
N/A
Class PT2-I-31B
(3)
$
906,038.87
N/A
N/A
N/A
Class PT2-I-32A
(2)
$
869,730.03
Class PT2-I-IO-32
N/A
N/A
Class PT2-I-32B
(3)
$
869,730.03
N/A
N/A
N/A
Class PT2-I-33A
(2)
$
912,930.29
Class PT2-I-IO-33
N/A
N/A
Class PT2-I-33B
(3)
$
912,930.29
N/A
N/A
N/A
Class PT2-I-34A
(2)
$ 8,408,516.33
Class PT2-I-IO-34
N/A
N/A
Class PT2-I-34B
(3)
$ 8,408,516.33
N/A
N/A
N/A
Class PT2-I-35A
(2)
$ 2,434,693.14
Class PT2-I-IO-35
N/A
N/A
Class PT2-I-35B
(3)
$ 2,434,693.14
N/A
N/A
N/A
Class PT2-I-36A
(2)
$
318,102.86
Class PT2-I-IO-36
N/A
N/A
Class PT2-I-36B
(3)
$
318,102.86
N/A
N/A
N/A
Class PT2-I-37A
(2)
$
307,452.90
Class PT2-I-IO-37
N/A
N/A
Class PT2-I-37B
(3)
$
307,452.90
N/A
N/A
N/A
Class PT2-I-38A
(2)
$
297,146.72
Class PT2-I-IO-38
N/A
N/A
Class PT2-I-38B
(3)
$
297,146.72
N/A
N/A
N/A
Class PT2-I-39A
(2)
$
287,184.31
Class PT2-I-IO-39
N/A
N/A
Class PT2-I-39B
(3)
$
287,184.31
N/A
N/A
N/A
Class PT2-I-40A
(2)
$
277,542.74
Class PT2-I-IO-40
N/A
N/A
Class PT2-I-40B
(3)
$
277,542.74
N/A
N/A
N/A
Class PT2-I-41A
(2)
$
268,238.07
Class PT2-I-IO-41
N/A
N/A
Class PT2-I-41B
(3)
$
268,238.07
N/A
N/A
N/A
Class PT2-I-42A
(2)
$
259,222.17
Class PT2-I-IO-42
N/A
N/A
Class PT2-I-42B
(3)
$
259,222.17
N/A
N/A
N/A
Class PT2-I-43A
(2)
$
250,501.90
Class PT2-I-IO-43
N/A
N/A
Class PT2-I-43B
(3)
$
250,501.90
N/A
N/A
N/A
Class PT2-I-44A
(2)
$
242,065.82
Class PT2-I-IO-44
N/A
N/A
Class PT2-I-44B
(3)
$
242,065.82
N/A
N/A
N/A
Class PT2-I-45A
(2)
$
233,911.63
Class PT2-I-IO-45
N/A
N/A
Class PT2-I-45B
(3)
$
233,911.63
N/A
N/A
N/A
Class PT2-I-46A
(2)
$
226,023.29
Class PT2-I-IO-46
N/A
N/A
Class PT2-I-46B
(3)
$
226,023.29
N/A
N/A
N/A
Class PT2-I-47A
(2)
$
218,396.21
Class PT2-I-IO-47
N/A
N/A
Class PT2-I-47B
(3)
$
218,396.21
N/A
N/A
N/A
Class PT2-I-48A
(2)
$
211,021.22
Class PT2-I-IO-48
N/A
N/A
Class PT2-I-48B
(3)
$
211,021.22
N/A
N/A
N/A
Class PT2-I-49A
(2)
$
203,891.46
Class PT2-I-IO-49
N/A
N/A
Class PT2-I-49B
(3)
$
203,891.46
N/A
N/A
N/A
Class PT2-I-50A
(2)
$
196,997.75
Class PT2-I-IO-50
N/A
N/A
Class PT2-I-50B
(3)
$
196,997.75
N/A
N/A
N/A
Class PT2-I-51A
(2)
$
190,330.94
Class PT2-I-IO-51
N/A
N/A
Class PT2-I-51B
(3)
$
190,330.94
N/A
N/A
N/A
Class PT2-I-52A
(2)
$
183,884.13
Class PT2-I-IO-52
N/A
N/A
Class PT2-I-52B
(3)
$
183,884.13
N/A
N/A
N/A
Class PT2-I-53A
(2)
$ 177,655.04
Class PT2-I-IO-53
N/A
N/A
Class PT2-I-53B
(3)
$
177,655.04
N/A
N/A
N/A
Class PT2-I-54A
(2)
$
171,629.92
Class PT2-I-IO-54
N/A
N/A
Class PT2-I-54B
(3)
$
171,629.92
N/A
N/A
N/A
Class PT2-I-55A
(2)
$ 4,804,698.19
Class PT2-I-IO-55
N/A
N/A
Class PT2-I-55B
(3)
$ 4,804,698.19
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 November 2006
Class PT2-I-IO-13
(4)
(4)
N/A
Class PT1-I-13A December 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 November 2007
Class PT2-I-IO-25
(4)
(4)
N/A
Class PT1-I-25A December 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 November 2008
Class PT2-I-IO-37
(4)
(4)
N/A
Class PT1-I-37A December 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 November 2009
Class PT2-I-IO-49
(4)
(4)
N/A
Class PT1-I-49A December 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-II-1
(5)
$ 26,121,784.71
N/A
N/A
N/A
Class PT2-II-2A
(6)
$ 10,813,944.28
Class PT2-II-IO-2
N/A
N/A
Class PT2-II-2B
(7)
$ 10,813,944.28
N/A
N/A
N/A
Class PT2-II-3A
(6)
$ 9,579,068.59
Class PT2-II-IO-3
N/A
N/A
Class PT2-II-3B
(7)
$ 9,579,068.59
N/A
N/A
N/A
Class PT2-II-4A
(6)
$ 9,414,905.08
Class PT2-II-IO-4
N/A
N/A
Class PT2-II-4B
(7)
$ 9,414,905.08
N/A
N/A
N/A
Class PT2-II-5A
(6)
$ 8,804,807.84
Class PT2-II-IO-5
N/A
N/A
Class PT2-II-5B
(7)
$ 8,804,807.84
N/A
N/A
N/A
Class PT2-II-6A
(6)
$ 8,494,820.80
Class PT2-II-IO-6
N/A
N/A
Class PT2-II-6B
(7)
$ 8,494,820.80
N/A
N/A
N/A
Class PT2-II-7A
(6)
$ 8,199,087.06
Class PT2-II-IO-7
N/A
N/A
Class PT2-II-7B
(7)
$ 8,199,087.06
N/A
N/A
N/A
Class PT2-II-8A
(6)
$ 7,916,572.09
Class PT2-II-IO-8
N/A
N/A
Class PT2-II-8B
(7)
$ 7,916,572.09
N/A
N/A
N/A
Class PT2-II-9A
(6)
$ 7,646,290.11
Class PT2-II-IO-9
N/A
N/A
Class PT2-II-9B
(7)
$ 7,646,290.11
N/A
N/A
N/A
Class PT2-II-10A
(6)
$ 7,387,160.53
Class PT2-II-IO-10 N/A
N/A
Class PT2-II-10B
(7)
$ 7,387,160.53
N/A
N/A
N/A
Class PT2-II-11A
(6)
$ 7,138,422.35
Class PT2-II-IO-11 N/A
N/A
Class PT2-II-11B
(7)
$ 7,138,422.35
N/A
N/A
N/A
Class PT2-II-12A
(6)
$ 6,898,472.31
Class PT2-II-IO-12 N/A
N/A
Class PT2-II-12B
(7)
$ 6,898,472.31
N/A
N/A
N/A
Class PT2-II-13A
(6)
$ 6,666,961.05
Class PT2-II-IO-13 N/A
N/A
Class PT2-II-13B
(7)
$ 6,666,961.05
N/A
N/A
N/A
Class PT2-II-14A
(6)
$ 6,412,798.32
Class PT2-II-IO-14 N/A
N/A
Class PT2-II-14B
(7)
$ 6,412,798.32
N/A
N/A
N/A
Class PT2-II-15A
(6)
$ 6,141,460.13
Class PT2-II-IO-15 N/A
N/A
Class PT2-II-15B
(7)
$ 6,141,460.13
N/A
N/A
N/A
Class PT2-II-16A
(6)
$ 5,875,822.73
Class PT2-II-IO-16 N/A
N/A
Class PT2-II-16B
(7)
$ 5,875,822.73
N/A
N/A
N/A
Class PT2-II-17A
(6)
$ 5,621,706.04
Class PT2-II-IO-17 N/A
N/A
Class PT2-II-17B
(7)
$ 5,621,706.04
N/A
N/A
N/A
Class PT2-II-18A
(6)
$ 5,378,633.44
Class PT2-II-IO-18 N/A
N/A
Class PT2-II-18B
(7)
$ 5,378,633.44
N/A
N/A
N/A
Class PT2-II-19A
(6)
$ 5,146,125.55
Class PT2-II-IO-19 N/A
N/A
Class PT2-II-19B
(7)
$ 5,146,125.55
N/A
N/A
N/A
Class PT2-II-20A
(6)
$ 4,975,289.01
Class PT2-II-IO-20 N/A
N/A
Class PT2-II-20B
(7)
$ 4,975,289.01
N/A
N/A
N/A
Class PT2-II-21A
(6)
$ 22,541,643.75
Class PT2-II-IO-21 N/A
N/A
Class PT2-II-21B
(7)
$ 22,541,643.75
N/A
N/A
N/A
Class PT2-II-22A
(6)
$ 49,747,487.22
Class PT2-II-IO-22 N/A
N/A
Class PT2-II-22B
(7)
$ 49,747,487.22
N/A
N/A
N/A
Class PT2-II-23A
(6)
$ 1,486,110.83
Class PT2-II-IO-23 N/A
N/A
Class PT2-II-23B
(7)
$ 1,486,110.83
N/A
N/A
N/A
Class PT2-II-24A
(6)
$ 1,426,318.99
Class PT2-II-IO-24 N/A
N/A
Class PT2-II-24B
(7)
$ 1,426,318.99
N/A
N/A
N/A
Class PT2-II-25A
(6)
$ 1,368,961.83
Class PT2-II-IO-25 N/A
N/A
Class PT2-II-25B
(7)
$ 1,368,961.83
N/A
N/A
N/A
Class PT2-II-26A
(6)
$ 1,313,939.14
Class PT2-II-IO-26 N/A
N/A
Class PT2-II-26B
(7)
$ 1,313,939.14
N/A
N/A
N/A
Class PT2-II-27A
(6)
$ 1,261,153.44
Class PT2-II-IO-27 N/A
N/A
Class PT2-II-27B
(7)
$ 1,261,153.44
N/A
N/A
N/A
Class PT2-II-28A
(6)
$ 1,210,526.17
Class PT2-II-IO-28 N/A
N/A
Class PT2-II-28B
(7)
$ 1,210,526.17
N/A
N/A
N/A
Class PT2-II-29A
(6)
$ 1,162,005.90
Class PT2-II-IO-29 N/A
N/A
Class PT2-II-29B
(7)
$ 1,162,005.90
N/A
N/A
N/A
Class PT2-II-30A
(6)
$ 1,115,389.49
Class PT2-II-IO-30 N/A
N/A
Class PT2-II-30B
(7)
$ 1,115,389.49
N/A
N/A
N/A
Class PT2-II-31A
(6)
$ 1,070,666.13
Class PT2-II-IO-31 N/A
N/A
Class PT2-II-31B
(7)
$ 1,070,666.13
N/A
N/A
N/A
Class PT2-II-32A
(6)
$ 1,027,759.97
Class PT2-II-IO-32 N/A
N/A
Class PT2-II-32B
(7)
$ 1,027,759.97
N/A
N/A
N/A
Class PT2-II-33A
(6)
$ 1,078,809.71
Class PT2-II-IO-33 N/A
N/A
Class PT2-II-33B
(7)
$ 1,078,809.71
N/A
N/A
N/A
Class PT2-II-34A
(6)
$ 9,936,343.67
Class PT2-II-IO-34
N/A
N/A
Class PT2-II-34B
(7)
$ 9,936,343.67
N/A
N/A
N/A
Class PT2-II-35A
(6)
$ 2,877,076.86
Class PT2-II-IO-35 N/A
N/A
Class PT2-II-35B
(7)
$ 2,877,076.86
N/A
N/A
N/A
Class PT2-II-36A
(6)
$
375,902.14
Class PT2-II-IO-36 N/A
N/A
Class PT2-II-36B (7)
$
375,902.14
N/A
N/A
N/A
Class PT2-II-37A
(6)
$
363,317.10
Class PT2-II-IO-37 N/A
N/A
Class PT2-II-37B
(7)
$
363,317.10
N/A
N/A
N/A
Class PT2-II-38A
(6)
$
351,138.28
Class PT2-II-IO-38 N/A
N/A
Class PT2-II-38B
(7)
$
351,138.28
N/A
N/A
N/A
Class PT2-II-39A
(6)
$
339,365.69
Class PT2-II-IO-39 N/A
N/A
Class PT2-II-39B
(7)
$
339,365.69
N/A
N/A
N/A
Class PT2-II-40A
(6)
$
327,972.26
Class PT2-II-IO-40 N/A
N/A
Class PT2-II-40B
(7)
$
327,972.26
N/A
N/A
N/A
Class PT2-II-41A
(6)
$
316,976.93
Class PT2-II-IO-41 N/A
N/A
Class PT2-II-41B
(7)
$
316,976.93
N/A
N/A
N/A
Class PT2-II-42A
(6)
$
306,322.83
Class PT2-II-IO-42 N/A
N/A
Class PT2-II-42B
(7)
$
306,322.83
N/A
N/A
N/A
Class PT2-II-43A
(6)
$
296,018.10
Class PT2-II-IO-43 N/A
N/A
Class PT2-II-43B
(7)
$
296,018.10
N/A
N/A
N/A
Class PT2-II-44A
(6)
$
286,049.18
Class PT2-II-IO-44 N/A
N/A
Class PT2-II-44B
(7)
$
286,049.18
N/A
N/A
N/A
Class PT2-II-45A
(6)
$
276,413.37
Class PT2-II-IO-45 N/A
N/A
Class PT2-II-45B
(7)
$
276,413.37
N/A
N/A
N/A
Class PT2-II-46A
(6)
$
267,091.71
Class PT2-II-IO-46 N/A
N/A
Class PT2-II-46B
(7)
$
267,091.71
N/A
N/A
N/A
Class PT2-II-47A
(6)
$
258,078.79
Class PT2-II-IO-47 N/A
N/A
Class PT2-II-47B
(7)
$
258,078.79
N/A
N/A
N/A
Class PT2-II-48A
(6)
$
249,363.78
Class PT2-II-IO-48 N/A
N/A
Class PT2-II-48B
(7)
$
249,363.78
N/A
N/A
N/A
Class PT2-II-49A
(6)
$
240,938.54
Class
PT2-II-IO-49 N/A
N/A
Class PT2-II-49B
(7)
$
240,938.54
N/A
N/A
N/A
Class PT2-II-50A
(6)
$
232,792.25
Class PT2-II-IO-50 N/A
N/A
Class PT2-II-50B
(7)
$
232,792.25
N/A
N/A
N/A
Class PT2-II-51A
(6)
$
224,914.06
Class PT2-II-IO-51 N/A
N/A
Class PT2-II-51B
(7)
$
224,914.06
N/A
N/A
N/A
Class PT2-II-52A
(6)
$
217,295.87
Class PT2-II-IO-52 N/A
N/A
Class PT2-II-52B
(7)
$
217,295.87
N/A
N/A
N/A
Class PT2-II-53A
(6)
$
209,934.96
Class PT2-II-IO-53 N/A
N/A
Class PT2-II-53B
(7)
$
209,934.96
N/A
N/A
N/A
Class PT2-II-54A
(6)
$
202,815.08
Class PT2-II-IO-54 N/A
N/A
Class PT2-II-54B
(7)
$
202,815.08
N/A
N/A
N/A
Class PT2-II-55A
(6)
$ 5,677,711.81
Class PT2-II-IO-55 N/A
N/A
Class PT2-II-55B
(7)
$ 5,677,711.81
N/A
N/A
N/A
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
November 2006
Class PT2-II-IO-13
(4)
(4)
N/A
Class PT1-II-13A
December 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
November 2007
Class PT2-II-IO-25
(4)
(4)
N/A
Class PT1-II-25A
December 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
November 2008
Class PT2-II-IO-37
(4)
(4)
N/A
Class PT1-II-37A
December 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
November 2009
Class PT2-II-IO-49
(4)
(4)
N/A
Class PT1-II-49A
December 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-R
(8)
(8)
N/A
N/A
N/A
</TABLE>
---------------------
(1) For any Distribution Date (and the
related Interest Accrual Period), this
Pooling-Tier REMIC-2
Regular Interest shall bear interest at a per annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1 Loan Group I
WAC Rate.
(2) For any Distribution Date (and the
related Interest Accrual Period), this
Pooling-Tier REMIC-2
Regular Interest shall bear interest at a per annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of the
Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1 Regular
Interests relating to 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 the Group II Mortgage Loans and having
an "A" in their class
designation, provided that, on each Distribution Date
on which interest is
distributable on the Corresponding Pooling-Tier REMIC-2
IO Interest, this
Pooling-Tier REMIC-2 Regular Interest shall bear interest
at a per annum rate
equal to Swap LIBOR subject to a maximum rate equal to
the weighted average
of the Pooling-Tier REMIC-1 Interest Rates on the
Pooling-Tier REMIC-1
Regular Interests relating to 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 have
a principal balance and shall not
bear interest.
On each Distribution Date, the interest distributable in
respect
of the Mortgage Loans from the related Loan
Group 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 then outstanding
Pooling-Tier REMIC-2 Regular Interests (other
than the Pooling-Tier REMIC-2 IO Interests)
relating to the Group I Mortgage
Loans with the lowest numerical
denomination until the Pooling-Tier REMIC-2
Principal Amount of such interest is
reduced to zero, provided that, for
Pooling-Tier REMIC-2 Regular Interests
relating to the Group I Mortgage Loans
with the same numerical denomination, such
Realized Losses, Subsequent
Recoveries and payments of principal shall
be allocated pro rata between such
Pooling-Tier REMIC-2 Regular Interests,
until the Pooling-Tier REMIC-2 Principal
Amount of such 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 then 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 until the
Pooling-Tier REMIC-2 Principal Amount of
such interest is reduced to zero, provided
that, for Pooling-Tier REMIC-2
Regular Interests relating to the Group II
Mortgage Loans with the same
numerical denomination, such Realized
Losses and payments of principal shall be
allocated pro rata between such
Pooling-Tier REMIC-2 Regular Interests, until
the Pooling-Tier REMIC-2 Principal Amount
of such 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
Certificates.
<TABLE>
<CAPTION>
Corresponding
Lower-Tier REMIC Lower-Tier
Initial Lower-Tier Principal
Upper-Tier REMIC
Interest
Interest Rate
Amount
Regular Interest
----------------
-------------
----------------------------
----------------
<S>
<C>
<C>
<C>
Class LT-A-1
(1)
1/2 initial Class Certificate
A-1
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-A-2a
(1)
1/2 initial Class Certificate
A-2a
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-A-2b
(1)
1/2 initial Class Certificate
A-2b
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-A-2c
(1)
1/2 initial Class Certificate
A-2c
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-1
(1)
1/2 initial Class Certificate
M-1
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-2
(1)
1/2 initial Class Certificate
M-2
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-3
(1)
1/2 initial Class Certificate
M-3
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-4
(1)
1/2 initial Class Certificate
M-4
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-5
(1)
1/2 initial Class Certificate
M-5
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-6
(1)
1/2 initial Class Certificate
M-6
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-B-1
(1)
1/2 initial Class Certificate
B-1
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-B-2
(1)
1/2 initial Class Certificate
B-2
Balance of Corresponding
Upper-Tier
Regular Interest
Class LT-B-3
(1)
1/2 initial Class Certificate
B-3
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-Accrual
(1)
1/2 Pool Stated Principal Balance
N/A
plus 1/2 Subordinated Amount, less
the aggregate initial Lower-Tier
Principal Amount of Class
LT-Group I and Class LT Group II
Class LT-Group I
(2)
0.001% aggregate Stated Principal
N/A
Balance of Group I Mortgage
Loans(4)
Class LT-Group II
(3)
0.001% aggregate Stated Principal
N/A
Balance of Group II Mortgage
Loans(4)
Class LT-IO
(5)
(5)
N/A
Class LT-R
(6)
(6)
N/A
</TABLE>
-----------------------------
(1) The interest rate with respect to any
Distribution Date for these interests
is a per annum
variable rate equal to the weighted average of the
Pooling-Tier REMIC-2
Interest Rates of the Pooling-Tier REMIC-2 Regular
Interests (other than
the Pooling-Tier REMIC-2 IO Interests).
(2) The interest rate with respect to any
Distribution Date for the Class
LT-Group I Interest is
a per annum variable rate (expressed as a percentage
rounded to eight
decimal places) equal to the weighted average of the
Pooling-Tier REMIC-2
Interest Rates of the Pooling-Tier REMIC-2 Regular
Interests (other than
the Pooling Tier REMIC-2 IO Interests) relating to the
Group I Mortgage
Loans.
(3) The interest rate with respect to any
Distribution Date for the Class
LT-Group II Interest
is a per annum variable rate (expressed as a percentage
rounded to eight
decimal places) equal to the weighted average of the
Pooling-Tier REMIC-2
Interest Rates of the Pooling-Tier REMIC-2 Regular
Interests (other than
the Pooling Tier REMIC-2 IO Interests) relating to the
Group II Mortgage
Loans.
(4) For all Distribution Dates, the
Lower-Tier Principal Amount of these
Lower-Tier Regular
Interests shall be rounded to eight decimal places.
(5) This Lower-Tier Regular Interest is an
interest-only interest and does not
have a Lower-Tier
Principal Amount. On each Distribution Date, this
Lower-Tier Regular
Interest shall be entitled to receive all interest
distributable on the
Pooling-Tier REMIC-2 IO Interests.
(6) The Class LT-R Interest is the sole
class of residual interest in the
Lower-Tier REMIC and
it 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-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
Subordinated 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 Subordinated Amount that is
attributable to a reduction in the Class
Certificate Balance of its
Corresponding Class) and shall be accrued
and added to the Lower-Tier 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 Subordinated 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 Subordinated Amount for purposes of
determining the amount of interest
accrual on the Class LT-Accrual Interest
payable as principal on the
LT-Accretion Directed Classes on the next
Distribution Date pursuant to the
first sentence of this paragraph. All
payments of scheduled principal and
prepayments of principal generated by the
Mortgage Loans and all Subsequent
Recoveries allocable to principal shall be
allocated (i) 50% to the Class
LT-Accrual Interest, the Class LT-Group I
Interest and Class LT-Group II
Interest (and further allocated among these
Lower-Tier Regular Interests in the
manner described below) and (ii) 50% to the
LT-Accretion Directed Classes (such
principal payments and Subsequent
Recoveries shall be allocated among such
LT-Accretion Directed Classes in an amount
equal to 50% of the principal amounts
and Subsequent Recoveries allocated to
their respective Corresponding Classes),
until paid in full. Notwithstanding the
above, principal payments allocated to
the Class X Interest that result in the
reduction in the Subordinated 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 Interest and the Class LT-Group
II Interest (and further allocated
among 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 Subordinated Amount. Any increase in
the Class Certificate Balance of a
Class of Offered 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, the
Class LT-Group I Interest and the Class
LT-Group II Interest (such increase
shall be further allocated among such
Lower-Tier Regular Interests in the manner
described below). 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 and all increases in the
Lower-Tier Principal Amount of such
Lower-Tier Regular Interests as a result of
Subsequent Recoveries 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
Certificates.
Upper-Tier REMIC Upper-Tier
Initial
Principal
Corresponding Class
Interest
Interest Rate Upper-Tier Amount
of
Certificates
---------------- -------------
-----------------
-------------------
Class A-1
(1)
$ 335,337,000
Class A-1
Class A-2a
(2)
$ 256,767,000
Class A-2a
Class A-2b
(2)
$ 81,000,000
Class A-2b
Class A-2c
(2)
$ 58,500,000
Class A-2c
Class M-1
(3)
$ 37,135,000
Class M-1
Class M-2
(3)
$ 33,758,000
Class M-2
Class M-3
(3)
$ 24,114,000
Class M-3
Class M-4
(3)
$ 17,844,000
Class M-4
Class M-5
(3)
$ 16,880,000
Class M-5
Class M-6
(3)
$ 14,950,000
Class M-6
Class B-1
(3)
$ 16,397,000
Class B-1
Class B-2
(3)
$ 11,575,000
Class B-2
Class B-3
(3)
$ 12,539,000
Class B-3
Class IO
(4)
(2)
N/A
Class X
(5)
(3)
Class X
Class UT-R
(6)
(4)
Class R
-----------------
(1) For any Distribution Date (and the
related Interest Accrual Period) this
interest shall bear
interest at the least of (i) the Pass-Through Rate
(determined without
regard to the Loan Group I Cap or WAC Cap) for the
Corresponding Class of
Certificates, (ii) the Lower-Tier Interest Rate for
the Class LT-Group I
Interest (the "Upper-Tier REMIC Loan Group I Rate") and
(ii) the Upper-Tier
REMIC WAC Rate.
(2) For any Distribution Date (and the
related Interest Accrual Period) this
interest shall bear
interest at the least of (i) the Pass-Through Rate
(determined without
regard to the Loan Group II Cap or WAC Cap) for the
Corresponding Class of
Certificates, (ii) the Lower-Tier Interest Rate for
the Class LT-Group II
Interest (the "Upper-Tier REMIC Loan Group II Rate")
and (ii) the
Upper-Tier REMIC WAC Rate.
(3) For any Distribution Date (and the
related Interest Accrual Period) this
interest shall bear
interest at the lesser of (i) the Pass-Through Rate
(determined without
regard to the WAC Cap) for the Corresponding Class of
Certificates and (ii)
the Upper-Tier REMIC WAC Rate.
(4) This interest is an interest-only
interest and does not have a principal
balance. On each
Distribution Date, the Class IO Interest shall be entitled
to receive all
interest distributable on the Class LT-IO Interest. This
interest shall be
beneficially owned by the holders of the Class X
Certificates and shall
be held as an asset of the Swap Account.
(5) The Class X Interest has an initial
principal balance of $47,744,874 but
will not accrue
interest on such balance but will accrue interest on a
notional principal balance. As of
any Distribution Date, the Class X
Interest shall have a
notional principal balance equal to the aggregate of
the Lower-Tier
Principal Amounts of the Lower-Tier Regular Interests (other
than the Class LT-IO
Interest) as of the first day of the related Interest
Accrual Period. With
respect to any Interest Accrual Period, the Class X
Interest shall bear
interest at a rate equal to the excess, if any, of the
Upper-Tier REMIC WAC
Rate over the product of (i) 2 and (ii) the weighted
average of the
Lower-Tier Interest Rates of the Lower-Tier REMIC Interests
(other than the Class
LT-IO Interest), where the Lower-Tier Interest Rate on
each of the Class
LT-Accrual Interest, Class LT-Group I Interest and Class
LT-Group II Interest
is subject to a cap equal to zero and each LT-Accretion
Directed Class is
subject to a cap equal to the Upper-Tier Interest Rate on
its Corresponding
Class of Upper-Tier Regular Interest. With respect to any
Distribution Date, interest
that so accrues on the notional principal
balance of the Class X
Interest shall be deferred in an amount equal to any
increase in the
Subordinated Amount on such Distribution Date. Such deferred
interest shall not
itself bear interest.
(6) The Class UT-R Interest does not have
an interest rate or a principal
balance.
On each Distribution Date, interest distributable in respect of
the Lower-Tier Interests for such
Distribution Date shall be deemed to be
distributed on the interests in the
Upper-Tier REMIC at the rates shown above,
provided that the Class IO Interest shall
be entitled to receive interest before
any other interest in the Upper-Tier
REMIC.
On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal
shall be allocated to the Upper-Tier
Interests until the outstanding principal
balance of each such interest equals
the outstanding Class Certificate Balance
of the Corresponding Class of
Certificates as of such Distribution
Date.
The Certificates
----------------
Class Pass-Through Class
Certificate
Class Designation
Rate
Balance
-----------------
------------------
-----------------
Class A-1
(1)
$ 335,337,000
Class A-2a
(2)
$ 256,767,000
Class A-2b
(3)
$ 81,000,000
Class A-2c
(4)
$ 58,500,000
Class M-1
(5)
$ 37,135,000
Class M-2
(5)
$ 33,758,000
Class M-3
(5)
$ 24,114,000
Class M-4
(5)
$ 17,844,000
Class M-5
(5)
$ 16,880,000
Class M-6
(5)
$ 14,950,000
Class B-1
(5)
$ 16,397,000
Class B-2
(5)
$ 11,575,000
Class B-3
(5)
$ 12,539,000
Class X
(6)
$
0(6)
Class R
(7)
$
0(7)
---------------------
(1) The Class A-1 Interest will bear
interest during each Interest Accrual
Period at a per annum
rate equal to (a) on or prior to the Optional
Termination Date, the least
of (i) LIBOR plus the applicable Pass-Through
Margin, (ii) the Loan
Group I Cap and (iii) the WAC Cap or (b) after the
Optional Termination
Date, the least of (i) LIBOR plus the applicable
Pass-Through Margin,
(ii) the Loan Group I Cap and (iii) the WAC Cap.
(2) The Class A-2a Interest will bear
interest during each Interest Accrual
Period at a per annum
rate equal to (a) on or prior to the Optional
Termination Date, the
least of (i) LIBOR plus the applicable Pass-Through
Margin, (ii) the Loan
Group II Cap and (iii) the WAC Cap or (b) after the
Optional Termination
Date, the least of (i) LIBOR plus the applicable
Pass-Through Margin,
(ii) the Loan Group II Cap and (iii) the WAC Cap.
(3) The Class A-2b Interest will bear
interest during each Interest Accrual
Period at a per annum
rate equal to (a) on or prior to the Optional
Termination Date, the
least of (i) LIBOR plus the applicable Pass-Through
Margin, (ii) the Loan
Group II Cap and (iii) the WAC Cap or (b) after the
Optional Termination
Date, the least of (i) LIBOR plus the applicable
Pass-Through Margin,
(ii) the Loan Group II Cap and (iii) the WAC Cap.
(4) The Class A-2c Interest will bear
interest during each Interest Accrual
Period at a per annum
rate equal to (a) on or prior to the Optional
Termination Date, the
least of (i) LIBOR plus the applicable Pass-Through
Margin, (ii) the Loan
Group II Cap and (iii) the WAC Cap or (b) after the
Optional Termination
Date, the least of (i) LIBOR plus the applicable
Pass-Through Margin,
(ii) the Loan Group II Cap and (iii) the WAC Cap.
(5) The Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class
B-1, Class B-2 and
Class B-3 Interests will bear interest during each
Interest Accrual
Period at a per annum rate equal to (a) on or prior to the
Optional Termination
Date, the lesser of (i) LIBOR plus the applicable
Pass-Through Margin,
and (ii) the WAC Cap or (b) after the Optional
Termination Date, the lesser
of (i) LIBOR plus the applicable Pass-Through
Margin, and (ii) the
WAC Cap.
(6) The Class X Certificates will represent
beneficial ownership of the Class X
Interest, the Class IO
Interest, the Interest Rate Swap Agreement, the right
to Class IO Shortfalls
and amounts in the Excess Reserve Fund Account and
the Swap Account,
subject to the obligation to make payments from the Excess
Reserve Fund Account
in respect of Basis Risk CarryForward Amounts and
amounts in the Swap
Account subject to the obligation to make Net Swap
Payments and Basis
Risk CarryForward Amounts. For federal income tax
purposes, the Trustee
will treat a Class X Certificateholder's obligation to
make payments from the
Excess Reserve Fund Account or the Swap Account as
payments made pursuant
to an interest rate cap contract written by the Class
X Certificateholders
in favor of each Class of Offered Certificates. Such
rights of the Class X
Certificateholders and Offered 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.
(7) The Class UT-R Interest does not have
an interest rate or a principal
balance.
(8) 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 Swap Account
in respect of any
Basis Risk CarryForward Amounts. Each of these
Certificates will also
be subject to the obligation to pay Class IO
Shortfalls as
described in Section 8.13. For federal income tax purposes,
any amount distributed
on the Offered 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 Swap Account,
as applicable, and any
amount distributable on such Corresponding Class of
Upper-Tier Regular
Interest on such Distribution Date in excess of the
amount distributable
on the Offered Certificates on such Distribution Date
shall be treated as
having been paid to the Swap Account, all pursuant to,
and as further
provided in, Section 8.13. For federal income tax purposes,
the Trustee will treat
a Certificateholder's right to receive payments from
the Excess Reserve
Fund Account or the Swap Account as payments made
pursuant to an
interest rate cap contract written by the Class X
Certificateholders.
The minimum denomination for each Class of Certificates, other
than the Class P, Class R and the Class X
Certificates, will be $25,000 with
integral multiples of $1 in excess thereof.
The minimum denomination for the
Class P and the Class X Certificates will
each be a 1% Percentage Interest in
such Class. The Class R Certificate will
represent a 100% Percentage Interest in
such Class.
It is expected that each Class of Certificates will receive its
final distribution of principal and
interest on or prior to the Final Scheduled
Distribution Date.
Set forth below are designations of Classes of Certificates to
the categories used herein:
Book-Entry Certificates............
All Classes of Certificates other
than the Physical Certificates.
Class A Certificates...............
Class A-1, Class A-2a, Class A-2b
and Class A-2c Certificates.
Delay Certificates.................
None.
ERISA-Restricted Certificates......
Class R Certificates, Class P
Certificates and Class X
Certificates; any certificate with a
rating below the lowest applicable
permitted rating under the
Underwriters' Exemption.
LIBOR Certificates.................
Class A and Subordinated \
Certificates.
Non-Delay Certificates.............
Class A, Class X and
Subordinated Certificates.
Offered Certificates...............
LIBOR Certificates.
Physical Certificates..............
Class P, Class X and
Class R Certificates.
Private Certificates...............
Class P, Class X and
Class R Certificates.
Rating Agencies....................
Fitch, Moody's and
Standard & Poor's.
Regular Certificates...............
All Classes of
Certificates other than the
Class P 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.
<PAGE>
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires,
shall have the following meanings:
Accepted Servicing Practices: With respect to any Mortgage
Loan,
those mortgage servicing practices set
forth in Section 3.01(a) of this
Agreement.
Account: Any of the Collection Accounts, 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.
Adjusted Net Mortgage Rate: As to each Mortgage Loan and at any
time, the per annum rate equal to the
Mortgage Rate less the Expense Fee Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first Due Date on which the related
Mortgage Rate adjusts as set forth in the
related Mortgage Note and each Due Date
thereafter on which the Mortgage Rate
adjusts as set forth in the related
Mortgage Note.
Advance: Any P&I
Advance or Servicing Advance.
Advance Facility: A financing or other facility as described in
Section 10.07.
Advancing Person: The Person to whom any Servicer's rights
under
this Agreement to be reimbursed for any
P&I Advances or Servicing Advances have
been assigned pursuant to Section
10.07.
Affiliate: With respect to any Person, any other Person
controlling, controlled by or under common
control with such first Person. For
the purposes of this definition, "control"
means the power to direct the
management and policies of such Person,
directly or indirectly, whether through
the ownership of voting securities, by
contract or otherwise; and the terms
"controlling" and "controlled" have
meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments or supplements hereto.
Amount Held for Future Distribution: As to the Certificates on
any Distribution Date, the aggregate amount
held in each Collection Account at
the close of business on the related
Determination Date on account of (i)
Principal Prepayments, Insurance Proceeds,
Condemnation Proceeds and Liquidation
Proceeds on the Mortgage Loans received
after the end of the related Prepayment
Period and (ii) all Scheduled Payments on
the Mortgage Loans due after the end
of the related Due Period.
Applied Realized Loss Amount: With respect to any Distribution
Date, the amount, if any, by which the
aggregate Class Certificate Balance of
the LIBOR Certificates after distributions
of principal on such Distribution
Date exceeds the aggregate Stated Principal
Balance of the Mortgage Loans for
such Distribution Date.
Appraised Value: The value set forth in an appraisal made in
connection with the origination of the
related Mortgage Loan as the value of the
Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in
recordable form (other than the assignee's
name and recording information not yet
returned from the recording office),
reflecting the sale of the Mortgage to the
Trustee.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by
the Trustee (x) the sum of (i) all
scheduled installments of interest (net of
the related Expense Fees) and
principal due on the Due Date on such
Mortgage Loans in the related Due Period
and received by the Servicers 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 by the Servicers
during the related Prepayment Period (in
each case, net of unreimbursed expenses
incurred in connection with a liquidation
or foreclosure and unreimbursed
Advances, if any); (iii) all partial or
full prepayments on the Mortgage Loans
received by the Servicers during the
related Prepayment Period together with all
Compensating Interest, if applicable,
thereon (excluding any Prepayment
Charges); (iv) all Substitution Adjustment
Amounts with respect to the
substitutions of Mortgage Loans that occur
with respect to such Distribution
Date; (v) amounts received with respect to
such Distribution Date as the
Repurchase Price in respect of a Mortgage
Loan repurchased with respect to such
Distribution Date; (vi) the proceeds
received with respect to the termination of
the Trust Fund pursuant to clause (a) of
Section 9.01; and (vii) the Closing
Date Deposit Amount; reduced by (y) amounts
in reimbursement for Advances
previously made with respect to the
Mortgage Loans and other amounts as to which
the Servicers, the Depositor, the Trustee,
or the Custodian are entitled to be
paid or reimbursed pursuant to this
Agreement.
Balloon Loan: Any Mortgage Loan that requires only payments of
interest until the stated maturity date of
the Mortgage Loan or Scheduled
Payments of principal which (not including
the payment due on its stated
maturity date) are based on an amortization
schedule that would be insufficient
to fully amortize the principal thereof by
the stated maturity date of the
Mortgage Loan.
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
Principal Remittance Amount for such
Distribution Date over (ii) the Excess
Subordinated Amount, if any, for such
Distribution Date.
Basis Risk CarryForward Amount: With respect to each Class of
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 of (i) the Accrued
Certificate Interest Distribution Amount
such Class of Certificates would
otherwise be entitled to receive on such
Distribution Date had such Pass-Through
Rate not been subject to any Loan Group Cap
or WAC Cap (that is, had such rate
been calculated as the sum of LIBOR and the
applicable Pass-Through Margin on
such Class of Certificates for such
Distribution Date and the resulting amount
being reduced by allocated Net Prepayment
Interest Shortfalls and Relief Act
Interest Shortfalls) over (ii) the Accrued
Certificate Interest Distribution
Amount received on such Distribution Date
such Class of Certificates at, with
respect to each Class of Group I Class A
Certificates, the lesser of the Loan
Group I Cap or the WAC Cap, with respect to
each Class of Group II Class A
Certificates, the lesser of the Loan Group
II Cap or the WAC Cap, and with
respect to each other Class of LIBOR
Certificates, the WAC Cap, as applicable,
for such Distribution Date and (B) the
Basis Risk CarryForward Amount for such
Class of Certificates for all previous
Distribution Dates not previously paid,
together with interest thereon at a rate
equal to the sum of LIBOR and the
applicable Pass-Through Margin for such
Class of Certificates for such
Distribution Date.
Basis Risk
Payment: For any Distribution Date, an amount equal to
the lesser of (i) the aggregate of the
Basis Risk CarryForward 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
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, California, Texas, New Jersey or
Delaware, (b) a State in which any
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 Certificates,
other than the Class X, Class P or Class R
Certificates, at any date, the
maximum dollar amount of principal to which
the Holder thereof is then entitled
hereunder, such amount being equal to the
Denomination thereof minus all
distributions of principal previously made
with respect thereto and in the case
of any Certificates, reduced by any Applied
Realized Loss Amounts allocated to
such Class of Certificates pursuant to
Section 4.05; provided, however, that
immediately following the Distribution Date
on which a Subsequent Recovery is
distributed, the Class Certificate Balances
of any Class or Classes of
Certificates that have been previously
reduced by Applied Realized Loss Amounts
will be increased, in order of seniority,
by the amount of the Subsequent
Recovery distributed on such Distribution
Date (up to the amount of the Unpaid
Realized Loss Amount for such Class or
Classes for such Distribution Date). The
Class X, Class P and Class R 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.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificate Group: The Group I Class A Certificates or
the Group II Class A Certificates, as
applicable.
Class A Certificates: The Group I Class A Certificates and the
Group II Class A Certificates.
Class A Principal Allocation Percentage: With respect to any
Distribution Date, the percentage
equivalent of a fraction, determined as
follows: (A) with respect to the Group I
Class A Certificates, a fraction, the
numerator of which is (x) the portion of
the Principal Remittance Amount for
such Distribution Date that is attributable
to the principal received or
advanced on the Group I Mortgage Loans and
the denominator of which is (y) the
Principal Remittance Amount for such
Distribution Date and (B) with respect to
the Group II Class A Certificates, a
fraction, the numerator of which is (x) the
portion of the Principal Remittance Amount
for such Distribution Date that is
attributable to the principal received or
advanced on the Group II Mortgage
Loans and the denominator of which is (y)
the Principal Remittance Amount for
such Distribution Date.
Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
aggregate Class Certificate Balances of
the Class A Certificates immediately prior
to such Distribution Date over (ii)
the lesser of (A) 51.70% of the aggregate
Stated Principal Balance of the
Mortgage Loans for such Distribution Date
and (B) the excess, if any, of the
aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution
Date over $4,822,704.
Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1".
Class A-2a Certificates: All Certificates bearing the class
designation of "Class A-2a".
Class A-2b Certificates: All Certificates bearing the class
designation of "Class A-2b".
Class A-2c Certificates: All Certificates bearing the class
designation of "Class A-2c".
Class B Certificates: The Class B-1, Class B-2 and Class B-3
Certificates.
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 for 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 for 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 for 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 for 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 for 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 for 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 for 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) 85.10% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over
$4,822,704.
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 for 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 for 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 for 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 for 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 for 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 for 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 for 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 for 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) 87.50% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the excess,
if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date over
$4,822,704.
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 for 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 for 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 for 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 for 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 for 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 for 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 for 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 for 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 for 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) 90.10% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over
$4,822,704.
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 (prior to any
reduction for Basis Risk Payments or Swap
Termination Payments) 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: The Class M-1, Class M-2, Class M-3,
Class
M-4, Class M-5 and Class M-6
Certificates.
Class M Enhancement Percentage: With respect to any
Distribution
Date, the percentage obtained by dividing
(x) the sum of (i) the aggregate Class
Certificate Balances of the Class M and
Class B Certificates (other than the
Class M-1 Certificates) and (ii) the
Subordinated Amount, in each case after
taking into account the distributions of
the related Principal Distribution
Amount and any principal payments on those
Classes of Certificates from the Swap
Account on that Distribution Date, by (y)
the aggregate Stated Principal Balance
of the Mortgage Loans for that Distribution
Date.
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 for 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) 59.40%
of the aggregate Stated Principal Balance
of the Mortgage Loans for such
Distribution Date and (B) the excess, if
any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date over $4,822,704.
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 for 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 for 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) 66.40% of the aggregate
Stated Principal Balance of the Mortgage
Loans for such Distribution Date and (B)
the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage
Loans for such Distribution Date over
$4,822,704.
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 for 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 for 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 for 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) 71.40% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over
$4,822,704.
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 for 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 for 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 for 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 for such
Distribution Date), and (E) the Class
Certificate Balance of the Class M-4
Certificate
